SPH Notice – J.P. Morgan Chase & Co. and its affiliates

100080615/3821103.1
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
Note: This form must be completed in accordance with the instructions at the end of the
form.
To New Zealand Stock Exchange
and
To NZME LTD
Relevant event being disclosed: Disclosure of movement of 1% or more in
substantial holding
Date of relevant event: 21 April 2023
Date this disclosure made: 25 April 2023
Date last disclosure made: 29 March 2023
Substantial product holder(s) giving disclosure
Full name(s): J.P. Morgan Chase & Co. and its affiliates
Summary of substantial holding
Class of quoted voting products: Ordinary Shares
Summary for J.P. MORGAN SECURITIES LLC, JPMORGAN CHASE BANK, N.A., J.P. MORGAN
SECURITIES AUSTRALIA LIMITED , J.P. MORGAN SECURITIES PLC
For this disclosure,—
(a) total number held in class: 18,024,485
(b) total in class: 183,913,614
(c) total percentage held in class: 9.80%
For last disclosure,—
(a) total number held in class: 10,121,263
(b) total in class: 183,913,614
(c) total percentage held in class: 5.50%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure: Refer to Appendix
attached

100080615/3821103.1
Details after relevant event
Details for J.P. MORGAN SECURITIES LLC, J.P. MORGAN SECURITIES PLC, J.P.
MORGAN SECURITIES AUSTRALIA LIMITED, JPMORGAN CHASE BANK, N.A
Nature of relevant interest(s): Please refer to table below
For that relevant interest,—
(a) number held in class: 18,024,485
(b) percentage held in class: 9.80%
(c) current registered holder(s): Please refer to table below
(d) registered holder(s) once transfers are registered: Unknown
Legal entity Nature of relevant interest(s)
Number held
in class
Percentage
held in class
Current registered
holder(s)
JPMORGAN CHASE
BANK, N.A.
Purchase and sales of shares in its capacity as
Principal/Proprietary

26

0.00%
JPMORGAN CHASE
BANK, N. A
J.P. MORGAN
SECURITIES PLC
Holder of securities subject to an obligation to
return under a securities lending agreement
270,000 0.15%
JPM Nominees
Australia Pty Limited
J.P. MORGAN
SECURITIES
AUSTRALIA LIMITED
Purchase and sales of shares in its capacity as
Principal/Proprietary
86,143 0.05%
Ecapital Nominees
Pty Ltd
J.P. MORGAN
SECURITIES LLC
Re-hypothecation of client securities under a
Prime Brokerage Agreement

17,668,316

9.61%
Citibank NZ

For a derivative relevant interest, also—
(a) type of derivative: Equity Swap
(b) details of derivative:
(1) Long 1991 cash-settled Equity Swap (0.001082% long held in class) maturing on 02 May 2024
(2) Long 188 cash-settled Equity Swap (0.000102 % long held in class) maturing on 02 May 2024
(c) parties to the derivative: N/A
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: N/A

100080615/3821103.1
Additional information
Address(es) of substantial product holder(s):
Name Address
JPMorgan Chase & Co.
383 Madison Avenue, New York, New York, NY, 10179,
United States
J.P. MORGAN SECURITIES LLC
383 Madison Ave., New York, New York, NY, 10179, United
States
J.P. MORGAN SECURITIES PLC 25 Bank Street, Canary Wharf, London, E14 5JP, England
J.P. MORGAN SECURITIES AUSTRALIA
LIMITED
Level 18, 83-85 Castlereagh Street, Sydney, NSW 2000,
Australia
JPMORGAN CHASE BANK, N.A.
1111 Polaris Parkway, Columbus, Delaware, OH, 43240,
United States

Contact details: APAC_Compliance_DOI_India@jpmorgan.com
Nature of connection between substantial product holders:
Substantial security holders Nature of association
J.P. MORGAN SECURITIES LLC Subsidiary of JPMorgan Chase & Co.
JPMORGAN CHASE BANK, N.A.
Subsidiary of JPMorgan Chase & Co.
J.P. MORGAN SECURITIES PLC
Subsidiary of JPMorgan Chase & Co.
J.P. MORGAN SECURITIES AUSTRALIA
LIMITED
Subsidiary of JPMorgan Chase & Co.

Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: N/A
Certification
I, Vasim Pathan, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

TRADES FOR RELEVANT PERIODAppendix
Transaction DateEntityProduct TypeType of TransactionQuantityPrice (NZD)Consideration (in NZD)
Balance at start of relevant period10,121,263
30-Mar-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(2,993)
0.98
2,933.44$
30-Mar-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy2,993
0.98
2,933.44$
31-Mar-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy3,904
1.01
3,962.17$
31-Mar-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(3,904)
1.01
3,962.17$
31-Mar-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(4,053)
0.99
4,012.47$
31-Mar-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy4,053
1.02
4,113.80$
13-Apr-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(188)
0.99
187.04$
13-Apr-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy188
0.99
187.04$
17-Apr-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy453
0.97
437.19$
17-Apr-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(453)
0.97
437.19$
17-Apr-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(1,279)
0.98
1,253.42$
17-Apr-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy1,279
0.96
1,221.45$
21-Apr-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(30)
0.93
27.90$
21-Apr-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy181
0.94
170.04$
21-Apr-23J.P. MORGAN SECURITIES LLCEquityOn-Lend7,902,425
-
-$
21-Apr-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquity SwapAdjustment646
-
-$
Balance at end of relevant period18,024,485
1/1

Appendix: Prescribed information pursuant to securities lending transaction disclosed under the
substantial shareholding notice filed with ASX.
Date:
25-Apr-2023
Company’s name: NZME LTD
ISIN: NZNZME0001S0
Date of change of
relevant interests:
21-Apr-2023
Schedule
Type of agreement Global Master Securities Lending Agreement ("GMSLA")
Parties to
agreement
J.P. Morgan Securities Plc ("borrower") and Citibank N.A. acting as Agent ("lender")
Transfer date
Settlement Date:

07-Dec-2022
20-Dec-2022
20-Mar-2023


Holder of voting
rights
Borrower
Are there any
restriction on
voting rights
Yes
If yes, detail
The borrower undertakes to use its best endeavours to arrange for the voting rights to be
exercised in accordance with the instructions of the lender, provided that the lender uses its
best endeavours to notify the borrower of its instructions in writing no later than 7 business
days prior to the date upon which such votes are exercisable or as otherwise agreed between
the parties. This undertaking is set out in clause 4(B)(vi) of the standard form OSLA.
Scheduled return
date (if any)
None
Does the borrower
have the right to
return early?
Yes
If yes, detail
Borrower has right to return all and any equivalent securities early at any time in accordance
with the lender’s instructions.
Does the lender
have the right to
recall early?
Yes
If yes, detail
Lender has right to recall all or any equivalent securities at any time by giving notice on any
business day of not less than the standard settlement time for such equivalent securities on
the exchange or in the clearing organisation through which the relevant borrowed securities
were originally delivered. The borrower must return the securities not later than the expiry
of such notice in accordance with the lender’s instructions.
Will the securities
be returned on
settlement?
Yes
If yes, detail any
exceptions
No exceptions
Statement
If requested by the company to whom the prescribed form must be given, or if requested by
ASIC, a copy of the agreement will be given to that company or ASIC.

1
GLOBAL MASTER SECURITIES SWAP
CONFIRMATION AGREEMENT
This Global Master Securities Swap Confirmation Agreement (this “GMCA”) is dated as of December 7, 2020
between JPMorgan Chase Bank, National Association (“JPMorgan”) and Scientech Master Fund, Ltd.
(“Counterparty”). The parties agree as follows:
1. Coverage
. From time to time the parties may enter into separate Share Swap Transactions (each, a “Share
Transaction”), Index Swap Transactions (each, an “Index Transaction”) and Share Basket Swap Transactions
(each, a “Basket Transaction” and each Share Transaction, Index Transaction and Basket Transaction, a
“Transaction”) under this GMCA and each General Terms Supplement to this GMCA relating to the relevant type
of Transaction specified as applicable on the signature page hereof or otherwise made applicable by the parties
hereto on or after the date hereof (each, a “GTS”). This GMCA, taken alone, is neither a commitment by either
party to enter into any Transaction nor evidence of a Transaction.
2. Documentation
. Each Transaction hereunder shall be subject to the ISDA Master Agreementbetween
JPMorgan and Counterparty, as amended and supplemented from time to time (the “Master Agreement”). This
GMCA, the relevant GTS and all Transaction Supplements with respect to a Transaction shall constitute a
“Confirmation” for the purposes of, and will supplement, form a part of and be subject to theMasterAgreement.
Prior to confirmation of the Trading Statement relating to a Transaction as described in Section 9(a) below, the
“Transaction Supplement” relating to such Transaction shall consist of the terms of such Transaction agreed by the
parties orally, by telephone, by an agreed electronic means (including without limitation Bloomberg, FIX or another
acceptable electronic messaging protocol) or otherwise, and thereaftershall consist of the Trading Statement and
any separate statements of terms described in Section 9(a) below. In the event of any inconsistency, between the
Trading Statement and such separate statement of terms, the Trading Statement shall control. However, if it would
be impossible or impracticable (whether due to reasons of an operational or administrative nature or otherwise) to
report a Transaction by means of a Trading Statement, the Transaction Supplement may be a writing in form and
substance reasonably satisfactory to each of the parties and executed by them.
3. Definitions
. This GMCA hereby incorporates by reference the 2002 ISDA
®
Equity Derivatives Definitions
(the “Equity Definitions”) and the 2006 ISDA
®
Definitions (the “Swap Definitions”, and together with the Equity
Definitions, the “Definitions”), each as published by the International Swaps and Derivatives Association, Inc. The
2007 Partial Lookthrough Depository Receipt Supplement to the Equity Definitions shall be incorporated by
reference with respect to any Transaction under this GMCA if the Calculation Agent determines that any
Component Underlier is an American Depositary Receipt or a Global Depositary Receipt. Any capitalized term not
otherwise defined herein or in an applicable GTS shall have the meaning assignedtosuchtermintheDefinitions.In
the event of any inconsistency, the documentation will control in this order: (a) the Transaction Supplement; (b) the
GTS; (c) this GMCA; (d) the Swap Definitions, but only regarding “FloatingAmounts”; (e) the Equity Definitions;
(f) the Swap Definitions (other than “Floating Amounts”); and (g) the Master Agreement.
4. Common Terms
. The following terms shall apply for each Transaction under this GMCA:
General Terms:
Trade Date:As specified in the related Transaction Supplement.
Effective Date:As specified in the related Transaction Supplement.
Termination Date:As specified in the related Transaction Supplement.
Related Exchange(s):All Exchanges.
Underlier:The Shares, Index or Basket in respect of a Transaction.
Component Underlier:Any Share, Component Security or Share
i
,asthecasemaybe.

2
Taxation:The sum of all Relevant Taxation Amounts.
Relevant Taxation Amount:With respect to any Component Underlier for which the relevant Exchange,
Component Exchange or Exchange
i
, as the case may be, is not located in the
NA Region, the amount of any taxes, duties, charges or any other
deductions that would be applicable to the Applicable Hedge Positions in
respect of such Component Underlier that the Calculation Agent determines
are relevant.
Region:Any of APAC Region 1, APAC Region 2, EMEA Region 1, EMEA Region
2, the LatAm Region or the NA Region.
APAC Region:Any country or region that is in APAC Region 1 or APAC Region 2.
APAC Region 1:Australia, Hong Kong, Japan, New Zealand and Singapore.
APAC Region 2:India, Indonesia, Malaysia, Pakistan, Philippines, the PRC, South Korea,
Taiwan, Thailand and Vietnam.
EMEA Region 1:Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy,
Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland
and United Kingdom.
EMEA Region 2:Bahrain, Czech Republic, Egypt, Greece, Hungary, Israel, Kuwait, Morocco,
Oman, Poland, Qatar, Russia, Saudi Arabia, South Africa, Turkey and
United Arab Emirates.
EMEA Region:Any country or region that is in EMEA Region 1 or EMEA Region 2.
LatAm Region:Argentina, Brazil, Chile, Colombia, Mexico and Peru.
NA Region:Canada and the United States of America.
Business Day Convention:If the “Business Day Convention” specified in the related Transaction
Supplement is: (a) “Modified Following”, the Modified Following Business
Day Convention; (b) “Following”, the Following Business Day Convention;
or (c) “Preceding”, the Preceding Business Day Convention. For purposes
of applying the Business Day Convention to any Valuation Date which is
not a Scheduled Trading Day, each instance of the term “Business Day”
contained in Section 4.12 of the 2006 Definitions shall be replaced by the
term “Scheduled Trading Day”.
Equity Amounts:
Equity Amount Payer:As specified in the related Transaction Supplement.
Number of Underliers:With respect to a Transaction, the relevant Number ofShares,Numberof
Units or Number of Baskets, as applicable.
Equity Notional Amount:As specified in the related Transaction Supplement.
Equity Notional Reset:Applicable; provided
that Equity Notional Reset will be Not Applicable if
(a) “Bullet” is specified as the “Equity Reset/Valuation Frequency” in the
related Transaction Supplement or (b) unless otherwise agreed by the
parties, “Futures Price Valuation” is specified as applicable in the related

