Exhibit 10.5


EXECUTION COPY


Jefferies International
Limited
c/o Jefferies LLC, as agent
[_______] 

	 	 	 	
      April 30,
      2015

	To:       	CalAmp Corp.		 
	 	[_______]	 	 
	 	Attention:	[_______]	 
	 	Telephone No.:   	[_______]	 
	 	Facsimile No.:	[_______]	 
	 	 
	 
 	 
	Re:	Base Warrants	 



The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the
Warrants issued by CalAmp Corp.
(“Company”) to Jefferies International Limited (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in
the ISDA Master Agreement specified below. This Confirmation shall replace any
previous agreements and serve as the final documentation for the Transaction.


Jefferies LLC (“Agent”) is acting as agent
for Dealer but does not guarantee the performance of Dealer. (i) Neither Dealer
nor Company shall contact the other with respect to any matter relating to the
Transaction without the direct involvement of Agent; (ii) Agent, Dealer and
Company each hereby acknowledges that any transactions by Dealer or Agent with
respect to Shares will be undertaken by Dealer as principal for its own account;
and (iii) all of the actions to be taken by Dealer and Agent in connection with
the Transaction shall be taken by Dealer or Agent independently and without any
advance or subsequent consultation with Company. For the avoidance of doubt, any
performance by Dealer of its obligations hereunder solely to Agent shall not
relieve Dealer of such obligations. Any performance by Company of its
obligations (including notice obligations) through or by means of Agent’s agency
for Dealer shall constitute good performance of Company’s obligations hereunder
to Dealer. 

The definitions and provisions contained in the 2002 ISDA Equity
Derivatives Definitions (the “Equity Definitions”), as
published by the International Swaps and Derivatives Association, Inc.
(“ISDA”), are incorporated into this Confirmation. In
the event of any inconsistency between the Equity Definitions and this
Confirmation, this Confirmation shall govern.

Each party is hereby advised, and each such party acknowledges, that the
other party has engaged in, or refrained from engaging in, substantial financial
transactions and has taken other material actions in reliance upon the parties’
entry into the Transaction to which this Confirmation relates on the terms and
conditions set forth below. 

1.   This
Confirmation evidences a complete and binding agreement between Dealer and
Company as to the terms of the Transaction to which this Confirmation relates.
This Confirmation shall supplement, form a part of, and be subject to an
agreement in the form of the ISDA 2002 Master Agreement (the “Agreement”) as if Dealer and Company had executed an agreement in such form (but
without any Schedule except for the election of the laws of the State of New
York as the governing law (without reference to choice of law doctrine)) on the
Trade Date. In the event of any inconsistency between provisions of the
Agreement and this Confirmation, this Confirmation will prevail for the purpose
of the Transaction to which this Confirmation relates. The parties hereby agree
that no transaction other than the Transaction to which this Confirmation
relates shall be governed by the Agreement and that the Transaction shall be
deemed not to be a Transaction under, or otherwise be governed by, any other
existing or deemed ISDA Master Agreement between the parties hereto. 

2.   The
Transaction is a Warrant Transaction, which shall be considered a Share Option
Transaction for purposes of the Equity Definitions. The terms of the particular
Transaction to which this Confirmation relates are as follows: 







	       	General Terms.	 
		 	 
	 	       Trade Date:	April 30, 2015
		 	 
	 	       Effective Date:	
      The third Exchange
      Business Day immediately prior to the Premium Payment
Date

		 	 
		
             Warrants: 
	
      Equity call warrants,
      each giving the holder the right to purchase a number of Shares equal to
      the Warrant Entitlement at a price per Share equal to the Strike Price,
      subject to the terms set forth under the caption “Settlement Terms” below.
      For the purposes of the Equity Definitions, each reference to a Warrant
      herein shall be deemed to be a reference to a Call Option.
  

		 	 
		
             Warrant
    Style:
	
      European

		 	 
		
             Seller:
	
      Company

		 	 
		
             Buyer:
	
      Dealer
  

		 	 
		
             Shares: 
	
      The common stock of
      Company, par value USD 0.01 per share (Exchange symbol “CAMP”)
    

		 	 
		
             Number of Warrants:
      
	
      1,467,712. For the
      avoidance of doubt, the Number of Warrants shall be reduced by any
      Warrants exercised or deemed exercised hereunder. In no event will the
      Number of Warrants be less than zero. 

		 	 
		
             Warrant Entitlement:
      
	
      One Share per Warrant
      

		 	 
		
             Strike Price:
    
	
      USD 39.42 

      Notwithstanding
      anything to the contrary in the Agreement, this Confirmation or the Equity
      Definitions, in no event shall the Strike Price be subject to adjustment
      to the extent that, after giving effect to such adjustment, the Strike
      Price would be less than USD 19.71, except for any adjustment pursuant to
      the terms of this Confirmation and the Equity Definitions in connection
      with stock splits or similar changes to Company’s capitalization.
      

		 	 
		
             Premium:
	
      USD 3,754,350
      

		 	 
		
             Premium Payment Date:
	
      May 6, 2015
      

		 	 
		
             Exchange:
	
      The NASDAQ Global
      Select Market 

		 	 
		
             Related
      Exchange(s):
	
      All Exchanges
      

		 	 
		
      Procedures for
      Exercise.

	 
		 	 
		
             Expiration
      Time:
	
      The Valuation Time
      

		 	 
		
             Expiration
      Dates:
	
      Each Scheduled
      Trading Day during the period from, and including, the First Expiration
      Date to, but excluding, the 80th Scheduled Trading Day following the First
      Expiration Date shall be an “Expiration Date” for a number of Warrants
      equal to the Daily Number of Warrants on such date; provided that, notwithstanding anything to the
      contrary in the Equity Definitions, if any such date is a Disrupted Day,
      the Calculation Agent shall make adjustments, if applicable, to the Daily
      Number of 




2 







	       	       		
      Warrants or shall
      reduce such Daily Number of Warrants to zero for which such day shall be
      an Expiration Date and shall designate a Scheduled Trading Day or a number
      of Scheduled Trading Days as the Expiration Date(s) for the remaining
      Daily Number of Warrants or a portion thereof for the originally scheduled
      Expiration Date; and provided
      further that if such Expiration Date has not
      occurred pursuant to this clause as of the eighth Scheduled Trading Day
      following the last scheduled Expiration Date under the Transaction, the
      Calculation Agent shall have the right to declare such Scheduled Trading
      Day to be the final Expiration Date and the Calculation Agent shall
      determine the prevailing market value for the Shares as of the Valuation
      Time on that eighth Scheduled Trading Day or on any subsequent Scheduled
      Trading Day, as the Calculation Agent shall determine using commercially
      reasonable means. 

