11. Notices. Except as otherwise herein provided, all statements,
requests, notices and agreements shall be in writing or by facsimile or email, as applicable, and, if to the Underwriters, shall be sufficient in all respects if delivered or sent to BofA Securities, Inc., 114 West 47th Street, NY8-114-07-01, New York, New York 10036, facsimile number: (212) 901-7881, Attention: High
Grade Transaction Management/Legal, email: dg.hg_ua_notices@bofa.com; Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, facsimile number: (646) 291-1469, Attention: General
Counsel; Goldman Sachs & Co. LLC, 200 West Street, New York, New York 100282, facsimile number: (212) 291-5175, Attention: Registration Department, J.P. Morgan Securities LLC, 383 Madison Avenue, New
York, New York 10179, facsimile number: (212) 834-6081, Attention: Investment Grade Syndicate Desk, Morgan Stanley & Co. LLC, 1585 Broadway Avenue, New York, New York 10036, facsimile number: (212) 507-8999, Attention: Investment Banking Division and Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management,
e-mail: tmgcapitalmarkets@wellsfargo.com with a copy, not constituting notice to Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, facsimile number: (212) 455-2502, Attention: Roxane F. Reardon, and if to the Company, shall be sufficient in all respects if delivered or sent to the Company at the offices of the Company at 211 Main Street, San Francisco, California
94105, Attention: Peter Morgan, facsimile number: (415) 667-9814, with a copy, not constituting notice, to Wachtell, Lipton, Rosen & Katz, 51 West
52nd Street, New York, New York 10019 Attention: Matthew M. Guest; Kathryn Gettles-Atwa, facsimile number: (212) 403-2000.
12. Governing Law; Construction. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever
arising out of or in any way relating to this Agreement (Claim), directly or indirectly, shall be governed by, and construed in accordance with, the laws of the State of New York. The section headings in this Agreement have been
inserted as a matter of convenience of reference and are not a part of this Agreement.
13. Submission to
Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the
Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal
jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against any Underwriter or any indemnified party. Each Underwriter and the Company (on its behalf
and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or
relating to this Agreement. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the
jurisdiction of which the Company is or may be subject, by suit upon such judgment.
14. Parties at Interest. The
Agreement herein set forth has been and is made solely for the benefit of the Underwriters and the Company and, to the extent provided in Section 9 hereof, the controlling persons, partners, directors and officers and affiliates referred to in
such Section, and their respective successors, assigns, heirs, personal representatives and executors and administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from any of the
Underwriters) shall acquire or have any right under or by virtue of this Agreement.
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