3
Transaction Supplement. If Equity Notional Reset is not applicable to a
Transaction, (a) such Transaction shall have only one Valuation Date and (b)
as the context requires, (i) references in this GMCA or in any applicable
GTS to the “final” Valuation Date or Cash Settlement Payment Date shall
be construed as a reference to the “only” Valuation Date or Cash Settlement
Payment Date, as the case may be, and (ii) provisions in this GMCA or in
any applicable GTS that are expressed as relating to “any Interim Valuation
Date” shall be disregarded.
Type of Return:Total Return, unless Price Return is specified in the related Transaction
Supplement.
If “Futures Price Valuation” is specified as applicable in the related
Transaction Supplement, Price Return.
Re-investment of Dividends:Not Applicable.
Valuation Date(s):Each date determined in accordance with the related Transaction
Supplement that falls during the period from, but excluding, the Effective
Date to, and including, the Termination Date; provided
that if any such date
is not a Scheduled Trading Day, such date shall be adjusted in accordance
with the applicable Business Day Convention.
If “Futures Price Valuation” is specified as applicable in the related
Transaction Supplement, subject to “Non-Commencement or
Discontinuance of the Exchange-traded Contract,” with respect to a Share
Transaction there shall be only one Valuation Date which shall be the date
on which the Official Settlement Price is published, irrespective of whether
such day is a Disrupted Day; with respect to an Index Transaction the
Valuation Dates shall be as provided above; provided
that the final
Valuation Date shall be the date on which the Official Settlement Price is
published, irrespective of whether such day is a Disrupted Day.
Interim Valuation Date:Any Valuation Date that is not the final ValuationDate.
Final Price Fee:Any relevant fee or commission specified in any schedule offeesorpricing
sheet forming a part of the Transaction Supplement or as may otherwise be
agreed by the parties and specified in the related Transaction Supplement.
Provisions Relating to Futures Price Valuation:
Contract Exchange:As specified in the related Transaction Supplement, or, if not so specified in
the Transaction Supplement, the primary exchange on which futures
contracts relating to the Shares or the Index, as the case may be, are traded,
as determined by the Calculation Agent.
Official Settlement Price:The official settlement price (however described under the rules of the
Contract Exchange or its clearing house) of the Exchange-traded Contract
published by the Contract Exchange or its clearing house at maturity or
expiration of the relevant Exchange-traded Contract, as determined by the
Calculation Agent. If the Official Settlement Price is corrected, and the
correction is published by the Contract Exchange or its clearing house
within one Settlement Cycle after the original publication, either partymay
notify the other party of such correction, and the Calculation Agent shall,if
necessary, adjust the terms of the Transaction to account for such correction,

4
which adjustment may require the payment of an amount by one party to the
other.
FPV HBD Price:The price per Share or level of the Index, as determined by theCalculation
Agent, based upon the trading activity of a Hypothetical Broker Dealer,
acting in a commercially reasonable manner, in terminating or liquidating
Applicable Hedge Positions during the FPV Final Execution Period.
FPV Final Execution Period:The period from, and including, the final Valuation Date to, and including,
the Exchange Business Day on which a Hypothetical Broker Dealer, acting
in a commercially reasonable manner, would execute the last transaction to
unwind Applicable Hedge Positions in respect of such Transaction, as
determined by the Calculation Agent.
Exchange-traded Contract:The futures or options contract on the Shares or Index, as applicable, with
the maturity (identified by reference to the delivery month and year of such
contract) specified in the related Transaction Supplement that trades onthe
Contract Exchange. Without limiting the generality of Article 12 of the
Equity Definitions, in the event that the terms of the Exchange-traded
Contract are changed or modified by the Contract Exchange and/or its
clearing house, the Calculation Agent shall, if necessary, adjust the Initial
Price and/or other terms of the Transaction to account for the economic
effect on the Transaction of such change or modification.
Non-Commencement or
Discontinuance of the
Exchange-traded Contract:With respect to any Share Transaction to which“Futures Price Valuation”
applies, if there is no Official Settlement Price as a result of the fact that
trading in the Exchange-traded Contract never commences or is
permanently discontinued at any time on or prior to the Valuation Date, the
Official Settlement Price shall be deemed to be the official closing priceper
Share at the close of the regular trading session on the Exchange on such
Valuation Date, as determined by the Calculation Agent; provided
that, if
such day is otherwise a Disrupted Day, the provisions of Section 6.6 of the
Equity Definitions shall apply.
With respect to any Index Transaction to which “Futures Price Valuation”
applies, Section 6.8(e) of the Equity Definitions is hereby amended by (i)
replacing the words “the level of the relevant Index at the close of the
regular trading session on the relevant Exchange on the Valuation Date”
starting on the fourth line thereof with the words “the official closing level
of the Index at the Valuation Time on the final Valuation Date, as
determined by the Calculation Agent”; and (ii) replacing the words “the
provisions of Section 3.1(f) or 6.6, as applicable, will apply” at the end
thereof with the following: “(i) the final Valuation Date shall be postponed
to the Exchange Business Day on which a Hypothetical Broker Dealer
would have terminated or liquidated the Applicable Hedge Positions
relating to Component Securities and (ii) the Calculation Agent shall
determine the Official Settlement Price that would apply in respect of the
final Valuation Date by taking into account the impact that the relevant
Market Disruption Event or failure to open would have on the trading
activity of a Hypothetical Broker Dealer in any Component Security in
respect of such Applicable Hedge Positions and by reference to: (A) the
closing price of each Component Security on the Component Exchange for
such Component Security for the first succeeding Scheduled Trading Day
that is not a Disrupted Day in respect of such Component Security; and/or

5
(B) the impact of any corporate actions that occur after the scheduled final
Valuation Date but before the final Valuation Date and have not otherwise
been taken into account, as determined by the Calculation Agent; and/or (C)
the level of the Index or prices of each Component Security on dates from,
and including, the scheduled final Valuation Date to, and including, the
final Valuation Date, as determined by the Calculation Agent”. As used
herein, the term “Disrupted Day”, when used in respect of a particular
Component Security, means a Disrupted Day determined as if the relevant
TransactionwereaShareTransaction.
Floating Amounts:
Floating Amount Payer:As specified in the related Transaction Supplement. If “Futures Price
Valuation” is specified as applicable in the related Transaction Supplement,
there shall be no Floating Amount Payer.
Notional Amount:If the “Long Finance Notional” or “Short Finance Notional”, as the case
may be, specified in the related Transaction Supplement is (a) “Cost
Notional”, the Equity Notional Amount or (b) “Market Value”, the Daily
Notional Amount.
Daily Notional Amount:In respect of a calendar day and a Transaction, an amount determined by the
Calculation Agent by reference to (a) the applicable closing level or priceof
the Underlier as of such day, or, if such day is a Disrupted Day or is not a
Scheduled Trading Day, as reasonably determined by the Calculation Agent;
(b) the applicable Number of Underliers; and (c) any applicable discrepancy
between the currency of denomination of such Underlier or any Component
Underlier and the Settlement Currency; provided
,however, that if the
relevant calendar day falls on a day that is a Reset Suspension Date for the
relevant Calculation Period, then the Daily Notional Amount for such
calendar day will equal the Daily Notional Amount in respect of the last
calendar day immediately preceding such Reset Suspension Date that is not
a Reset Suspension Date.
Floating Amount:In respect of each Floating Amount Payment Date, the sum of the Daily
Floating Amounts for all calendar days during the relevant Calculation
Period. If “Futures Price Valuation” is specified as applicable in the related
Transaction Supplement, there shall be no Floating Amount.
Daily Floating Amount:In respect of each calendar day during a Calculation Period, an amount
equal to (a) the Notional Amount multiplied
by(b)thesumoftheRelevant
Rate and the Spread divided
by(c) the denominator of the Floating Rate
Day Count Fraction.
Floating Amount
Payment Date(s):Each date determined in accordance with the related Transaction
Supplement that falls during the period from, but excluding, the Effective
Date to, and including, the Termination Date, subject to adjustment in
accordance with the applicable Business Day Convention.
Floating Rate Option:As specified in the relevant Transaction Supplement. For the avoidance of
doubt, if a Floating Rate Option specified in a Transaction Supplement does
not have a corresponding definition in the Swap Definitions, the Calculation
Agent shall be responsible for determining the rate for the relevant Reset
Date by reference to information published or displayed by an Information
Source (or its Successor Source) in respect of such Floating Rate Option,

6
and if such rate is not so available, then the rate for the relevant Reset Date
will be the rate determined by the Calculation Agent having regard to
comparable rates or indices then available.
Designated Maturity:With respect to aTransaction and the related Floating Rate Option, as
specified in the related Transaction Supplement.
Spread:As of any date of determination, the rate specified as such in the related
Transaction Supplement, as such rate may be adjusted in accordance with
the Equity Definitions or the terms hereof.
Floating Rate Day
Count Fraction:With respect to a Transaction and the related Floating Rate Option, as
specified in the related Transaction Supplement.
Reset Dates:If either the “Long Benchmark Reset Frequency” or the “Short Benchmark
Reset Frequency” determined in accordance with the related Transaction
Supplement is “Daily”, each calendar day of each Calculation Period that is
not a Reset Suspension Date shall be a Reset Date, subject to adjustment in
accordance with the Preceding Business Day Convention.
If either the “Long Benchmark Reset Frequency” or the “Short Benchmark
Reset Frequency” determined in accordance with the related Transaction
Supplement is “Weekly”, “Monthly” or “Quarterly”, each date determined
in accordance with such reset frequency shall be a Reset Date, subject to
adjustment in accordance with the applicable Business Day Convention.
Reset Suspension Dates:Such date(s) as may be agreed by the parties from time to time and
determined in accordance with the related Transaction Supplement.
Settlement Terms:
Cash Settlement:Applicable.
Settlement Currency:As specified in the related Transaction Supplement.
Cash Settlement
Payment Date(s):In respect of each Valuation Date (or, in the case of a Share Transaction, the
final Averaging Date or the last Exchange Business Day in the Final
Execution Period, as applicable), each date determined in accordance with
the related Transaction Supplement.
Dividends:
For the purposes of Article 10 of the Equity Definitions, references to “Shares” shall be deemed to be references to
any Component Underlier.
Dividend Period:Each period from, and including, one Dividend Payment Date to, but
excluding, the next Dividend Payment Date, except that (a) the initial
Dividend Period will commence on, but exclude, the Trade Date and (b) the
final Dividend Period will end on, and include, the final Valuation Date (or,
in the case of a Share Transaction, the final Averaging Date or the last
Exchange Business Day in the Final Execution Period, as applicable).

7
Dividend Payment Dates:In respect of any Dividend Period and a Dividend Amount, each date
determined in accordance with the related Transaction Supplement, whether
or not such date falls before or after the Termination Date for such
Transaction.
Cash Dividends:Notwithstanding Section 10.1 of the Equity Definitions,“gross cash
dividends” shall include all dividends that consist of cash without reduction
for withholding or deduction of taxes at the source by or on behalf of any
applicable authority having power to tax in respect of such a dividend,
unless the Calculation Agent determines that such amount is reported by the
issuer or by third-party data vendors routinely used by the Calculation
Agent in the ordinary course of its business net of such withholding or
deduction, in which case the Calculation Agent may report the relevant
Dividend Amount on such a net basis and apply a Dividend Percentage of
100%. No dividend consisting of cash shall be considered an Extraordinary
Dividend.
Dividend Percentage:As specified in the related Transaction Supplement.
Dividend Distribution Date:For any dividend or distribution in respect of any Component Underlier, the
date that the related issuer pays such dividend or distribution to holdersof
record thereof, as determined by the Calculation Agent.
Adjustments:
Method of Adjustment:Calculation Agent Adjustment; provided
that if the relevant Exchange or
Exchange
i
, as the case may be, is located in the APAC Region, then in
making the determination as to whether a Potential Adjustment Event has a
diluting or concentrative effect on the theoretical value of the relevant
Shares or Share
i
, as the case may be, and making the corresponding
adjustment(s), the Calculation Agent shall take into account the amountsof
any taxes, duties, charges or any other deductions in respect of the
Applicable Hedge Positions, as determined by the Calculation Agent, that
would be withheld from or paid or otherwise incurred by a Hypothetical
Broker Dealer in connection with such Potential Adjustment Event.
Dividend Recovery:If with respect to any Component Underlier, (a) the amount actually paid by
the related issuer (together with the Non-Cash Dividend Value of any assets
actually distributed by such issuer) to holders of record thereof in respect of
anydividendordistributionisnotequaltotheamountusedtodeterminethe
relevant Dividend Amount; (b) the issuer fails to make any payment in
respect of an announced dividend or distribution by the third Currency
Business Day following the dividend distribution date originally announced
by the issuer; (c) the issuer makes a payment or distribution in respect of a
dividend that has already been the subject of an adjustment or repayment in
accordance with this Dividend Recovery provision; or (d) in respect of an
Index Transaction, after a Dividend Payment Date the Index Sponsor
corrects or subsequently publishes the Number of Component Security or
Official Index Divisor used by the Calculation Agent to determine the
related Dividend Amount, then, whether or not such date falls before or
after the Termination Date for such Transaction, the Calculation Agent shall
determine the appropriate adjustment, payment or repayment, if any, to be
made by a party to account for such event, and shall determine the date any
such adjustment, payment or repayment shall be made (which repayment
shall include interest on the amount to be repaid determined on the basis of
the cost of funds of the party being repaid).