			 	 
	 		
      First Expiration
      Date:
	
      August 15, 2020 (or
      if such day is not a Scheduled Trading Day, the next following Scheduled
      Trading Day), subject to Market Disruption Event below. 

			 	 
			
      Daily Number of
      Warrants:
	
      For any Expiration
      Date, the Number of Warrants that have not expired or been exercised as of
      such day, divided by the
      remaining number of Expiration Dates (including such day), rounded down to
      the nearest whole number, subject to adjustment pursuant to the provisos
      to “Expiration Dates”. 

			 	 
	 		
      Automatic
      Exercise:
	
      Applicable; and means
      that for each Expiration Date, a number of Warrants equal to the Daily
      Number of Warrants for such Expiration Date will be deemed to be
      automatically exercised at the Expiration Time on such Expiration Date.
      

			 	 
			
      Market Disruption
      Event: 
	
      Section 6.3(a) of the
      Equity Definitions is hereby amended by replacing clause (ii) in its
      entirety with “(ii) an Exchange Disruption, or” and inserting immediately
      following clause (iii) the phrase “; in each case that the Calculation
      Agent determines is material.” 

      Section 6.3(d) of the
      Equity Definitions is hereby amended by deleting the remainder of the
      provision following the words “Scheduled Closing Time” in the fourth line
      thereof. 

			 	 
		
      Valuation
      Terms. 
	 
		 	 
			
      Valuation Time:
      
	
      Scheduled Closing
      Time; provided
      that if the principal
      trading session is extended, the Calculation Agent shall determine the
      Valuation Time in its reasonable discretion. 

			 	 
			
      Valuation Date:
      
	
      Each Exercise
      Date.

			 	 
		
      Settlement
      Terms. 
	 
		 	 
			
      Settlement Method:
      
	
      Net Share Settlement.
      




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      Net Share
      Settlement:
	
      On the relevant
      Settlement Date, Company shall deliver to Dealer a number of Shares equal
      to the Share Delivery Quantity for such Settlement Date to the account
      specified herein free of payment through the Clearance System, and Dealer
      shall be treated as the holder of record of such Shares at the time of
      delivery of such Shares or, if earlier, at 5:00 p.m. (New York City time)
      on such Settlement Date, and Company shall pay to Dealer cash in lieu of
      any fractional Share based on the Settlement Price on the relevant
      Valuation Date. 

			 	
	 		
      Share Delivery
      Quantity:
	
      For any Settlement
      Date, a number of Shares, as calculated by the Calculation Agent, equal to
      the Net Share Settlement Amount for such Settlement Date divided by the Settlement Price on the Valuation Date
      for such Settlement Date. 

			 	
			
      Net Share Settlement
      Amount:
	
      For any Settlement
      Date, an amount equal to the product of (i) the number of Warrants
      exercised or deemed exercised on the relevant Exercise Date, (ii) the Strike Price Differential for the relevant Valuation Date
      and (iii) the Warrant Entitlement.

			 	
	 		
      Settlement Price:
      
	
      For any Valuation
      Date, the per Share volume-weighted average price as displayed under the
      heading “Bloomberg VWAP” on Bloomberg page CAMP <equity> AQR (or any
      successor thereto) in respect of the period from the scheduled opening
      time of the Exchange to the Scheduled Closing Time on such Valuation Date
      (or if such volume-weighted average price is unavailable, the market value
      of one Share on such Valuation Date, as determined by the Calculation
      Agent). Notwithstanding the foregoing, if (i) any Expiration Date is a
      Disrupted Day and (ii) the Calculation Agent determines that such
      Expiration Date shall be an Expiration Date for fewer than the Daily
      Number of Warrants, as described above, then the Settlement Price for the
      relevant Valuation Date shall be the volume-weighted average price per
      Share on such Valuation Date on the Exchange, as determined by the
      Calculation Agent based on such sources as it deems appropriate using a
      volume-weighted methodology, for the portion of such Valuation Date for
      which the Calculation Agent determines there is no Market Disruption
      Event. 

			 	
			
      Settlement Dates:
      
	
      As determined
      pursuant to Section 9.4 of the Equity Definitions, subject to Section
      9(k)(i) hereof. 

			 	
			
      Other Applicable
      Provisions:
	
      The provisions of
      Sections 9.1(c), 9.8, 9.9, 9.11 and 9.12 of the Equity Definitions will be
      applicable, except that all references in such provisions to
      “Physically-settled” shall be read as references to “Net Share Settled.”
      “Net Share Settled” in relation to any Warrant means that Net Share
      Settlement is applicable to that Warrant. 

			 	
			
      Representation and
      Agreement: 
	
      Notwithstanding
      Section 9.11 of the Equity Definitions, the parties acknowledge that any
      Shares delivered to Dealer may be, upon delivery, subject to restrictions
      and limitations arising from Company’s status as issuer of the Shares
      under applicable securities laws. 




4 







	3.	
      Additional
      Terms applicable to the Transaction.
	
       

	       	       	 	
		
      Adjustments
      applicable to the Transaction: 
	
		 	
	 		
      Method of
      Adjustment:
	
      Calculation Agent
      Adjustment. For the avoidance of doubt, in making any adjustments under
      the Equity Definitions, the Calculation Agent may make adjustments, if
      any, to any one or more of the Strike Price, the Number of Warrants, the
      Daily Number of Warrants and the Warrant Entitlement; provided that
      the parties agree that open market Share repurchases at prevailing market
      prices shall not be considered a Potential Adjustment Event as long as the
      number of Shares so repurchased does not exceed 20% of total Shares
      outstanding (measured as of May 15 of each year) per annum.
      Notwithstanding the foregoing, any cash dividends or distributions on the
      Shares, whether or not extraordinary, shall be governed by Section 9(f) of
      this Confirmation in lieu of Article 10 or Section 11.2(c) of the Equity
      Definitions. 

			 	
		
      Extraordinary Events
      applicable to the Transaction: 
	
       

		 	
			
      New Shares:
      
	
      Section 12.1(i) of
      the Equity Definitions is hereby amended (a) by deleting the text in
      clause (i) thereof in its entirety (including the word “and” following
      clause (i)) and replacing it with the phrase “publicly quoted, traded or
      listed (or whose related depositary receipts are publicly quoted, traded
      or listed) on any of the New York Stock Exchange, The NASDAQ Global Select
      Market or The NASDAQ Global Market (or their respective successors)” and
      (b) by inserting immediately prior to the period the phrase “and (iii) of
      an entity or person that is a corporation organized under the laws of the
      United States, any State thereof or the District of Columbia”.
    

			 	
		
      Consequence of Merger
      Events: 
	
       

		 	
			
      Merger Event:
      
	
      Applicable;
      provided that if an event occurs that constitutes
      both a Merger Event under Section 12.1(b) of the Equity Definitions and an
      Additional Termination Event under Section 9(h)(ii)(B) of this
      Confirmation, Dealer may elect, in its commercially reasonable judgment,
      whether the provisions of Section 12.2 of the Equity Definitions or
      Section 9(h)(ii)(B) will apply. 

			 	
			
             Share-for-Share:
      
	
      Modified Calculation
      Agent Adjustment 

			 	
			
             Share-for-Other:
      
	
      Cancellation and
      Payment (Calculation Agent Determination) 

			 	
			
             Share-for-Combined:
      
	
      Cancellation and
      Payment (Calculation Agent Determination); provided that Dealer may
      elect, in its commercially reasonable judgment, Component Adjustment
      (Calculation Agent Determination) for all or any portion of the
      Transaction. 




5







		
      Consequence of Tender
      Offers: 
	
       

	       	       	 	
			
      Tender Offer:
      
	
      Applicable;
      provided that if an event occurs that constitutes
      both a Tender Offer under Section 12.1(d) of the Equity Definitions and
      Additional Termination Event under Section 9(h)(ii)(A) of this
      Confirmation, Dealer may elect, in its commercially reasonable judgment,
      whether the provisions of Section 12.3 of the Equity Definitions or
      Section 9(h)(ii)(A) will apply. 

		 	
	 		
             Share-for-Share:
	
      Modified Calculation
      Agent Adjustment

			 	
			
             Share-for-Other:
	
      Modified Calculation
      Agent Adjustment

			 	
			
             Share-for-Combined:
      
	
      Modified Calculation
      Agent Adjustment 

			 	
		
      Consequences of
      Announcement Events: 
	
      Modified Calculation
      Agent Adjustment as set forth in Section 12.3(d) of the Equity
      Definitions; provided that, in
      respect of an Announcement Event, (x) references to “Tender Offer” shall
      be replaced by references to “Announcement Event” and references to
      “Tender Offer Date” shall be replaced by references to “date of such
      Announcement Event”, (y) clause (ii) of such Section 12.3(d) shall be
      deemed deleted, and (z) for the avoidance of doubt, the Calculation Agent
      may determine whether the relevant Announcement Event has had a material
      economic effect on the Transaction by reference to the effect of such
      event on the Hedging Party, assuming that the Dealer maintains a
      commercially reasonable hedge position (and, if so, adjust the terms of
      the Transaction accordingly) on one or more occasions on or after the date
      of the Announcement Event up to, and including, the Expiration Date, any
      Early Termination Date and/or any other date of cancellation, it being
      understood that any adjustment in respect of an Announcement Event shall
      take into account any earlier adjustment relating to the same Announcement
      Event or any related Announcement Event, and any such adjustments by the
      Calculation Agent shall reflect the cumulative economic effect on the
      Transaction of all related Announcement Events. An Announcement Event
      shall be an “Extraordinary Event” for purposes of the Equity Definitions,
      to which Article 12 of the Equity Definitions is applicable as modified
      herein. 

			 	
			
      Announcement Event:
      
	
      (i) The public
      announcement by any entity of (x) any transaction or event that, if
      completed, would constitute a Merger Event or Tender Offer or (y) the
      intention to enter into a Merger Event or Tender Offer, (ii) the public
      announcement by Issuer of an intention to solicit or enter into, or to
      explore strategic alternatives or other similar undertaking that, if
      consummated, would result in a Merger Event or Tender Offer or (iii) any
      subsequent public announcement by any entity of a change to a transaction
      or intention that is the subject of an 




6 







			
      announcement of the
      type described in clause (i) or (ii) of this sentence (including, without
      limitation, a new announcement, whether or not by the same party, relating
      to such a transaction or intention or the announcement of a withdrawal
      from, or the abandonment or discontinuation of, such a transaction or
      intention), as determined by the Calculation Agent. For the avoidance of
      doubt, the occurrence of an Announcement Event with respect to any
      transaction or intention shall not preclude the occurrence of a later
      Announcement Event with respect to such transaction or intention. For
      purposes of this definition of “Announcement Event,” the remainder of the
      definition of “Merger Event” in Section 12.1(b) of the Equity Definitions
      following the definition of “Reverse Merger” therein shall be disregarded.
      

			 
	     	
      Modified Calculation
      Agent Adjustment: 
	
      If, in respect of any
      Merger Event to which Modified Calculation Agent Adjustment applies, the
      adjustments to be made in accordance with Section 12.2(e)(i) of the Equity
      Definitions would result in Company being different from the issuer of the
      Shares, then with respect to such Merger Event, as a condition precedent
      to the adjustments contemplated in Section 12.2(e)(i) of the Equity
      Definitions, Dealer, Company and the issuer of the Shares shall, prior to
      the related Merger Date, have entered into such documentation containing
      representations, warranties and agreements relating to securities law and
      other issues as requested by Dealer that Dealer has determined, in its
      commercially reasonable discretion, to be reasonably necessary or
      appropriate to allow Dealer to continue as a party to the Transaction, as
      adjusted under Section 12.2(e)(i) of the Equity Definitions, and to
      preserve its commercially reasonable hedging or hedge unwind activities in
      connection with the Transaction in a manner compliant with applicable
      legal, regulatory or self-regulatory requirements, or with related
      policies and procedures applicable to Dealer (whether or not such
      requirements, policies or procedures are imposed by law or have been
      voluntarily adopted by Dealer), and if such conditions are not met or if
      the Calculation Agent determines that no adjustment that it could make
      under Section 12.2(e)(i) of the Equity Definitions will produce a
      commercially reasonable result, then the consequences set forth in Section
      12.2(e)(ii) of the Equity Definitions may apply at Dealer’s commercially
      reasonable discretion. 