8
Adjustment to Relevant Dates:Notwithstanding the fact that one or more Cash Settlement Payment Dates,
Floating Amount Payment Dates, Dividend Payment Dates, Effective Dates
or Termination Dates may be specified in the related Transaction
Supplement, if the Calculation Agent determines that any Valuation Date,
Averaging Date or date during a Final Execution Period, as applicable, is
disrupted and is postponed in accordance with the terms hereof or the
Equity Definitions, or a Settlement Disruption Event occurs in respect of
any Component Underlier during the period between the Trade Date and the
Effective Date or the period between the final Valuation Date and the Cash
Settlement Payment Date, then the Calculation Agent shall also determine
whether any such payment date, effective date or termination date shall be
postponed to a date reasonably determined by the Calculation Agent taking
into account the nature and duration of the relevant disruption.
Extraordinary Events:
New Shares:If the Exchange, Component Exchange or Exchange
i
for any Component
Underlier is located in the United States, the text in clause (i) of Section
12.1(i) of the Equity Definitions shall be deleted in its entirety and replaced
with “publicly quoted, traded or listed on any of the New York Stock
Exchange, the NYSE Arca, The NASDAQ Global Select Market, The
NASDAQ Global Market (or their respective successors) or any other
exchange possessing comparable liquidity, as determined by the Calculation
Agent”.
Tender Offer:Applicable; provided
that (a) Section 12.1(d) of the Equity Definitions is
hereby amended by replacing the words “the outstanding voting shares”
with the words “either the outstanding voting shares or the Shares”; (b)
Section 12.1(e) of the Equity Definitions is hereby amended by replacing
the words “voting shares” with the words “voting shares or the Shares”; and
(c) Section 12.1(l) of the Equity Definitions is hereby amended by replacing
the words “voting shares” with the words “voting shares or the Shares” in
clause (ii) thereof.
Composition of
Combined Consideration:Not Applicable.
Additional Disruption Events:
Hedging Party:With respect to all applicable events, JPMorgan or any Affiliate designated
by it on a case by case basis.
Determining Party:With respect to all applicable events, JPMorgan.
Change in Law:Applicable; provided
that Section 12.9(a)(ii) of the Equity Definitions is
hereby replaced in its entirety by the following:
“Change in Law” means that, on or after the Trade Date of any Transaction
(A) due to the adoption of or any change in any applicable law or regulation
(including, for the avoidance of doubt and without limitation, (x) any tax
law or (y) adoption or promulgation of new regulations authorized or
mandated by existing statute), or (B) due to the promulgation of or any
change, announcement or statement of the formal or informal interpretation
by any court, tribunal or regulatory authority with competent jurisdiction of
any applicable law or regulation (including any action taken by a taxing

9
authority), a party to such Transaction determines in good faith that (X) it
has become, or will become within 30 calendar days following the date of
such determination but prior to the Termination Date, illegal to hold,
acquire or dispose of Hedge Positions relating to such Transaction, or (Y)it
has incurred, or will incur within 30 calendar days following the date of
such determination but prior to the Termination Date, a materially increased
cost in performing its obligations under, or holding, acquiring or disposing
of any Hedge Positions relating to, such Transaction (including, without
limitation, due to any increase in tax liability, decrease in tax benefit or
other adverse effect on its tax position).
Insolvency Filing:Applicable.
Hedging Disruption:Applicable; provided
that Section 12.9(a)(v) of the Equity Definitions is
hereby replaced in its entirety by the following:
“Hedging Disruption” means that the Hedging Party is unable, after using
commercially reasonable efforts, to either (A) acquire, establish, re-
establish, substitute, maintain, unwind or dispose of any Hedge Position(s)
it deems necessary to hedge any relevant price risk of entering into and
performing its obligations with respect to the relevant Transaction
(including, without limitation and for the avoidance of doubt, any synthetic
equity borrowing transaction, if applicable) or (B) freely realize, recover,
receive, repatriate, remit or transfer the proceeds of any such Hedge
Position(s).
Section 12.9(b)(iii) of the Equity Definitions is hereby amended by adding
the words “(or, if such Hedging Disruption is due to any restriction imposed
by (A) the Issuer of any Component Underlier or (B) any court, tribunal or
regulatory authority with competent jurisdiction, in either case on the ability
of a person to acquire or maintain ownership of such Component Underlier
by virtue of being a foreign person in the country of incorporation of such
Issuer, such shorter notice as may be required to comply with such
restriction)” after the word “notice” in the fourth line thereof.
Increased Cost of Hedging:Applicable.
Loss of Stock Borrow:Applicable in respect of any Transaction where Counterparty is the Equity
Amount Payer; otherwise, Not Applicable.
Sections 12.9(a)(vii) and 12.9(b)(iv) of the Equity Definitions shall be
amended by deleting the phrase “at a rate equal to or less than the
Maximum Stock Loan Rate” in each instance the phrase is used.
Section 12.9(b)(iv) of the Equity Definitions shall be amended by inserting
the following words at the end of the first sentence thereof: “, provided
that
the Non-Hedging Party shall not have the right to so lend Shares or refer the
Hedging Party to a Lending Party if the Hedging Party determines in good
faith and in a commercially reasonable manner that (I) borrowing such
Shares from the Non-Hedging Party or such Lending Party, as the case may
be, would not be in accordance with the Hedging Party’s then-existing
internal policies and procedures or (II) the Hedging Party does not consider
the Non-Hedging Party or the Lending Party, as the case may be, to be a
satisfactory counterparty for such borrowing”.

10
Increased Cost of Stock Borrow:Applicable in respect of any Transaction where Counterparty is the Equity
Amount Payer (provided
that Increased Cost of Stock Borrow shall be Not
Applicable to any Index Transaction in respect of a U.S. Macro Index);
otherwise, Not Applicable.
Initial Stock Loan Rate:The rate to borrow Shares in respect of the relevant Transaction determined
by the Hedging Party as of the Trade Date (as adjusted from time to time in
accordance with the terms hereof).
Consequences of Increased
Cost of Stock Borrow:Section 12.9(b)(v) of the Equity Definitions shall not apply to any
Transaction under this GMCA.
If an Increased Cost of Stock Borrow occurs, then the Hedging Party will
have the right to adjust the Transaction by (x) adjusting the Spread to
account for the change to the rate that the Hedging Party would incur to
borrow Shares in respect of such Transaction and any borrow fee that would
be imposed by the Hedging Party to maintain such borrowing and (y)
adjusting the Initial Stock Loan Rate to reflect the then-current rate to
borrow Shares. Any such adjustment to the Spread will be reflected in the
related Transaction Supplement and will be effective from and including the
date of such adjustment to but excluding the effective date of any
subsequent adjustment.
Hypothetical Broker Dealer:With respect to any Transaction, a hypothetical broker dealer party to a
transaction with Counterparty with the same terms as such Transaction,
which broker dealer is similarly situated to the Hedging Party, including
without limitation being subject to the same securities and other laws and
rules and regulations of any securities or other regulators, exchanges and
self-regulating organizations as those to which the Hedging Party is subject
with respect to Hedge Positions relating to such Transaction.
Applicable Hedge Positions:At any time, Hedge Positions that the Calculation Agent determines that a
Hypothetical Broker Dealer, acting in a commercially reasonable manner,
would consider appropriate to hedge any relevant risk of entering into and
performing its obligations with respect to the relevant Transaction at such
time.
Miscellaneous:
FX Provisions:Unless otherwise agreed by the parties, all payments in respect of each
Transaction shall be made in the Settlement Currency for such Transaction.
If,withrespecttoanyTransaction,anyamount(an“underlying amount”)
necessary to determine a payment amount is denominated in a currency
other than the applicable Settlement Currency, the Calculation Agent shall
convert such underlying amount to the Settlement Currency (or such other
currency as may otherwise be agreed by the parties) on the relevant date of
valuation (which, for the avoidance of doubt, may include the Trade Date,
any Valuation Date, Averaging Date, ex-dividend date or Dividend
Distribution Date) taking into consideration all available informationthat it
considers relevant, which information may include the rate(s) of exchange
that it determines would apply if that amount were converted into the
Settlement Currency (or such other currency) by a Hypothetical Broker
Dealer acting in a commercially reasonable manner. Notwithstanding the
foregoing, if the Calculation Agent determines that it is impossible or
impracticable, in the judgment of the Calculation Agent, through customary

11
legal means to (i) transfer, through customary legal channels, hedge
proceeds denominated in any relevant currency from any account within the
local jurisdiction to any other account within or outside such jurisdiction,
including any account of a non-resident of any such jurisdiction or (ii) (A)
convert an underlying amount, including hedge proceeds, to the relevant
Settlement Currency (or such other currency), (B) so convert at a rate at
least as favorable as the rate for domestic institutions or (C) obtain a rateor
a commercially reasonable rate at which such a conversion can be
accomplished (an “FX Disruption”) on the relevant date of valuation, then
the Calculation Agent shall postpone such transfer and/or conversion until
the first succeeding Currency Business Day on which no FX Disruption
exists and any related settlement date shall be postponed by an equal
number of Currency Business Days.
Financial Transaction Taxes:Counterparty shall reimburse JPMorgan, atsuch time(s) and in such manner
as is agreed by the parties from time to time, for any financial transaction
tax on derivative transactions imposed on the entry into, amendment,
modification or termination of a Transaction (without duplication of any
amount otherwise payable or for which adjustment is otherwise made
hereunder) in respect of which (x) Counterparty is liable, and which
JPMorgan is required to pay, or pays in accordance with prevailing market
practice, to any relevant governmental revenue authority or (y) JPMorganis
liable, whether or not such liability arises before or after the Termination
Date for such Transaction.
5. Additional Representations, Agreements and Acknowledgments
.
Non-Reliance:Applicable.
Agreements and Acknowledgments
Regarding Hedging Activities:Applicable.
Additional Acknowledgments:Applicable.
6. Calculation Agent
. The Calculation Agent shall be JPMorgan.
7. Independent Amount
.
(a) Unless the parties have agreed that there will be no Independent Amountapplicable to
Counterparty in respect of a Transaction, the Independent Amount applicable to Counterparty shall be determined as
follows:
(i) for any Transaction that is not subject to a Margin Agreement, an amountequal, as of any day, to
the Equity Notional Amount (or, if agreed by the parties in the related Transaction Supplement, the Daily
Notional Amount) in effect on the preceding calendar day (except that on the Trade Date, it shall be the
Equity Notional Amount (or Daily Notional Amount, as the case may be) in effect on the Trade Date)
multiplied
bythe Independent Amount Percentage specified in the related Transaction Supplement; and
(ii) for any Transaction that is subject to a Margin Agreement, as of any day,anamountdeterminedin
accordance with the Margin Agreement and notified to Counterparty in accordance with the terms thereof
(it being understood, for the avoidance of doubt, that such applicable Independent Amount may be
specified as the “total requirement” or otherwise as an aggregate amount in respect of all Transactions
subject to the Margin Agreement).

12
Notwithstanding the foregoing, if JPMorgan is required by any applicablelaw, rule or regulation to collect initial
margin from Counterparty (including if the remedy in respect thereof is anadjustment to JPMorgan’s capital
requirement) or if Counterparty is required by any applicable law, rule orregulation to post initial margin to
JPMorgan, then the Independent Amount shall be the greatest of the amount required to be collected by JPMorgan,
the amount required to be posted by Counterparty and the amount calculatedas set forth above.
“Margin Agreement” means any agreement (whether entered into prior to, contemporaneously with or after the
date of this GMCA) between JPMorgan (or any Affiliate) and Counterparty relating to or including dynamic or
portfolio margining arrangements, whether pursuant to a model, ruleset or otherwise, in respect of some or all
Transactions under this GMCA.
(b) The Independent Amount applicable to JPMorgan in respect of a Transaction shall be the greater
of zero and any amount required by any law, rule or regulation applicable toJPMorgan and such Transaction.
8. Additional Provisions
.
(a) Counterparty Representations, Warranties and Covenants Regarding Material Non-Public
Information, Affiliate and Insider Status. For each Transaction other than any Index Transaction for which the
IndexisaU.S.MacroIndex,Counterpartyrepresents,warrantsandcovenants to JPMorgan that:
(i) on the Trade Date and on each date on which Counterparty takes any actionunder or in connection
with such a Transaction, Counterparty is not aware of any material non-public information or inside
information regarding any Component Underlier or any Relevant Issuer forsuch Transaction; and
(ii) Counterparty has not been at any time since at least three months priorto such Trade Date, and
will not become during the term of such Transaction up to and including the Termination Date, an
“affiliate” or “insider” of any Relevant Issuer within the meaning of any securities laws or market abuse
regime applicable to such Relevant Issuer, Component Underlier or Transaction.
“Relevant Issuer” means the issuer of any Component Underlier and, where a Component Underlier references any
index other than a U.S. Macro Index or any security that references or is convertible into or exchangeable for one or
more securities issued by an issuer other than the issuer of such ComponentUnderlier, each issuer of any securities
comprising each such referenced index or of such referenced securities.
(b) U.S. Income Tax Representations, Warranties and Covenants
. Counterparty represents, warrants
and covenants to JPMorgan on the Trade Date of each Transaction that Counterparty has reviewed and is familiar
with the provisions of Section 1260 of the U.S. Internal Revenue Code of 1986, as amended, and its application to
any gains received by Counterparty under such Transaction.
(c) Counterparty Representations, Warranties and Covenants in respect of Certain Shares or Share
i
.
With respect to any Transaction for which the Exchange or any Exchange
i
is located in the United States and one or
both of the Initial Price or Final Price in respect of the final Valuation Date is determined by reference to the closing
price or opening price of the relevant Share or Share
i
(such price, the “MOC/MOO Price”), then (i) Counterparty
shall not, on any date on which the relevant MOC/MOO Price is to be determined in connection with such
Transaction, place a sell order (if Counterparty is the Equity Amount Payer) or a buy order (if JPMorgan is the
Equity Amount Payer) for such Shares or Share
i
at the relevant MOC/MOO Price; and (ii) with respect to any
determination of the relevant MOC/MOO Price, if JPMorgan, acting in good faith and in a commercially reasonable
manner, deems averaging advisable in light of prevailing market conditions and volumes, JPMorgan shall be entitled,
acting in good faith and in a commercially reasonable manner, to determinethe number of days over which such
MOC/MOO Price shall be averaged.
(d) Additional Provisions relating to Brazil
. Notwithstanding anything to the contrary in this GMCA,
for each Transaction in respect of which the Equity Notional Amount is denominated in Brazilian Real, the Floating
Amount in respect of each Floating Amount Payment Date shall be an amount, converted into the Settlement
Currency as provided under “FX Provisions”, equal to the sum of the productof (i) the Notional Amount multiplied

13
by
(ii) the Daily Floating Rate (such product, the “Daily Floating Amount”) for each day that is a Business Day in
Rio de Janeiro or São Paulo or Brasília (each such day, a “Brazil Business Day”) during the relevant Calculation
Period (each such Brazil Business Day, a “dayT”). The “Daily Floating Rate” in respect of each dayTwill be
calculated asFR
T
–FR
T-1
, where “FR
T
”means an amount calculated as:
ൌͳݐ
݊
ܫܦܥͳ൅
ݐ
ͳ
ʹͷʹ
ൈ
ͳ൅
݀ܽ݁ݎ݌ܵ
ݐ
ͳ
ʹͷʹ
ෑ
and “FR
T-1
” means in respect of each dayT,FR
T
for the Brazil Business Day immediately preceding such dayT;
provided
thaton the first Brazil Business Day of a Calculation Period,FR
T-1
shall equal 1. For purposes of the
foregoing:
“CDI Rate” means, in respect of a Brazil Business Day, the Brazil Interbank Deposit Rate Annualized, known as
the average of the DI-OVER-Extra-Grupo as published by the Central de Custodia e Liquidacão Financeira de
Títulos (“CETIP”),ontheimmediatelyprecedingBrazilBusinessDay(the“Overnight CDI Rate”). If for any
reason there is no Overnight CDI Rate published by CETIP with respect to a Brazil Business Day, then the CDI Rate
for such Brazil Business Day shall be determined in accordance with the rules of the Bolsa de Mercadorias &
Futuros (“BM&F”). If for any reason the CDI Rate for such Brazil Business Day cannot be determined through the
BM&F, then the CDI Rate for such Brazil Business Day shall be jointly determined by the parties. If the parties are
unable to agree on a determination within one Brazil Business Day, then theCDI Rate in respect of the relevant
Brazil Business Day shall be determined by the Calculation Agent.
“CDI
t
” means with respect to each dayt, the CDI Rate (expressed as a decimal).
“n” means the number of Brazil Business Days that have occurred during the period from, and including, the first
calendar day of such Calculation Period to, and including the relevant dayT.
“t” means the series of whole numbers from 1 tonrepresenting each Brazil Business Day that has occurred during
the period from, and including, the first calendar day of such CalculationPeriod to, and including the relevant dayT.
“Spread
t
” means, with respect to each dayt, the Spread, whether positive or negative.
(e) Additional Provisions relating to Japan
.
(i) For any Transaction in respect of which the Exchange or an Exchange
i
islocatedinJapan,the
Interim Price and the Relevant Price
i
will be the last traded price per Share or Share
i
quoted by the
Exchange or Exchange
i
for the relevant Interim Valuation Date or Exchange Business Day, as determined
by the Calculation Agent; provided
that if there is a closing special quote per Share or Share
i
quoted by the
Exchange or Exchange
i
(tokubetsu kehaine) for such date, such Final Price will be such closing special
quote per Share or Share
i
,asdeterminedbytheCalculationAgent.
(ii) If the issuer of a Component Underlier is incorporated in Japan, any special dividends (tokubetsu
haitou) or memorial dividends (kinen haitou) paid in the form of cash with respect to such Component
Underlier shall constitute “gross cash dividends” in respect of such Component Underlier for purposes of
the “Dividend Provisions” above.
(iii) If the Exchange, Component Exchange or Exchange
i
for any Component Underlier is located in
Japan, Counterparty hereby consents to the disclosure of non-public information (hikoukai joho) among
JPMorgan and any Affiliate of JPMorgan to the extent such disclosure is permitted by law and necessary or
appropriate in connection with such Transaction.

14
(f) Additional Provisions in respect of the People’s Republic of China andthe Republic of India
.
(i) Prior to entering into any Transaction where any Exchange, Component Exchange or Exchange
i
for any Component Underlier thereunder is located in the People’s Republic of China (the “PRC”) or in the
Republic of India, Counterparty agrees and undertakes that, if it has not done so previously, it shall execute
and deliver to JPMorgan a mutually agreed representation letter or letters relating to such Transaction and
similar transactions. To the extent Counterparty has executed such a letter or letters, it shall prevail in the
event of any inconsistency with the terms of the Master Agreement or this GMCA.
(ii) The parties agree that the “Additional Provisions for Shares traded through the China Connect
Service” as published by ISDA and as amended, varied or supplemented from time to time (“China
Connect Terms”) shall apply to any Transaction referencing one or more Component Underliers that are
China A shares traded through the China Connect Service. For purposes of the China Connect Terms, the
Hedging Party shall be the party to make the relevant election upon the occurrenceofaChinaConnect
Share Disqualification or a China Connect Service Termination. The terms“China Connect Service”,
“China Connect Share Disqualification” and “China Connect Service Termination” have the meanings
specified in the China Connect Terms. The parties further agree that the “Additional Disruption Event
Provisions for an Offshore Deliverable CNY Transaction” and the “ISDA Offshore Deliverable CNY
TransactionDisruptionFallbackMatrix”,eachaspublishedbyISDAandasamended, varied or
supplemented from time to time, shall apply to any Transaction in respect of which CNY is the Settlement
Currency.
(g) Additional Provisions in respect of Payment of Unpaid Local Taxes or Excess Local Taxes
.Ifthe
amount of taxes, duties or similar charges that would be imposed by the taxingauthorityinanycountryinAPAC
Region 2 on a Hypothetical Broker Dealer (assuming the Applicable Hedge Positions are held in the Hedging
Party’s jurisdiction of incorporation or organization) (“Local Taxes”) or the basis on which such amount is to be
determined is not confirmed before the relevant day on which a Dividend Amount or Final Price, as the case may be,
is determined, or if such amount of Local Taxes is subject to change in the future, then:
(i) if any amount of Local Taxes that should have been taken into account in the determination of
such Dividend Amount or Final Price, as the case may be, was not taken into account (“Unpaid Local
Taxes”), the Non-Hedging Party shall pay to the Hedging Party an amount equal to such Unpaid Local
Taxes on the Currency Business Day following notification from the Calculation Agent; and
(ii) if any excess amount of Local Taxes that should not have been taken intoaccount in the
determination of such Dividend Amount or Final Price, as the case may be, was taken into account
(“Excess Local Taxes”), the Hedging Party shall pay to the Non-Hedging Party an amount equal to such
Excess Local Taxes on the Currency Business Day following notification from the Calculation Agent.
Unless otherwise agreed in a letter described in Section 8(f) above, the parties agree that this paragraph (g) shall
survive and remain in full force and effect in respect of any Unpaid Local Taxes or Excess Local Taxes for a period
of seven years following the Termination Date or any earlier date of termination or cancellation.
(h) Counterparty’s Status as Qualified Investor
. Counterparty represents and warrants to JPMorgan,
that, as of the date hereof and as of the Trade Date of each Transaction, it is(i) an issuer eligible for an exclusion
from the definition of investment company pursuant to Section 3(c)(7) of the Investment Company Act of 1940, as
amended; (ii) a corporation, company, or partnership that owns and invests on a discretionary basis, not less than
USD 25,000,000 in investments; (iii) a natural person who owns and investson a discretionary basis, not less than
USD 25,000,000 in investments; (iv) a government or political subdivision, agency, or instrumentality of a
government who owns and invests on a discretionary basis not less than USD 50,000,000 in investments; or (v)
otherwise meets the definition of a “Qualified Investor” as provided in Section 3(a)(54) of the Securities Exchange
Act of 1934, as amended.
(i) Certain Provisions Relating to Tax
. The following provisions shall apply unless Counterparty is a
U.S. person for U.S. federal income tax purposes:

15
(i) The following is added to the Payee Tax Representations in the Scheduleto the Master Agreement:
“With respect to each Transaction the reference asset of which is issued bya master limited partnership, a
real estate investment trust, a royalty income trust or a “U.S. real property holding corporation” as defined
in Section 897 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or is a basket or an
indexthecomponentsofwhichconsistofanysuchreferenceasset,Counterparty represents, warrants and
covenants to JPMorgan that such Transaction will be treated as a derivative for U.S. federal income tax
purposes and does not constitute, as of the Trade Date of such Transaction,and will not at any time during
the term thereof (in whole or in part) constitute, a “United States real property interest” within the meaning
of Section 897 of the Code. Counterparty shall indemnify JPMorgan for any Tax or related liability of
JPMorgan resulting from the foregoing representations failing at any timetobetrue.”
(ii) JPMorgan and Counterparty agree that the amendments set out in the Attachment (the
“Attachment”) to the ISDA 2015 Section 871(m) Protocol published by the InternationalSwaps and
Derivatives Association, Inc. (“ISDA”) on November 2, 2015 and available on the ISDA website
(www.isda.org) (the “Protocol”) are incorporated into and shall apply to the Master Agreement as if set
forth therein. For this purpose, capitalized terms used but not defined inthe Attachment shall have the
meanings given to them in the Protocol, except that references to “each Covered Master Agreement” in the
Attachment will be deemed to be references to the Master Agreement and the “Implementation Date”
referred to in the Attachment will be deemed to be the date of this GMCA.
(j) Amendment to the Master Agreement
. Notwithstanding anything to the contrary in the Master
Agreement, if Counterparty breaches any of the representations, warranties and covenants contained in Sections 8(a),
8(b) and 8(c) above, it shall constitute an Additional Termination Event under the Master Agreement for which
Counterparty shall be the sole Affected Party and the Transaction(s) related to such breach shall be the sole Affected
Transaction(s).
(k) Payments on Early Termination
. Notwithstanding the definition of Settlement Amount set forth in
the Master Agreement, the Settlement Amount in respect of any Transactionunder this GMCA shall be the
Termination Currency Equivalent of the Close-out Amount with respect thereto, as defined in and determined
pursuant to the form of ISDA
®
2002 Master Agreement, as published by the International Swaps and Derivatives
Association, Inc.
(l) Wall Street Transparency and Accountability Act
. In connection with Section 739 of the Wall
Street Transparency and Accountability Act of 2010, the parties hereby agree to specifically reserve their respective
rights under any Transaction under this GMCA, any GTS, any Transaction Supplement, the Equity Definitions or
the Master Agreement.
9. Confirmation Process; Increase; Optional Early Termination; Automatic Reconfirmation
.
(a) Confirmation of Trades
. JPMorgan may accept a Trade Request in its sole discretion, in whole or
in part, and will not be deemed to have agreed to a Trade Request unless it affirmatively notifies Counterparty or is
deemed to have accepted such Trade Request under the terms of this GMCA or the applicable GTS. Not later than
9:00 a.m. (local time in JPMorgan’s Location) on the Business Day immediately following the relevant Trade
Acceptance Date, JPMorgan shall transfer or otherwise make available to Counterparty one or more electronic files
or reports that include the terms applicable to the relevant Trade (such files or reports, which may relate to more
than one Trade, a “Trading Statement”) through an electronic transmission system (including but not limited to
secure FTP) agreed by the parties from time to time, JPMorgan’s web-based electronic information platform or such
other electronic trading or information system as may be agreed by the parties from time to time. Trading Statements
may include separate statements of terms applicable to Transactions generally or to Transactions relating to a given
currency or Region, whether furnished previously or contemporaneously with the remainder of the Trading
Statement. Any such separate statement, if furnished, will apply to all outstanding Transactions (or Transactions
relating to the given currency or Region) regardless of whether entered into before or after the date of such separate
statement. Such separate statements of terms may include, but shall not belimited to, any portfolio swap preference
report (howsoever described) furnished by JPMorgan to Counterparty and setting forth trading and operational
preferences agreed by the parties from time to time or any schedules of feesand commissions agreed by the parties