			   
		
      Nationalization,
      Insolvency or Delisting: 
	
      Cancellation and
      Payment (Calculation Agent Determination); provided that, in addition to the provisions of
      Section 12.6(a)(iii) of the 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 NASDAQ Global Select Market or The NASDAQ Global
      Market (or their respective successors); if the Shares are immediately
      re-listed, re-traded or re-quoted on any of the New York Stock Exchange,
      The NASDAQ Global Select Market or 




7 







			
      The NASDAQ Global
      Market (or their respective successors), such exchange or quotation system
      shall thereafter be deemed to be the Exchange. 

			 
	       	
      Additional Disruption
      Events: 
	
			 
		       	
      Change in Law:
      
	
      Applicable;
      provided that Section 12.9(a)(ii) of the Equity
      Definitions is hereby amended by (i) replacing the word “Shares” with the
      phrase “Hedge Positions” in clause (X) thereof and (ii) inserting the
      parenthetical “(including, for the avoidance of doubt and without
      limitation, adoption or promulgation of new regulations authorized or
      mandated by existing statute)” at the end of clause (A) thereof.
      

				 
			
      Failure to
      Deliver:
	
      Not Applicable
      

				 
			
      Insolvency
      Filing:
	
      Applicable
    

				 
			
      Hedging Disruption:
      
	
      Applicable;
      provided that: 

				 
				(i)	     	
      Section 12.9(a)(v) of
      the Equity Definitions is hereby amended by (a) inserting the following
      words at the end of clause (A) thereof: “in the manner contemplated by the
      Hedging Party on the Trade Date” and (b) inserting the following two
      phrases at the end of such Section: 

						 
						
      “For the avoidance of
      doubt, the term “equity price risk” shall be deemed to include, but shall
      not be limited to, stock price and volatility risk. And, for the further
      avoidance of doubt, any such transactions or assets referred to in phrases
      (A) or (B) above must be available on commercially reasonable pricing
      terms.”; and 

						 
				(ii)		
      Section 12.9(b)(iii)
      of the Equity Definitions is hereby amended by inserting in the third line
      thereof, after the words “to terminate the Transaction”, the words “or, as
      applicable, the portion of the Transaction affected by such Hedging
      Disruption”. 

						 
			
      Increased Cost of
      Hedging:
	
      Not
      Applicable

				 
			
      Loss of Stock
      Borrow:
	
      Applicable

				 
			
             Maximum Stock Loan
      Rate:
	
      200 basis
      points

				 
			
      Increased Cost of
      Stock Borrow:
	
      Applicable
    

				 
			
             Initial Stock Loan Rate:
      
	
      0 basis points until
      May 15, 2020 and 25 basis points thereafter

				 
			
      Hedging Party:
      
	
      For all applicable
      Additional Disruption Events, Dealer. Following any determination by the
      Hedging Party hereunder and a written request by Company, the Hedging
      Party shall provide to Company by e-mail to the e-mail address provided by
      Company a written explanation and report (in a commonly used file format
      




8 







		
       
	
      for the storage and
      manipulation of financial data) describing in reasonable detail any
      determination made by it (including, as applicable, any quotations, market
      data, information from internal sources used in making such
      determinations, description of the methodology and any assumptions and
      basis used in making for such determination), it being understood that the
      Hedging Party shall not be obligated to disclose any proprietary or
      confidential models or proprietary or confidential information used by it
      for such determination. 

		 	 
		
      Determining
      Party:
	
      For all applicable
      Extraordinary Events, Dealer. Following any determination by the
      Determining Party hereunder and a written request by Company, the
      Determining Party shall provide to Company by e-mail to the e-mail address
      provided by Company a written explanation and report (in a commonly used
      file format for the storage and manipulation of financial data) describing
      in reasonable detail any determination made by it (including, as
      applicable, any quotations, market data, information from internal sources
      used in making such determinations, description of the methodology and any
      assumptions and basis used in making for such determination), it being
      understood that the Determining Party shall not be obligated to disclose
      any proprietary or confidential models or proprietary or confidential
      information used by it for such determination. 

		 	 
	     	
      Non-Reliance:
	
      Applicable

		 	
		
      Agreements and
      Acknowledgments
Regarding Hedging Activities: 
	
      Applicable
    

		 	
		
      Additional
      Acknowledgments: 
	
      Applicable
    

		 	
	4.	
      Calculation
      Agent.
	 
		  
    
		
      Dealer. All
      calculations and determinations by the Calculation Agent shall be made in
      good faith and in a commercially reasonable manner. Following any
      determination or calculation by the Calculation Agent hereunder, upon a
      written request by Company, the Calculation Agent shall provide to Company
      by e-mail to the e-mail address provided by Company in such request a
      written explanation and report (in a commonly used file format for the
      storage and manipulation of financial data) displaying in commercially
      reasonable detail the basis for such determination or calculation
      (including any quotations, market data or information from internal or
      external sources, and any assumptions, used in making such determination
      or calculation), it being understood that the Calculation Agent shall not
      be obligated to disclose any proprietary or confidential models or
      proprietary or confidential information used by it for such determination
      or calculation. 

		 
	5.	Account Details.	 
				  
	
		(a)	     	
      Account for payments to
      Company:

      [_______]
	
				 	
				
      Account for delivery of Shares from
      Company:

      [_______]
	
				 	
		(b)		
      Account for payments to
      Dealer:

      [_______]
	
				 	
				
      Account for delivery
      of Shares to Dealer:

      [_______]
    
	



9 







	6.	Offices.
	     	 
		(a)	     	The Office
      of Counterparty for the Transaction is: Inapplicable, Counterparty is not
      a Multibranch Party.
	  
		(b)		The Office
      of Dealer for the Transaction is: Inapplicable, Dealer is not a
      Multibranch Party
	 	 	 	 
	7.	Notices.
		 
		(a)		Address for
      notices or communications to Company:
 
				CalAmp
      Corp.
				[_______]
				Attention:	[_______]
				Telephone No.:   	[_______]
				Facsimile No.:     	[_______]
 
		(b)		Address for
      notices or communications to Dealer:
				 
[_______]
		 		 
	8.	Representations and Warranties of Company.
		 
		Each of the representations and warranties of Company set forth in
      Section 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of April 30, 2015, among Company and
      J.P. Morgan Securities LLC and Jefferies LLC, as representatives of the
      Initial Purchasers party thereto (the “Initial Purchasers”), are true and correct and are hereby deemed to
      be repeated to Dealer as if set forth herein. Company hereby further
      represents and warrants to Dealer on the date hereof, on and as of the
      Premium Payment Date and, in the case of the representations in Section
      8(d), at all times until termination of the Transaction,
      that:
		 
		(a)		Company has
      all necessary corporate power and authority to execute, deliver and
      perform its obligations in respect of the Transaction; such execution,
      delivery and performance have been duly authorized by all necessary
      corporate action on Company’s part; and this Confirmation has been duly
      and validly executed and delivered by Company and constitutes its valid
      and binding obligation, enforceable against Company in accordance with its
      terms, subject to applicable bankruptcy, insolvency, fraudulent
      conveyance, reorganization, moratorium and similar laws affecting
      creditors’ rights and remedies generally, and subject, as to
      enforceability, to general principles of equity, including principles of
      commercial reasonableness, good faith and fair dealing (regardless of
      whether enforcement is sought in a proceeding at law or in equity) and
      except that rights to indemnification and contribution hereunder may be
      limited by federal or state securities laws or public policy relating
      thereto.
				 
		(b)		Neither the
      execution and delivery of this Confirmation nor the incurrence or
      performance of obligations of Company hereunder will conflict with or
      result in a breach of the certificate of incorporation or by-laws (or any
      equivalent documents) of Company, or any applicable law or regulation, or
      any order, writ, injunction or decree of any court or governmental
      authority or agency, or any agreement or instrument to which Company or
      any of its subsidiaries is a party or by which Company or any of its
      subsidiaries is bound or to which Company or any of its subsidiaries is
      subject, or constitute a default under, or result in the creation of any
      lien under, any such agreement or instrument.
				 
	 	(c)	 	No consent,
      approval, authorization, or order of, or filing with, any governmental
      agency or body or any court is required in connection with the execution,
      delivery or performance by Company of this Confirmation, except such as
      have been obtained or made and such as may be required under the
      Securities Act of 1933, as amended (the “Securities Act”) or
      state securities laws.



10







	     	(d)	     	A number of Shares
      equal to the Maximum Number of Shares (as defined below) (the
      “Warrant
      Shares”) have been reserved
      for issuance by all required corporate action of Company. The Warrant
      Shares have been duly authorized and, when delivered against payment
      therefor (which may include Net Share Settlement in lieu of cash) and
      otherwise as contemplated by the terms of the Warrants following the
      exercise of the Warrants in accordance with the terms and conditions of
      the Warrants, will be validly issued, fully-paid and non-assessable, and
      the issuance of the Warrant Shares will not be subject to any preemptive
      or similar rights.
	 
		(e)		Company is not and,
      after consummation of the transactions contemplated hereby, will not be
      required to register as an “investment company” as such term is defined in
      the Investment Company Act of 1940, as amended.
	 
		(f)		Company is an
      “eligible contract participant” (as such term is defined in Section 1a(18)
      of the Commodity Exchange Act, as amended, other than a person that is an
      eligible contract participant under Section 1a(18)(C) of the Commodity
      Exchange Act).
	 
		(g)		Company and each of
      its affiliates is not, on the date hereof, aware (as interpreted under
      applicable securities laws) of any material non-public information with
      respect to Company or the Shares.
	 
		(h)		To Company’s
      knowledge, no state or local (including any non-U.S. jurisdiction’s) law,
      rule, regulation or regulatory order applicable to the Shares (not
      including laws, rules, regulations or regulatory orders of any
      jurisdiction that are applicable solely as a result of Dealer’s and/or its
      affiliates’ activities, assets or businesses, other than Dealer’s
      activities in respect of the Transaction) would give rise to any
      reporting, consent, registration or other requirement (including without
      limitation a requirement to obtain prior approval from any person or
      entity) as a result of Dealer or its affiliates owning or holding (however
      defined) Shares in connection with the Transaction.
	 
		(i)		Company (A) is
      capable of evaluating investment risks independently, both in general and
      with regard to all transactions and investment strategies involving a
      security or securities; (B) will exercise independent judgment in
      evaluating the recommendations of any broker-dealer or its associated
      persons, unless it has otherwise notified the broker-dealer in writing;
      and (C) has total assets of at least $50 million.
	 
	9.	Other
      Provisions.
	 
		(a)		Opinions.
      Company shall deliver to Dealer an opinion of counsel, dated as of the
      Premium Payment Date, covering customary matters, and subject to customary
      assumptions, qualifications and exceptions, in each case reasonably
      acceptable to Dealer. Delivery of such opinion to Dealer shall be a
      condition precedent for the purpose of Section 2(a)(iii) of the Agreement
      with respect to each obligation of Dealer under Section 2(a)(i) of the
      Agreement.
	 