16
from time to time setting out such fees and commissions as may be included inthe calculation of the Initial Price
and the Final Price.
Counterparty shall be deemed to have agreed that the terms set forth in suchTrading Statement accurately evidence
the terms agreed by the parties with respect to the relevant Trade unless Counterparty has objected in writing
(including by an electronic messaging protocol or email) to JPMorgan prior to 7:00 p.m. (local time in
Counterparty’s Location) on the Dual Business Day immediately followingthe Trade Acceptance Date with respect
to any term included in or omitted from the Trading Statement. Following Counterparty’s delivery of any such
objection to JPMorgan, the parties shall work together in good faith to resolve the terms identified by Counterparty
as promptly as practicable. For the avoidance of doubt, if Counterparty provides JPMorgan with an end-of-day trade
or allocation file containing Counterparty’s details of each Trade Request, JPMorgan will review such file and
promptly notify Counterparty of any disagreement or discrepancy with JPMorgan’s details of such Trade Request(s),
in which case the parties shall work together in good faith to resolve such disagreement or discrepancy as promptly
as practicable.
IfJPMorganandCounterpartyagreetoenterintoaTransactionwiththesame Underlier as an existing Transaction
but for which the Equity Amount Payer is not the same party, the parties agreethattheirentryintosuchsecond
Transaction may be deemed to effect an Optional Early Termination of both Transactions; provided
that to the
extent that the Transactions have an unequal Number of Underliers, the parties’ entry into the second Transaction
shall be deemed to effect an Optional Early Termination of both Transactions only with respect to the Number of
Underliers in the smaller of the two Transactions, in either case with the Trade Date of the second Transaction being
the Acceleration Date in respect of the Terminated Portion.
For purposes of the foregoing:
“Dual Business Day”meansadaywhichisaBusinessDayintheLocationofbothJPMorganandCounterparty.
“Location” means the location (i) where Counterparty makes the Trade Request, as notified to JPMorgan from time
to time, and (ii) where JPMorgan makes the Trade Acceptance.
“Trade” means (i) entering into a new Transaction; (ii) terminating an existing Transaction (in whole or in part) via
Optional Early Termination; or (iii) otherwise modifying the terms of an existing Transaction (including a Basket
Modification or an Increase).
“Trade Acceptance” means that JPMorgan accepts a Trade Request.
“Trade Acceptance Date” with respect to a Trade means the Exchange Business Day on which the Trade
Acceptance occurs. However, for purposes of applicable confirmation timeliness rules, the Trade Acceptance Date
will be the next day that is a Dual Business Day if the Trade Acceptance occurs (x) after 4:00 p.m. local time on
such Exchange Business Day in the Location of either party or (y) on a day that is not a Dual Business Day. If, due
to time zones, the Trade Acceptance Date is a different calendar day in the Locations of JPMorgan and Counterparty,
any obligation of a party tied to the Trade Acceptance Date will be measuredfrom the calendar day in that party’s
Location. For the avoidance of doubt, as a result of the application of the foregoing, the Trade Acceptance Date may
be deemed to occur on a date that is different from the Trade Date.
“Trade Request” means that the Counterparty requests a Trade in the manner contemplated bythisGMCA,the
applicable GTS or JPMorgan’s then-current operational requirements provided to Counterparty from time to time.
(b) Increase(s) to an Existing Transaction
. The parties may agree from time to time that Trade
Requests which, if accepted by JPMorgan, would have the effect of increasing the size of a pre-existing Transaction
in respect of any Share or Index will be treated as a request to increase the size of such Transaction rather than to
enter into a new Transaction (an “Increase”). The procedure and timing for request, approval, entry into and
confirmation of an Increase will be the same as for entry into a new Transaction and the related Trading Statement
provided by JPMorgan will contain the terms applicable to such Increase and will indicate “Increase” in the
“Activity” field thereof. The terms of the original Transaction will remain unchanged except with respect to the

17
increased Number of Underliers, the Equity Notional Amount and the Notional Amount, which will be effective
from and after the date specified in the Transaction Supplement as the Effective Date. The Calculation Agent will
make any necessary adjustments to the Transaction to account for the Increase (including, without limitation, any
adjustments required to Floating Amounts to account for the increase in Notional Amount).
(c) Optional Early Termination
. Either party (the “Terminating Party”) may accelerate the valuation
of a Transaction in whole or in part (an “Optional Early Termination”) on any Scheduled Trading Day prior to the
final Valuation Date by providing to the other party an irrevocable noticeor instruction (an “Optional Early
Termination Notice”) specifying (i) the portion of such Transaction being accelerated (the “Terminated Portion”)
and (ii) the accelerated valuation date, which may be the date such Optional Early Termination Notice is delivered
(the “Acceleration Date”); provided
that if Counterparty is the Terminating Party, JPMorgan may postpone the
Acceleration Date to such other date(s) JPMorgan deems appropriate if JPMorgandeterminesingoodfaithandina
commercially reasonable manner, taking into account relevant market conditions, time zone differences and such
other factors as JPMorgan considers relevant, that it would be impracticable or inadvisable to unwind the
Terminated Portion, in whole or in part, on such proposed Acceleration Date. Notwithstanding the foregoing, (i)
Optional Early Termination will not apply to any Transaction in respect ofwhich the parties have so agreed in the
related Transaction Supplement; (ii) a party shall not have the right to specify an Optional Early Termination if (x)
there is an ongoing Event of Default or Termination Event affecting all Transactions and (y) the Terminating Party
is the Defaulting Party or the sole Affected Party, as applicable; (iii) noOptional Early Termination in respect of
which Counterparty is the Terminating Party shall be effective unless JPMorgan acknowledges receipt of the related
Optional Early Termination Notice; and (iv) each Optional Early Termination will be subject to the provisions of
this GMCA and the Equity Definitions with respect to Market Disruption Events, Potential Adjustment Events,
Extraordinary Events and FX Disruptions.
Unless otherwise agreed by the parties, in connection with an Optional Early Termination the Calculation Agent
shall determine the Equity Amount, Floating Amount and Dividend Amount, if any, in respect of the Terminated
Portion in accordance with the terms of such Transaction (or, in the case ofthe Equity Amount, in such manner and
pursuant to such methodology as may otherwise be agreed by the parties in respect of such Optional Early
Termination) but on the basis that the Acceleration Date is deemed to be thefinal Valuation Date and with such
adjustments as may be necessary to preserve the original economic intent of the Transaction. If Counterparty is the
Terminating Party, the Calculation Agent may adjust the Floating Amount to account for any break funding costs of
the Hedging Party (as determined by the Hedging Party in a commercially reasonable manner). The Calculation
Agent will promptly notify the parties of any amounts payable in connectionwithanOptionalEarlyTermination
(and, to the extent agreed by the parties, any accrued interest on such amounts at a per
annumrate determined by the
Calculation Agent) which amounts shall be paid by the relevant party on theapplicable date or dates determined in
accordance with the related Transaction Supplement.
Each Optional Early Termination shall be evidenced by a Trading Statementconfirmed in the manner described in
Section 9(a) above. In the case of an Optional Early Termination of a portion of a Transaction, the Terminated
Portion shall be terminated and the remaining portion of such Transactionshall continue in full force and effect, and
the Calculation Agent shall make corresponding adjustments to the terms of the Transaction to reflect such partial
termination.
In addition to the foregoing, if Counterparty is the Terminating Party in respect of a Transaction that forms part of a
group of two or more Transactions with respect to which each Transaction therein is part of a single trading strategy
as of the Trade Date thereof (such group of Transactions, a “Linked Strategy”), JPMorgan may adjust the
Independent Amount Percentage for any remaining Transaction(s) in the LinkedStrategy,andsuchnew
Independent Amount Percentage for any such remaining Transaction(s) shall be as specified in a Trading Statement
confirmed in the manner described in Section 9(a) above.
(d) Automatic Reconfirmation of Expiring Transactions
. Upon the occurrence of the final Valuation
Date (the “Original Final Valuation Date”) of a Transaction (an “Expiring Transaction”), the parties shall be
deemed to agree to the entry into a new Transaction (the “Reconfirmed Transaction”) in accordance with the terms
of this Section 9(d) unless (x) the parties have agreed on or prior to the Original Final Valuation Date that a
Reconfirmed Transaction shall not be entered into in respect of such Expiring Transaction or (y) the parties have
agreed that the provisions of Section 9(c) relating to Optional Early Termination will not apply to the Expiring

18
Transaction. With respect to the Expiring Transaction and the Reconfirmed Transaction: (i) the tenor of the
Reconfirmed Transaction shall be equal to the tenor of the Expiring Transaction; (ii) the Final Price for the Expiring
Transaction will be determined in the same manner as an Interim Price; (iii) the Initial Price of the Reconfirmed
Transaction will be equal to the Final Price for the Expiring Transaction;(iv) the applicable payments in respect of
settlement of the Expiring Transaction shall be made on the relevant payment dates in respect thereof; and (v) all
other relevant terms of the Reconfirmed Transaction shall be equivalent to the terms applicable to the Expiring
Transaction, as determined by the Calculation Agent. The agreement to enter into the Reconfirmed Transaction shall
be considered a Trade Request and a Trade Acceptance, and the Reconfirmed Transaction shall be confirmed in the
manner provided in Section 9(a) above.
10. Miscellaneous
.
(a) Entire Agreement
. This GMCA, as supplemented by any applicable GTS and any Transaction
Supplement constitutes the entire agreement and understanding of the parties with respect to its subject matter and
supersedes all oral communication and prior writings with respect specifically thereto. If a Trading Statement uses a
different field name or value to represent a defined term or value thereforset forth in this GMCA or a GTS, the
Calculation Agent shall reconcile such field name to the corresponding defined term or value used in such document.
In addition, a Trading Statement may specify additional fields or information not required under the terms of this
GMCA, a GTS or the Definitions and, in such case, any such additional fieldsor information shall have no effect or
meaning for purposes of the relevant Trade or the related Transaction Supplement. Upon reasonable request,
JPMorgan will provide Counterparty with technical guidance indicating how certain defined terms or values therefor
used herein are reflected in a Trading Statement.
(b) Amendments
. An amendment, modification or waiver in respect of this GMCA, any GTS or any
Transaction Supplement that is not confirmed by means of a Trading Statement will only be effective if in writing
(including a writing evidenced by a facsimile transmission) and executedby each of the parties or confirmed by an
exchange of telexes or by an exchange of electronic messages on an electronic messaging system. For any
Transaction Supplement that is confirmed by means of a Trading Statement,the parties may mutually agree (orally,
by telephone, by an agreed electronic means or otherwise) to amend any previously agreed term of such Transaction
Supplement and evidence such amended term(s) in a Trading Statement delivered or made available to Counterparty
and confirmed in the manner described in Section 9(a) above, which TradingStatement, and the amendment(s)
evidenced thereby, shall be conclusive as to the amended term(s) of the relevant Transaction absent manifest error.
(c) Counterparts; Headings; Field Names
. This GMCA may be executed in counterparts, each of
which will be deemed an original. The headings used in this GMCA are for convenience of reference only and shall
not affect the construction of or be taken into consideration in interpreting this GMCA. Reference to specific field
names or rule names in Transaction Supplements reflect those in effect on the date hereto. JPMorgan may change
any such field name or rule name, or the manner in which data is presented therein, at any time and from time to
time upon notice to Counterparty. In the event of any such modification, the Calculation Agent will adjust the terms
hereof to retain the original intent of the parties.
(d) Office
. For purposes of Section 10 of the Master Agreement, JPMorgan’s Office forTransactions
governed by this GMCA shall be as specified in the related Transaction Supplement or as otherwise notified by
JPMorgan to Counterparty in writing. The following applies where JPMorgan’s Office is London: “JPMorgan Chase
Bank, N.A. at its London Branch is a bank authorized and subject to supervision and regulation by the Office of the
Comptroller of the Currency, and is also supervised and regulated with respect to certain matters by the Board of
Governors of the Federal Reserve System, each in the jurisdiction of the United States of America. Authorized by
the Prudential Regulation Authority. Subject to regulation by the Financial Conduct Authority and limited regulation
by the Prudential Regulation Authority. Details about the extent of our regulation by the Prudential Regulation
Authority are available from us on request. (Firm Reference Number: 124491).”
(e) Swap Data Repository
. If any Transaction is a “swap” as defined in the Commodity Exchange
Act, as amended (the “CEA”), and JPMorgan is the reporting party under applicable U.S. law for such Transaction,
DTCC Data Repository (U.S.) LLC (or a successor thereto) will be the “swap data repository” as defined in the CEA
in respect of such Transaction.