		(b)		Repurchase
      Notices. Company shall,
      on any day on which Company effects any repurchase of Shares, promptly
      give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase,
      the number of outstanding Shares on such day, subject to any adjustments
      provided herein, is (i) less than 32.8 million (in the case of the first
      such notice) or (ii) thereafter more than 2.9 million less than the number
      of Shares included in the immediately preceding Repurchase Notice;
      provided that Company may provide Dealer with advance
      notice on or prior to any such day to the extent it expects that
      repurchases effected on such day may result in an obligation to deliver a
      Repurchase Notice (which advance notice shall be deemed a Repurchase
      Notice). Company agrees to indemnify and hold harmless Dealer and its
      affiliates and their respective officers, directors, employees,
      affiliates, advisors, agents and controlling persons (each, an
      “Indemnified
      Person”) from and against
      any and all losses (including losses relating to Dealer’s hedging
      activities as a consequence of becoming, or of the risk of becoming, a
      Section 16 “insider”, including without limitation, any forbearance from
      hedging activities or cessation of


11 







	     			hedging activities
      and any losses in connection therewith with respect to the Transaction),
      claims, damages, judgments, liabilities and expenses (including reasonable
      attorney’s fees), joint or several, which an Indemnified Person actually
      may become subject to, as a result of Company’s failure to provide Dealer
      with a Repurchase Notice on the day and in the manner specified in this
      paragraph, and to reimburse, within 30 days, upon written request, each of
      such Indemnified Persons for any reasonable legal or other expenses
      incurred in connection with investigating, preparing for, providing
      testimony or other evidence in connection with or defending any of the
      foregoing or any suit, action, proceeding, claim or demand set forth in
      the immediately following sentence. If any suit, action, proceeding
      (including any governmental or regulatory investigation), claim or demand
      shall be brought or asserted against the Indemnified Person, such
      Indemnified Person shall promptly notify Company in writing. Company shall
      be relieved from liability to the extent that any Indemnified Party fails
      promptly to notify Company of any action commenced against it in respect
      of which indemnity may be sought hereunder to the extent Company is
      materially prejudiced as a result thereof. Company shall not be liable for
      any settlement of any proceeding effected without its written consent, but
      if settled with such consent or if there be a final judgment for the
      plaintiff, Company agrees to indemnify any Indemnified Person from and
      against any loss or liability by reason of such settlement or judgment.
      Company shall not, without the prior written consent of the Indemnified
      Person, effect any settlement of any pending or threatened proceeding in
      respect of which any Indemnified Person is or could have been a party and
      indemnity could have been sought hereunder by such Indemnified Person,
      unless such settlement includes an unconditional release of such
      Indemnified Person from all liability on claims that are the subject
      matter of such proceeding on terms reasonably satisfactory to such
      Indemnified Person. If the indemnification provided for in this paragraph
      is unavailable to an Indemnified Person or insufficient in respect of any
      losses, claims, damages or liabilities referred to therein, then Company
      under such paragraph, in lieu of indemnifying such Indemnified Person
      thereunder, shall contribute to the amount paid or payable by such
      Indemnified Person as a result of such losses, claims, damages or
      liabilities. The remedies provided for in this paragraph are not exclusive
      and shall not limit any rights or remedies which may otherwise be
      available to any Indemnified Person at law or in equity. The indemnity and
      contribution agreements contained in this paragraph shall remain operative
      and in full force and effect regardless of the termination of the
      Transaction.
		 
		(c)	     	Regulation
      M. Company is not on
      the Trade Date engaged in a distribution, as such term is used in
      Regulation M under the Securities Exchange Act of 1934, as amended (the
      “Exchange
      Act”), of any securities of
      Company, other than a distribution meeting the requirements of the
      exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M.
      Company shall not, until the second Scheduled Trading Day immediately
      following the Effective Date, engage in any such
distribution.
		 
		(d)		No
      Manipulation. Company
      is not entering into the Transaction to create actual or apparent trading
      activity in the Shares (or any security convertible into or exchangeable
      for the Shares) or to raise or depress or otherwise manipulate the price
      of the Shares (or any security convertible into or exchangeable for the
      Shares) or otherwise in violation of the Exchange Act.
		 
		(e)		Transfer or
      Assignment. Company may
      not transfer any of its rights or obligations under the Transaction
      without the prior written consent of Dealer. Dealer shall promptly notify
      Company of any transfer or assignment made hereunder. Dealer may, without
      Company’s consent, transfer or assign all or any part of its rights or
      obligations under the Transaction to any third party; provided that, after a transfer and/or assignment,
      Company shall not be required to pay the transferee or assignee of such
      rights or obligations on any payment date an amount under Section
      2(d)(i)(4) of the Agreement greater than the amount, if any, that Company
      would have been required to pay Dealer in the absence of such transfer
      and/or assignment, except to the extent such greater amount results from a
      Change in Tax Law occurring after the date of such transfer and/or
      assignment. If at any time at which (A) the Section 16 Percentage exceeds
      8.5%, (B) the Warrant Equity Percentage exceeds 14.5%, or (C) the Share
      Amount exceeds the Applicable Share Limit (if any applies) (any such
      condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its
      commercially reasonable efforts to effect a transfer or assignment of
      Warrants to a third party on pricing terms reasonably acceptable to Dealer
      and