19
(f) Scope of Agreement
. This GMCA shall govern all transactions between the parties, whether
entered into before, on or after the date of this GMCA, that fall within any of the categories of transactions covered
by any applicable GTS (each, a “Covered Transaction Type”) unless the parties have expressly agreed otherwise
in writing in connection with the relevant transaction. Each such transaction that is of a Covered Transaction Type
will constitute a Transaction if the parties are legally bound by an agreement (oral or other) on its terms under the
principles stated in this GMCA, regardless of whether this GMCA is referred to in a document or other evidence
confirming any of the terms of that Transaction (each such transaction, a “Covered Transaction”). Promptly
following the date hereof JPMorgan will deliver or make available to Counterparty in the manner described in
Section 9(a) above one or more Trading Statements in respect of each Covered Transaction to be confirmed in the
manner described in Section 9(a). Each confirmed Transaction Supplementin respect of a Covered Transaction
(together with the terms of this GMCA and the applicable GTS) will supersede and replace in all respects the
original confirmation relating to each such Covered Transaction and the terms of each such Covered Transaction
will be amended and restated thereby.
(g) Role of Agent
. Each party agrees and acknowledges that JPMorgan will be represented foreach
Transaction by one of J.P. Morgan Securities LLC, J.P. Morgan Securities (Asia Pacific) Limited, J.P. Morgan
Securities plc, J.P. Morgan Securities Japan Co., Ltd. or such other Affiliate of JPMorgan acting as agent for
JPMorgan (each, an “Agent”), as determined by JPMorgan. Any Transaction entered into under this GMCAthat
refers to JPMorgan shall be deemed to be entered into with JPMorgan acting through the Agent for such Transaction.
The name of the Agent for each Transaction is available upon request. Each party agrees and acknowledges that the
Agent has acted solely as agent and not as principal with respect to any Transaction documented pursuant to this
GMCA, and the Agent has no obligation or liability, by way of guarantee, endorsement or otherwise, in any manner
in respect of any Transaction documented pursuant to this GMCA (including, without limitation, in respect of the
settlement thereof). Each party agrees it will look solely to the other party (or any guarantor in respect thereof) for
performance of such other party’s obligations under any Transaction documented pursuant to this GMCA.

Signature page to
GMCA
IN WITNESS WHEREOF the parties have executed this GMCA, and have agreed that each GTS indicated below
shall apply, with effect from the date specified on the first page hereof.
General Terms SupplementApplicable
Single Share Swap General Terms SupplementYes
Single Index Swap General Terms SupplementYes
Share Basket Swap General Terms SupplementYes
JPMorganChaseBank,NationalAssociationScientechMasterFund,Ltd.
By:___________________________By:___________________________
AuthorizedSignatoryName:
Name:Title:
ISDAMasterAgreementDate:December7,2020
JPMorganInternalIDNumber(SPN):2697448
MtAtD

SSS GTS –
1
Single Share Swap General Terms Supplement
1. The general terms of each Share Transaction to which this Single Share Swap General Terms Supplement
(this “SSS GTS”) relates are as provided below (unless otherwise specified in the related Transaction Supplement).
This SSS GTS supplements the Global Master Securities Swap Confirmation Agreement dated as of December 7,
2020 (as amended and supplemented from time to time, the “GMCA”) between JPMorgan Chase Bank, National
Association (“JPMorgan”) and each entity identified as a counterparty therein (each, a “Counterparty”). Unless
otherwise specified in the related Transaction Supplement or unless certain common terms in the GMCA provide
that such terms apply to transactions other than Share Transactions, all common terms set forth in the GMCA shall
apply to each Share Transaction under this SSS GTS. Capitalized terms usedin this SSS GTS and not otherwise
defined shall have the meanings assigned to them in the GMCA.
General Terms:
Shares:The class of securities identified by the Ticker.
Ticker:As specified in the related Transaction Supplement.
Exchange:The exchange identified by the Exchange Code.
Exchange Code:As specified in the related Transaction Supplement.
Equity Amounts:
Number of Shares:The number of Shares specified in the related Transaction Supplement.
Initial Price:An amount in the Settlement Currency as specified in the related
Transaction Supplement. For the avoidance of doubt, the Initial Price will
include any relevant fees and commissions specified in any schedule of fees
or pricing sheet forming a part of the Transaction Supplement or as may
otherwise be agreed by the parties.
Final Price:In respect of any Interim Valuation Date, the official closing price per Share
on the Exchange at the Valuation Time on such Valuation Date, as
determined by the Calculation Agent (the “Interim Price”).
In respect of the final Valuation Date:
(a) if JPMorgan is the Equity Amount Payer, the product of (A) the
Gross Price (or, if “Futures Price Valuation” is specified as applicable inthe
related Transaction Supplement, the Official Settlement Price) and (B)
100% minus
the Final Price Fee, as such product is adjusted by the
Calculation Agent to account for any Taxation; and
(b) if Counterparty is the Equity Amount Payer, the product of (A) the
Gross Price (or, if “Futures Price Valuation” is specified as applicable inthe
related Transaction Supplement, the Official Settlement Price) and (B)
100% plus
the Final Price Fee, as such product is adjusted by the
Calculation Agent to account for any Taxation.
Notwithstanding the foregoing, if “Futures Price Valuation” is specifiedas
applicable in the related Transaction Supplement, in respect of a Valuation
Date determined pursuant to an Optional Early Termination:

SSS GTS –
2
(i) if JPMorgan is the Equity Amount Payer, the product of (A) the
FPVHBDPriceand(B)100%minus
the Final Price Fee, as such product is
adjusted by the Calculation Agent to account for any Taxation; and
(ii) if Counterparty is the Equity Amount Payer, the product of (A) the
FPV HBD Price and (B) 100% plus
the Final Price Fee, as such product is
adjusted by the Calculation Agent to account for any Taxation.
Valuation Time:As provided in Section 6.1 of the Equity Definitions; provided
that if
Averaging is not applicable, the Valuation Time on the final Valuation Date
shall be each of the times at which the Hypothetical Broker Dealer, acting
in a commercially reasonable manner, would terminate or liquidate
Applicable Hedge Positions, as determined by the Calculation Agent.
Gross Price:Unless otherwise agreed by the parties, (i) if the Exchange islocated in the
NA Region, the arithmetic mean of the VWAP Prices for the Averaging
Dates and (ii) if the Exchange is located in any other Region, the HBD Price.
Market Disruption Event:For the purpose of determining the Gross Price inrespect of the final
Valuation Date only, (a) Section 6.3(a) of the Equity Definitions is hereby
amended by (i) replacing clause (ii) in its entirety with “(ii) an Exchange
Disruption, or” and (ii) replacing the period at the end of the first sentence
thereof with the phrase “; in each case, that the Calculation Agent
determines is material.” and (b) if the Exchange is located in the NA Region,
Section 6.3(d) of the Equity Definitions is hereby amended by deleting the
remainder of the provision following the term “Scheduled Closing Time”.
Provisions Relating to Averaging:
VWAP Price:For any Exchange Business Day, the composite volume-weightedaverage
price per Share based on transactions executed in the country in which the
Exchange is located during the regular trading session for the Exchange on
such Exchange Business Day, as determined by the Calculation Agent using
the Bloomberg function “<equity> AQR” (or any successor thereto as
determined by the Calculation Agent) with respect to the Ticker for the
Shares or, if such price is not so reported for such Exchange Business Day
for any reason or is manifestly erroneous, as determined by the Calculation
Agent using other commercially reasonable means.
Averaging:If (a) the Exchange is located in the NA Region and/or (b) the parties
otherwise agree to a specified number of Averaging Dates, Applicable;
otherwise, Not Applicable.
Averaging Dates:If the Exchange is located in the NA Region and the partieshave not agreed
to a specified number of Averaging Dates, there shall be one Averaging
Date in respect of the final Valuation Date if the Number of Shares is less
than or equal to the ADTV Limit.
If the parties have agreed to a specified number of Averaging Dates, each
day specified as such in the related Transaction Supplement shall be an
Averaging Date.
If the Number of Shares (or, if the parties have agreed to a specified number
of Averaging Dates, the Number of Shares divided by the number of
agreed-upon Averaging Dates (the “Per-Day Number of Shares”)) is

SSS GTS –
3
greater than the ADTV Limit on any Averaging Date, then JPMorgan may
determine the number of Averaging Date(s) in respect of the final Valuation
Date; provided
that the number of Averaging Dates shall not be greater than
the quotient (rounded up to the nearest whole number) of the Number of
Shares divided
bythe ADTV Limit. The first Averaging Date in respect of
the final Valuation Date shall occur on the final Valuation Date, with the
remaining number of Averaging Dates, if any, occurring thereafter, one on
each succeeding Scheduled Trading Day.
ADTV Limit:20% of the average daily composite trading volume reported forthe Shares
for the regular trading hours of the Exchange for the 28 consecutive
calendar days ending on the Exchange Business Day immediately prior to
the final Valuation Date, as determined by the Calculation Agent using
Bloomberg function “<equity> HP” (or any successor thereto as determined
by the Calculation Agent) with respect to the Ticker for the Shares or, if
such average daily trading volume is not so reported for any reason or is
manifestly erroneous, as determined by the Calculation Agent using other
commercially reasonable means.
Averaging Date Disruption:Modified Postponement; provided
that if a Market Disruption Event occurs
on any Averaging Date, the Calculation Agent may take either or both of
the following actions: (a) postpone the scheduled final Averaging Date in
accordance with Modified Postponement and/or (b) determine that such
Averaging Date is a Disrupted Day only in part, in which case the
Calculation Agent shall (i) determine the VWAP Price for such Disrupted
Day based on eligible transactions in the Shares on such Disrupted Day
taking into account the nature and duration of such Market Disruption Event,
(ii) designate an additional Averaging Date to occur after the last scheduled
Averaging Date and (iii) determine the Gross Price in respect of the final
Valuation Date based on an appropriately weighted average instead of the
arithmetic mean described under “Gross Price” above.
Any Exchange Business Day on which the Exchange is scheduled to close
prior to its normal close of trading shall be deemed to be a Disrupted Day in
part.
Provisions Relating to HBD Price:
HBD Price:The volume-weighted average price per Share that would be realizedbya
Hypothetical Broker Dealer, acting in a commercially reasonable manner,in
terminating or liquidating Applicable Hedge Positions during the Final
Execution Period, as determined by the Calculation Agent.
Final Execution Period:The period from, and including, the final Valuation Date to, and including,
the Exchange Business Day on which a Hypothetical Broker Dealer, acting
in a commercially reasonable manner, would execute the last long or short
transaction, as the case may be, to unwind Applicable Hedge Positions in
respect of such Transaction, as determined by the Calculation Agent.