12 







				within a time period
      reasonably acceptable to Dealer such that no Excess Ownership Position
      exists, then Dealer may designate any Exchange Business Day as an Early
      Termination Date with respect to a portion of the Transaction (the
      “Terminated
      Portion”), such that
      following such partial termination no Excess Ownership Position exists. In
      the event that Dealer so designates an Early Termination Date with respect
      to a Terminated Portion, a payment shall be made pursuant to Section 6 of
      the Agreement as if (1) an Early Termination Date had been designated in
      respect of a Transaction having terms identical to the Transaction and a
      Number of Warrants equal to the number of Warrants underlying the
      Terminated Portion, (2) Company were the sole Affected Party with respect
      to such partial termination and (3) the Terminated Portion were the sole
      Affected Transaction (and, for the avoidance of doubt, the provisions of
      Section 9(j) shall apply to any amount that is payable by Company to
      Dealer pursuant to this sentence as if Company was not the Affected
      Party). The “Section 16
      Percentage” as of any day
      is the fraction, expressed as a percentage, (A) the numerator of which is
      the number of Shares that Dealer and each person subject to aggregation of
      Shares with Dealer under Section 13 or Section 16 of the Exchange Act and
      rules promulgated thereunder directly or indirectly beneficially own (as
      defined under Section 13 or Section 16 of the Exchange Act and rules
      promulgated thereunder) and (B) the denominator of which is the number of
      Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the
      numerator of which is the sum of (1) the product of the Number of Warrants
      and the Warrant Entitlement and (2) the aggregate number of Shares
      underlying any other warrants purchased by Dealer from Company, and (B)
      the denominator of which is the number of Shares outstanding. The
      “Share
      Amount” as of any day is
      the number of Shares that Dealer and any person whose ownership position
      would be aggregated with that of Dealer (Dealer or any such person, a
      “Dealer
      Person”) under any law,
      rule, regulation, regulatory order or organizational documents or
      contracts of Company that are, in each case, applicable to ownership of
      Shares (“Applicable
      Restrictions”), owns,
      beneficially owns, constructively owns, controls, holds the power to vote
      or otherwise meets a relevant definition of ownership under any Applicable
      Restriction, as determined by Dealer in its reasonable discretion. The
      “Applicable Share
      Limit” means a number of
      Shares equal to (A) the minimum number of Shares that could give rise to
      reporting or registration obligations or other requirements (including
      obtaining prior approval from any person or entity) of a Dealer Person, or
      could result in an adverse effect on a Dealer Person, under any Applicable
      Restriction, as determined by Dealer in its reasonable discretion,
      minus (B) 1% of the number of Shares outstanding.
      Notwithstanding any other provision in this Confirmation to the contrary
      requiring or allowing Dealer to purchase, sell, receive or deliver any
      Shares or other securities, or make or receive any payment in cash, to or
      from Company, Dealer may designate any of its affiliates to purchase,
      sell, receive or deliver such Shares or other securities, or make or
      receive such payment in cash, and otherwise to perform Dealer’s
      obligations in respect of the Transaction and any such designee may assume
      such obligations. Dealer shall be discharged of its obligations to Company
      to the extent of any such performance.
		 
	     	(f)	     	Dividends. If at
      any time during the period from and including the Effective Date, to and
      including the last Expiration Date, an ex-dividend date for a cash
      dividend occurs with respect to the Shares, then the Calculation Agent
      will adjust any of the Strike Price, Number of Warrants, Daily Number of
      Warrants and/or any other variable relevant to the exercise, settlement or
      payment of the Transaction to preserve the fair value of the Warrants
      after taking into account such dividend.
		 
		(g)		Method of
      Delivery.
      Whenever delivery of funds
      or other assets is required hereunder by or to Company, such delivery
      shall be effected through Agent. In addition, all notices, demands and
      communications of any kind relating to the Transaction between Dealer and
      Company shall be transmitted exclusively through Agent.
		 
		(h)		Additional
      Provisions.
		 
				(i)       Amendments to the
      Equity Definitions:


13 







	     	           	(A)	     	Section 11.2(a) of the Equity Definitions is hereby amended by
      deleting the words “a diluting or concentrative” and replacing them with
      the words “an”; and adding the phrase “or Warrants” at the end of the
      sentence.
		       	 
			(B)	     	Section 11.2(c) of the Equity Definitions is hereby amended by (w)
      replacing the words “a diluting or concentrative” with “a material” in the
      fifth line thereof, (x) adding the phrase “or Warrants” after the words
      “the relevant Shares” in the same sentence, (y) deleting the words
      “diluting or concentrative” in the sixth to last line thereof and (z)
      deleting the phrase “(provided that no adjustments will be made to account
      solely for changes in volatility, expected dividends, stock loan rate or
      liquidity relative to the relevant Shares)” and replacing it with the
      phrase “(and, for the avoidance of doubt, adjustments may be made to
      account solely for changes in volatility, expected dividends, stock loan
      rate or liquidity relative to the relevant Shares).”
			 
			(C)		Section 11.2(e)(vii) of the Equity Definitions is hereby amended by
      deleting the words “a diluting or concentrative” and replacing them with
      the words “a material”; and adding the phrase “or Warrants” at the end of
      the sentence.
			 
			(D)		Section 12.6(a)(ii) of the Equity Definitions is hereby amended by
      (1) deleting from the fourth line thereof the word “or” after the word
      “official” and inserting a comma therefor, and (2) deleting the semi-colon
      at the end of subsection (B) thereof and inserting the following words
      therefor “or (C) the occurrence of any of the events specified in Section
      5(a)(vii) (1) through (9) of the ISDA Master Agreement with respect to
      that Issuer.”
				 			 
			(E)		Section
      12.9(b)(iv) of the Equity Definitions is hereby amended by:
		 
					(x)	     	deleting (1)
      subsection (A) in its entirety, (2) the phrase “or (B)” following
      subsection (A) and (3) the phrase “in each case” in subsection (B);
      and
		 
					(y)		replacing the phrase
      “neither the Non-Hedging Party nor the Lending Party lends Shares” with
      the phrase “such Lending Party does not lend Shares” in the penultimate
      sentence.
		 
			(F)		Section
      12.9(b)(v) of the Equity Definitions is hereby amended by:
		 
					(x)		adding the word “or”
      immediately before subsection “(B)” and deleting the comma at the end of
      subsection (A); and
		 
					(y)		(1) deleting
      subsection (C) in its entirety, (2) deleting the word “or” immediately
      preceding subsection (C), (3) deleting the penultimate sentence in its
      entirety and replacing it with the sentence “The Hedging Party will
      determine the Cancellation Amount payable by one party to the other.” and
      (4) deleting clause (X) in the final sentence.
		 
		(ii)	Notwithstanding anything to the contrary in this Confirmation, upon
      the occurrence of one of the following events, with respect to the
      Transaction, (1) Dealer shall have the right to designate such event an
      Additional Termination Event and designate an Early Termination Date
      pursuant to Section 6(b) of the Agreement, (2) Company shall be deemed the
      sole Affected Party with respect to such Additional Termination Event and
      (3) the Transaction, or, at the election of Dealer in its sole discretion,
      any portion of the Transaction, shall be deemed the sole Affected
      Transaction; provided
      that if Dealer so
      designates an Early Termination Date with respect to a portion of the
      Transaction, (a) a payment shall be made pursuant to Section 6 of the
      Agreement as if an Early Termination Date had been designated in respect
      of a Transaction having terms identical to the Transaction and a Number of
      Warrants equal to the number of Warrants included in the terminated
      portion of the Transaction, and (b) for the avoidance of doubt, the
      Transaction shall remain in full force
      and effect except that the Number of Warrants shall be reduced by the
      number of Warrants included in such terminated portion:
  


14 







	     	           	(A)	     	A “person” or “group”
      within the meaning of Section 13(d) of the Exchange Act, other than
      Company, its wholly owned subsidiaries and its and their employee benefit
      plans, files a Schedule TO or any schedule, form or report under the
      Exchange Act that discloses that such person or group has become the
      direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the
      Exchange Act, of the common equity of Company representing more than 50%
      of the voting power of such common equity (or Company becomes aware that
      such a filing is required but has not been made).
			 