SSS GTS –
4
Floating Amounts:
Notional Amount:If there is more than one Averaging Date or the Final Execution Period is
longerthanoneday,thentheCalculationAgentshallmakecommercially
reasonable adjustments to the Notional Amount for each day commencing
one Settlement Cycle following the final Valuation Date for purposes of
computing the applicable Floating Amount.
Dividends:
Dividend Amount:The Relevant Amount multiplied
bythe Dividend Percentage multipliedby
the Number of Shares as of the ex-dividend date for the relevant dividend;
provided
that for any Transaction in respect of which there is more than one
Averaging Date or the Final Execution Period is longer than one day, the
Calculation Agent shall make commercially reasonable adjustments to the
Number of Shares for purposes of calculating the Dividend Amount if an
ex-dividend date occurs on any Averaging Date or during the Final
Execution Period, as applicable.
Dividend Payment Date(s):As specified in the GMCA; provided
,however, that if the ex-dividend date
for the relevant dividend has occurred but the related Dividend Distribution
Date would occur after the Termination Date, the Dividend Payment Date
for the relevant Dividend Amount will be such Dividend Distribution Date
or, if agreed by the parties, the date that would have been the next scheduled
Dividend Payment Date but for the occurrence of the Termination Date or
such other date as may be agreed by the parties.
Relevant Amount:In respect of any Share, the Paid Amount.
Extraordinary Events:
Consequences of Merger Events:
Share-for-Share:Alternative Obligation.
Share-for-Other:Cancellation and Payment.
Share-for-Combined:Component Adjustment.
Consequences of Tender Offers:
Share-for-Share:Calculation Agent Adjustment.
Share-for-Other:Calculation Agent Adjustment.
Share-for-Combined:Calculation Agent Adjustment.
Nationalization, Insolvency
or Delisting:Cancellation and Payment; provided
that (a) if the Exchange is located in
the United States, in addition to the provisions of Section 12.6(a)(iii) ofthe
Equity Definitions, it will 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 NYSE
Arca, The NASDAQ Global Select Market, The NASDAQ Global Market
(or their respective successors) or any other exchange possessing

SSS GTS –
5
comparable liquidity, as determined by the Calculation Agent; if the Shares
are immediately re-listed, re-traded or re-quoted on any such exchange or
quotation system, such exchange or quotation system shall be deemed to be
the Exchange; and (b) Section 12.6(a)(ii) of the Equity Definitions is hereby
amended by adding “ or (C) with respect to any Transaction for which the
Shares are issued by a trust (such issuer trust, the “Trust Issuer”), if the
trust agreement or any similar governing document of the Trust Issuer is
terminated, or the Trust Issuer becomes, for any reason, subject to
termination, liquidation, dissolution or winding-up or any other analogous
proceeding” at the end of clause (B) thereof.

SIS GTS –
1
Single Index Swap General Terms Supplement
1. The general terms of each Index Transaction to which this Single Index Swap General Terms Supplement
(this “SIS GTS”) relates are as provided below (unless otherwise specified in the related Transaction Supplement).
This SIS GTS supplements the Global Master Securities Swap Confirmation Agreement dated as of December 7,
2020 (as amended and supplemented from time to time, the “GMCA”) between JPMorgan Chase Bank, National
Association (“JPMorgan”) and each entity identified as a counterparty therein (each, a “Counterparty”). Unless
otherwise specified in the related Transaction Supplement or unless certain common terms in the GMCA provide
that such terms apply to transactions other than Index Transactions, all common terms set forth in the GMCA shall
apply to each Index Transaction under this SIS GTS. Capitalized terms usedin this SIS GTS and not otherwise
defined shall have the meanings assigned to them in the GMCA.
General Terms:
Index:The index identified by the Ticker.
Ticker:As specified in the related Transaction Supplement.
Component Security:Each security contained in the Index. Each ComponentSecurity shall be
considered a Share for purposes of the Equity Definitions and references
therein to the “Issuer” shall be construed as references to the issuer of a
Component Security.
Exchange(s):If the primary exchange for each Component Security comprising an Index
(each, a “Component Exchange”) is the same exchange, then such
exchange shall be the Exchange in respect of such Index. If Exchange Code
“CSE” is specified, or if the Component Exchange for each Component
Security comprising an Index is not the same exchange, the Exchanges in
respect of such Index shall be “Component Security Exchanges”.
Exchange Code(s):If there is only one Component Exchange in respect of theIndex, as
specified in the related Transaction Supplement; otherwise, CSE.
Index Disclaimer:Applicable.
U.S. Macro Index:The S&P 500 Index, the S&P MidCap 400 Index, the Nasdaq 100Index,
the Russell 1000 Index, the Russell 2000 Index, the Russell 3000 Index or
any total return index of any such indices.
Equity Amounts:
Number of Units:The number of Index units specified in the related Transaction Supplement.
Initial Price:The Index level as specified in the related Transaction Supplement. For the
avoidance of doubt, the Initial Price will include any relevant fees and
commissions specified in any schedule of fees or pricing sheet forming a
part of the Transaction Supplement or as may otherwise be agreed by the
parties.
Final Price:In respect of any Interim Valuation Date, the Gross Price in respect of such
Valuation Date.
In respect of the final Valuation Date:

SIS GTS –
2
(a) if JPMorgan is the Equity Amount Payer, the product of (A) the
Gross Price (or, if “Futures Price Valuation” is specified as applicable inthe
related Transaction Supplement, the Official Settlement Price) in respect of
the final Valuation Date and (B) 100% minus
the Final Price Fee, as such
product is adjusted by the Calculation Agent to account for any Taxation;
and
(b) if Counterparty is the Equity Amount Payer, the product of (A) the
Gross Price (or, if “Futures Price Valuation” is specified as applicable inthe
related Transaction Supplement, the Official Settlement Price) in respect of
the final Valuation Date and (B) 100% plus
the Final Price Fee, as such
product is adjusted by the Calculation Agent to account for any Taxation.
Notwithstanding the foregoing, if “Futures Price Valuation” is specifiedas
applicable in the related Transaction Supplement, in respect of a Valuation
Date determined pursuant to an Optional Early Termination:
(i) if JPMorgan is the Equity Amount Payer, the product of (A) the
FPVHBDPriceand(B)100%minus
the Final Price Fee, as such product is
adjusted by the Calculation Agent to account for any Taxation; and
(ii) if Counterparty is the Equity Amount Payer, the product of (A) the
FPV HBD Price and (B) 100% plus
the Final Price Fee, as such product is
adjusted by the Calculation Agent to account for any Taxation.
Gross Price:In respect of any Exchange Business Day, the official closinglevel of the
Index on such Exchange Business Day, as determined by the Calculation
Agent.
Dividends:
For the purpose of Article 10 of the Equity Definitions, references to “Shares” shall be deemed to be references to
any Component Security.
Dividend Amount:In respect of any Dividend Period and the related Dividend Payment Date,
the aggregate sum of the Individual Dividend Amounts.
Individual Dividend Amount:In respect of any dividend or distribution onany Component Security, an
amount determined by the Calculation Agent equal to (a) the product of (i)
the Number of Component Security on the ex-dividend date for such
dividend or distribution, (ii) the Relevant Amount, (iii) the applicable
Dividend Percentage and (iv) the Number of Units on the ex-dividend date
for such dividend or distribution divided
by(b) the Official Index Divisor in
effect on the ex-dividend date for such dividend or distribution; provided
that the Calculation Agent shall exclude any such dividend or distribution
(or a portion thereof) from calculation of the Individual Dividend Amountif
the Index has taken into account such dividend or distribution (or a portion
thereof), whether through a change in the composition of the Index and/or
level of the Index or the Official Index Divisor or otherwise.
Number of Component Security:In respect of any Component Security at any time, the number of units of
such Component Security included in the Index at such time.
Relevant Amount:With respect to any Component Security, the sum of (a) anyCash Dividend
Amountand(b)anyNon-CashDividendValue.

SIS GTS –
3
Cash Dividend Amount:In respect of any Component Security and a Dividend Period, for each
dividend or distribution for which the Dividend Distribution Date would
occur in the next Dividend Period (or after the Termination Date), the Ex
Amount, as adjusted by the Calculation Agent by reference to relevant
public announcements by the Issuer and/or other information sources or
market data deemed reliable by the Calculation Agent; otherwise, the Paid
Amount.
Non-Cash Dividend Value:In respect of any Component Security, an amount per unit of such
Component Security equal to the gross cash value of any non-cash dividend
or distribution (“Distribution Property”) that a Hypothetical Broker
Dealer would realize if it were to sell the relevant Distribution Property(if
JPMorgan is the Equity Amount Payer) or if it were to buy, or maintain
short Applicable Hedge Positions in, the relevant Distribution Property(if
Counterparty is the Equity Amount Payer) on the relevant date of
distribution. If such cash value is commercially impracticable to realize, the
cash value of the Distribution Property shall be determined by the
Calculation Agent based on relevant market data, the characteristics of the
Distribution Property and the capital structure of the Issuer. In either case,
the Non-Cash Dividend Value shall be expressed in a currency determined
by the Calculation Agent in light of the market or markets for the
Distribution Property. In the event that the holder of the Component
Security shall have the right to elect the composition of the Distribution
Property (including whether such dividend or distribution shall be, in whole
or in part, a cash dividend or Distribution Property), JPMorgan shall
determine the composition of the relevant cash dividend or Distribution
Property based on an election determined by it.
Official Index Divisor:The denominator calculated and periodically published by the Index
Sponsor that is used to calculate the level of the Index as of any Exchange
Business Day from the aggregate market value of all Component Securities
on such Exchange Business Day or to otherwise normalize the level of the
Index.
Non-Publication and Correction:The Calculation Agent shall determine the Number of Component Security
or the Official Index Divisor if the Index Sponsor does not publish such
information for whatever reason including, without limitation, the factthat
it has not published such information per its ordinary practice or has failed
to do so due to an Index Disruption (in either or any case, a “Non-
Publication”), and in making any such determination the Calculation Agent
may take into account the formula for and method of calculating the
Number of Component Security or the Official Index Divisor, if any, last in
effect prior to such Non-Publication and any publicly available information
concerning the Index that the Calculation Agent determines is relevant.
Without limiting the generality of Section 11.4 of the Equity Definitions,in
the event that an Official Index Divisor or the Number of Component
Security utilized for any calculation or determination under a Transaction is
subsequently corrected (or, where there has been a Non-Publication,
subsequently published by the Index Sponsor) and published by the Index
Sponsor within five Scheduled Trading Days after the original publication
(or the date of the Calculation Agent’s determination in the case of a Non-
Publication), either party may notify the other party of that correction
and/or subsequent publication and the Calculation Agent will adjust the
Individual Dividend Amount as appropriate to take into account such
correction and/or subsequent publication.

SIS GTS –
4
Index Adjustments Events:
Index Cancellation:Cancellation and Payment.
Index Modification:Cancellation and Payment.
Index Disruption:Calculation Agent Adjustment. For the avoidance of doubt, if an Index
Disruption occurs on any Valuation Date that is also a Disrupted Day,
Section 6.6 of the Equity Definitions shall apply.
2.Component Security Index Provisions
. Notwithstanding anything to the contrary herein or in the Equity
Definitions, if “Component Security Exchanges” are deemed to be the Exchange(s) for any Transaction herein or
specified as the Exchange(s) in the related Transaction Supplement, the following provisions will apply:
Scheduled Trading Day:Any day on which the Index Sponsor is scheduled to publish the level of
the Index.
Exchange Business Day:Any Scheduled Trading Day on which the Index Sponsor publishes the
level of the Index.
Gross Price:If an Optional Early Termination occurs, the Gross Price in respect of the
final Valuation Date that is accelerated to the Acceleration Date shall bethe
price determined by the Calculation Agent by reference to (a) the closing
price of each Component Security on the Component Exchange for such
Component Security on such Valuation Date, subject to Consequences of
Disrupted Days below, and (b) the published rules of the Index.
Consequences of
Disrupted Days:(a) If any Interim Valuation Date is a Disrupted Day, the Final Price in
respect of such Interim Valuation Date shall be the Gross Price on the
immediately preceding Exchange Business Day; and
(b) if the final Valuation Date is a Disrupted Day, (i) the final
Valuation Date shall be postponed to the Exchange Business Day that the
Calculation Agent determines would be the day that a Hypothetical Broker
Dealer would have terminated or liquidated the Applicable Hedge Positions
for all Component Securities and (ii) the Calculation Agent shall determine
the Gross Price in respect of such postponed Valuation Date by calculating
a hypothetical closing level of the Index for such date using the values for
each Component Security not affected by the occurrence of such Disrupted
Day determined as of the scheduled final Valuation Date and the values for
each Component Security affected by the occurrence of such Disrupted Day
(each, an “Affected Component Security”) determined as of the Exchange
Business Day that the Calculation Agent determines would be the day that a
Hypothetical Broker Dealer would have terminated or liquidated the
Applicable Hedge Positions for such Affected Component Security. In
making such determination, the Calculation Agent shall take into account(x)
the formula for and method of calculating the number and value of such
Affected Component Security or the Official Index Divisor last in effect
priortothefirstDisruptedDayinrespectofsuchAffectedComponent
Security (or, if such calculation or publication has not been previously made
by the Index Sponsor, based on any publicly available information
concerning the Index that the Calculation Agent determines is relevant);(y)
the impact that the relevant Market Disruption Event or failure to open
would have on the trading activity of a Hypothetical Broker Dealer in each

SIS GTS –
5
Affected Component Security in respect of the Applicable Hedge Positions
and (z) by reference to: (A) the closing price of each Affected Component
Security on the Component Exchange for such Affected Component
Security for the first day that is not a Disrupted Day in respect of such
Affected Component Security; and/or (B) the impact of any corporate
actions in respect of each Affected Component Security occurring on any
Disrupted Day that have not otherwise been taken into account; and/or (C)
the level of the Index or prices of each Affected Component Security on any
Disrupted Day.
Market Disruption Event:In respect of the final Valuation Date, “Market Disruption Event” means
the occurrence or existence of:
(a) in respect of any Component Security, (i) a Trading Disruption; (ii)
an Exchange Disruption, which in either case the Calculation Agent
determines is material, at any time during the one hour period that ends at
the Valuation Time in respect of the Component Exchange for such
Component Security; or (iii) an Early Closure; or
(b) in respect of futures or options contracts relating to the Index, (i) a
Trading Disruption; (ii) an Exchange Disruption, which in either case the
Calculation Agent determines is material, at any time during the one hour
period that ends at the Valuation Time in respect of any relevant Related
Exchange; or (iii) an Early Closure.
For purposes of determining whether a Market Disruption Event has
occurred, “Valuation Time” means (x) in respect of any Component
Security, the Scheduled Closing Time on the Component Exchange for
such Component Security, and (y) in respect of any futures contracts or
options contracts on the Index, the close of trading on any relevant Related
Exchange.
Trading Disruption, Exchange
Disruption, Early Closure and
Disrupted Day:As used in these Component Security Index Provisions, the terms “Trading
Disruption”, “Exchange Disruption”, “Early Closure” and “Disrupted Day”,
when used in respect of an Index and a particular Component Security,
shall mean a Disrupted Day determined as if the relevant Transaction were
a Share Transaction, the Shares were such Component Security and the
Exchange were the Component Exchange for such Component Security.
Index Disruption:Calculation Agent Adjustment; provided
that (a) if an Index Disruption
occurs on any Valuation Date other than the final Valuation Date that is also
a Disrupted Day, such event shall constitute an Index Disruption and
“Consequences of Disrupted Day” above shall not apply; and (b) if an Index
Disruption occurs on the final Valuation Date that is also a Disrupted Day,
“Consequences of Disrupted Day” above shall apply.

SBS GTS –
1
Share Basket Swap General Terms Supplement
1. The general terms of each Basket Transaction to which this Share Basket Swap General Terms Supplement
(this “SBS GTS”) relates are as provided below (unless otherwise specified in the relatedTransactionSupplement).
This SBS GTS supplements the Global Master Securities Swap Confirmation Agreement dated as of December 7,
2020 (as amended and supplemented from time to time, the “GMCA”) between JPMorgan Chase Bank, National
Association (“JPMorgan”) and each entity identified as a counterparty therein (each, a “Counterparty”). Unless
otherwise specified in the related Transaction Supplement or unless certain common terms in the GMCA provide
that such terms apply to transactions other than Basket Transactions, allcommon terms set forth in the GMCA shall
apply to each Basket Transaction under this SBS GTS. Capitalized terms used in this SBS GTS and not otherwise
defined shall have the meanings assigned to them in the GMCA.
General Terms:
Basket:As specified in the related Transaction Supplement.
Basket Ticker:A level in respect of the Basket may be published under the Basket Ticker
on the Bloomberg Page (or any successor page thereto) specified in the
related Transaction Supplement. Any levels so published are for
informational purposes only and are not binding in any way with respect to
any Transaction.
Share
i
:Each class of Shares included in the Basket identified by the ticker specified
in the related Transaction Supplement. The parties agree that the Basket for
each Transaction to which this SBS GTS relates shall not include any Share
i
for which the Exchange
i
is located in APAC Region 2 or the LatAm Region.
Each Share
i
shall be considered a Share for purposes of Equity Definitions.
Number of Share
i
:In respect of a Share
i
, the Number of Shares for such Share
i
specified in the
related Transaction Supplement.
Exchange
i
:In respect of a Share
i
, the exchange for such Share
i
identified by the
Exchange Code
i
.
Exchange Code
i
:In respect of a Share
i
, as specified in the related Transaction Supplement.
Equity Amounts:
Number of Baskets:The number of Baskets specified in the related Transaction Supplement.
Initial Price:As specified in the related Transaction Supplement. For the avoidance of
doubt, the Initial Price will include any relevant fees and commissions
specified in any schedule of fees or pricing sheet forming a part of the
Transaction Supplement or as may otherwise be agreed by the parties.
Final Price:In respect of any Interim Valuation Date, the Gross Price in respect of such
Valuation Date. In respect of the final Valuation Date:
(a) if JPMorgan is the Equity Amount Payer, the product of (A) the
Gross Price in respect of the final Valuation Date and (B) 100% minus
the
Final Price Fee, as such product is adjusted by the Calculation Agent to
account for any Taxation; and
(b) if Counterparty is the Equity Amount Payer, the product of (A) the
Gross Price in respect of the final Valuation Date and (B) 100% plus
the

SBS GTS –
2
Final Price Fee, as such product is adjusted by the Calculation Agent to
account for any Taxation.
Gross Price:In respect of any Exchange Business Day, an amount determinedby the
Calculation Agent as follows:
¦

u
n
i
ii
1
Share ofNumber PriceRelevant
Basket Divisorin effect on such Exchange Business Day
Where, “n” equals the number of different classes of Shares included in the
Basket.
Relevant Price
i
:In respect of a Share
i
on any Exchange Business Day, the official closing
price per Share
i
on Exchange
i
at the Valuation Time on such Exchange
Business Day, as determined by the Calculation Agent.
Basket Divisor:As specified in the related Transaction Supplement.
Dividends:
Dividend Amount:In respect of any Dividend Period and the related Dividend Payment Date,
the aggregate sum of the Individual Dividend Amounts.
Individual Dividend Amount:In respect of any dividend on any Share
i
, an amount determined by the
Calculation Agent equal to (a) the product of (i) Number of Share
i
on the
ex-dividend date for such dividend, (ii) the Relevant Amount in respect of
such Share
i
, (iii) the Dividend Percentage in respect of Share
i
and (iv) the
Number of Baskets on the ex-dividend date for such dividend divided
by(b)
the Basket Divisor in effect on the ex-dividend date for such dividend.
Relevant Amount:In respect of a Share
i
and a Dividend Period, if the Dividend Distribution
Date for the relevant dividend or distribution would occur: (a) in the next
Dividend Period (or after the Termination Date), the Ex Amount, as
adjusted by the Calculation Agent by reference to relevant public
announcements by the Issuer and/or other information sources or market
data deemed reliable by the Calculation Agent; or (b) during such Dividend
Period, the Paid Amount.
Extraordinary Events:
Consequences of Merger Events:
Share-for-Share:Alternative Obligation.
Share-for-Other:Divisor Calculation Agent Adjustment.
Share-for-Combined:Component Adjustment.
Consequences of Tender Offers:
Share-for-Share:Divisor Calculation Agent Adjustment.
Share-for-Other:Divisor Calculation Agent Adjustment.

SBS GTS –
3
Share-for-Combined:Divisor Calculation Agent Adjustment.
Divisor Calculation
Agent Adjustment:If Divisor Calculation Agent Adjustment is applicable,theneffectiveasof
the Scheduled Trading Day following the Divisor Adjustment Reference
Date, (a) the Number of Share
i
in respect of the Affected Shares shall be
zero, and (b) the Basket Divisor shall be multiplied
bythe quotient obtained
by dividing
(i) the Adjusted Basket Price by(ii) the Pre-Adjusted Basket
Price.
Divisor Adjustment
Reference Date:(a) In the case of a Merger Event, the Exchange Business Daythat is
the last date on which the Affected Shares trade on Exchange
i
at any time
during the regular trading session on such Exchange
i
;or
(b) in the case of a Tender Offer, the related Closing Date (as defined
in Section 12.7(b) of the Equity Definitions).
Affected Shares:Every Share
i
in respect of which an Extraordinary Event has occurred.
Pre-Adjusted Basket Price:The Gross Price as of the Divisor Adjustment Reference Date, determined
by the Calculation Agent as if the Divisor Adjustment Reference Date were
a Valuation Date.
Adjusted Basket Price:The Gross Price as of the Divisor Adjustment Reference Date, determined
by the Calculation Agent as if (a) the Divisor Adjustment Reference Date
were a Valuation Date and (b) the Affected Shares were not included in the
Basket.
For the purpose of calculating the Pre-Adjusted Basket Price and the
Adjusted Basket Price, if the Divisor Adjustment Reference Date is a
Disrupted Day for any Share
i
, the Relevant Price
i
in respect of such Share
i
shall mean the last price per Share
i
traded on Exchange
i
on the Divisor
Adjustment Reference Date (or, if no such price is available for any reason,
the last available price per Share
i
traded on such Exchange
i
prior to the
Divisor Adjustment Reference Date), as determined by the Calculation
Agent.
Nationalization, Insolvency
or Delisting:Partial Cancellation and Payment; provided
that (a) if an Exchange
i
is
located in the United States, in addition to the provisions of Section
12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if
such Share
i
is not immediately re-listed, re-traded or re-quoted on any of the
New York Stock Exchange, the NYSE Arca, The NASDAQ Global Select
Market or The NASDAQ Global Market (or their respective successors); if
such Share
i
is immediately re-listed, re-traded or re-quoted on any such
exchange or quotation system, such exchange or quotation system shall be
deemed to be Exchange
i
; and (b) Section 12.6(a)(ii) of the Equity
Definitions is hereby amended by adding “ or (C) with respect to any Share
i
that is issued by a trust (such issuer trust, the “Trust Issuer”), if the trust
agreement or any similar governing document of the Trust Issuer is
terminated, or the Trust Issuer becomes, for any reason, subject to
termination, liquidation, dissolution or winding up or any other analogous
proceeding” at the end of clause (B) thereof.

SBS GTS –
4
2. Basket Modification
. Counterparty may make an irrevocable request (a “Basket Modification Request”)
to JPMorgan by (x) an agreed electronic messaging protocol other than FIX or (y) e-mail to modify the composition
of the Basket for a Transaction (a “Basket Modification”) by identifying the relevant Transaction to be modified
(the “Modified Transaction”) and specifying the manner in which the composition of the Basket for the Modified
Transaction is requested to be modified and any other terms relevant to such Basket Modification. The procedure
and timing for request, approval, entry into and confirmation of a Basket Modification will be the same as for entry
into a new Transaction (it being understood, for the avoidance of doubt, that unless such Basket Modification
Request is accepted by JPMorgan, the Modified Transaction shall not be modified or otherwise affected, and such
Basket Modification Request shall have no effect on any Transaction) and,in addition, the last paragraph of Section
9(c) of the GMCA shall apply to any Basket Modification Request as if such Basket Modification Request were an
Optional Early Termination Notice delivered by Counterparty. The Calculation Agent shall adjust the terms of the
Transaction as necessary to reflect the impact of the Basket Modification. The Basket Modification shall be
evidenced by a Trading Statement, and it is understood that JPMorgan may assign (i) a new transaction identifier in
respect of such Modified Transaction and/or (ii) a new Basket Ticker in respect of the Basket for the Modified
Transaction. If a Basket Modification results in a net decrease in the Equity Notional Amount for the Modified
Transaction, then one party shall make a payment to the other party based onthat decrease. For the avoidance of
doubt, a request by Counterparty to reduce the Basket by a whole Number of Baskets or to decrease the Equity
Notional Amount without any change to the Basket Divisor or the relative composition of the Share
i
included in the
Basket shall be treated as an Optional Early Termination Notice and shall be subject to Section 9(c) of the GMCA.
3. Non-dissemination of Basket Ticker
. Any Basket Ticker in respect of the Basket that is transmitted, and
the level in respect of the Basket that is published under the Basket Tickeron the Bloomberg Page (or any successor
page thereto) specified in the related Transaction Supplement, is intended only for the person or entity to which it is
addressed and contains confidential and/or privileged material. Counterparty covenants to JPMorgan not to
reproduce, distribute or disseminate, and to procure its agents, serviceproviders and advisers to not reproduce,
distribute or disseminate, the Basket Ticker or the level in respect of theBasket other than in accordance with
JPMorgan’s Terms of Business for Professional Clients (for which purpose, for the avoidance of doubt, such level
constitutes “JPM Data”). Notwithstanding anything to the contrary in theMaster Agreement, if Counterparty
breaches this covenant, it shall constitute an Additional Termination Event under the Master Agreement for which
Counterparty shall be the sole Affected Party and the Transaction(s) related to such breach shall be the sole Affected
Transaction(s).