			(B)		Consummation of (I)
      any recapitalization, reclassification or change of the Shares (other than
      changes resulting from a subdivision or combination) as a result of which
      the Shares would be converted into, or exchanged for, stock, other
      securities, other property or assets, (II) any share exchange,
      consolidation or merger of Company pursuant to which the Shares will be
      converted into cash, securities or other property or assets or (III) any
      sale, lease or other transfer in one transaction or a series of
      transactions of all or substantially all of the consolidated assets of
      Company and its subsidiaries, taken as a whole, to any person other than
      one of Company’s wholly owned subsidiaries. Notwithstanding the foregoing,
      any transaction or transactions set forth in this clause (B) shall not
      constitute an Additional Termination Event if (x) at least 90% of the
      consideration received or to be received by holders of the Shares,
      excluding cash payments for fractional Shares and cash payments made in
      respect of dissenters’ appraisal rights, in connection with such
      transaction or transactions consists of shares of common stock that are
      listed or quoted on any of The New York Stock Exchange, The NASDAQ Global
      Select Market or The NASDAQ Global Market (or any of their respective
      successors) or will be so listed or quoted when issued or exchanged in
      connection with such transaction or transactions, and (y) as a result of
      such transaction or transactions, the Shares will consist of such
      consideration, excluding cash payments for fractional Shares and cash
      payments made in respect of dissenters’ appraisal rights shall not be a
      fundamental change pursuant to this clause (II).
			   
			(C)		Default by Company or
      any of its subsidiaries with respect to any mortgage, agreement or other
      instrument under which there may be outstanding, or by which there may be
      secured or evidenced, any indebtedness for money borrowed in excess of
      $10,000,000 (or its foreign currency equivalent) in the
      aggregate of Company and/or any such subsidiary, whether such indebtedness
      now exists or shall hereafter be created (i) resulting in such
      indebtedness becoming or being declared due and payable or (ii)
      constituting a failure to pay the principal or interest of any such debt
      when due and payable at its stated maturity, upon required repurchase,
      upon declaration of acceleration or otherwise, and such acceleration shall
      not have been rescinded or annulled or such failure to pay shall not have
      been cured or waived, as the case may be, within 30 days after the
      occurrence of such acceleration or such failure to pay, as the case may
      be.
			 
			(D)		A final judgment for
      the payment of $10,000,000 (or
      its foreign currency equivalent) or more (excluding any amounts covered by insurance) in the
      aggregate rendered against Company or any of its subsidiaries, which
      judgment is not discharged or stayed within 60 days after (I) the date on
      which the right to appeal thereof has expired if no such appeal has
      commenced, or (II) the date on which all rights to appeal have been
      extinguished.
			 
			(E)		Dealer, despite using
      commercially reasonable efforts, is unable or reasonably determines,
      taking into account advice of counsel, that it is impractical or illegal,
      to hedge its exposure with respect to the Transaction or any portion
      thereof (the “Affected Portion”) in the public market without registration
      under the Securities Act or as a result of any legal, regulatory or
      self-regulatory requirements or related policies and procedures (whether
      or not such requirements, policies or procedures are imposed by law or
      have been voluntarily adopted by Dealer); provided that, notwithstanding the foregoing
      provisions of this clause (E), Dealer shall treat only the Affected
      Portion of the Transaction as the Affected Transaction (it being
      understood that the Affected Portion may be 100%).
  


15 







	     	(i)	     	No
      Collateral or Setoff. Notwithstanding
      any provision of the Agreement or any other agreement between the parties
      to the contrary, the obligations of Company hereunder are not secured by
      any collateral. Obligations under the Transaction shall not be set off by
      Company against any other obligations of the parties, whether arising
      under the Agreement, this Confirmation, under any other agreement between
      the parties hereto, by operation of law or otherwise. Any provision in the
      Agreement with respect to the satisfaction of Company’s payment
      obligations to the extent of Dealer’s payment obligations to Company in
      the same currency and in the same Transaction (including, without
      limitation Section 2(c) thereof) shall not apply to Company and, for the
      avoidance of doubt, Company shall fully satisfy such payment obligations
      notwithstanding any payment obligation to Company by Dealer in the same
      currency and in the same Transaction. In calculating any amounts under
      Section 6(e) of the Agreement, notwithstanding anything to the contrary in
      the Agreement, (1) separate amounts shall be calculated as set forth in
      such Section 6(e) with respect to (a) the Transaction and (b) all other
      Transactions, and (2) such separate amounts shall be payable pursuant to
      Section 6(d)(ii) of the Agreement. For the avoidance of doubt and
      notwithstanding anything to the contrary provided in this Section 9(i), in
      the event of bankruptcy or liquidation of either Company or Dealer,
      neither party shall have the right to set off any obligation that it may
      have to the other party under the Transaction against any obligation such
      other party may have to it, whether arising under the Agreement, this
      Confirmation or any other agreement between the parties hereto, by
      operation of law or otherwise.
		 
	 	(j)	 	Alternative Calculations and Payment on Early Termination and on
      Certain Extraordinary Events.
		 
				(i)	     	If (a) an Early
      Termination Date (whether as a result of an Event of Default or a
      Termination Event) occurs or is designated with respect to the Transaction
      or (b) the Transaction is cancelled or terminated upon the occurrence of
      an Extraordinary Event (except as a result of (i) a Nationalization,
      Insolvency or Merger Event in which the consideration to be paid to
      holders of Shares consists solely of cash, (ii) a Merger Event or Tender
      Offer that is within Company’s control, or (iii) an Event of Default in
      which Company is the Defaulting Party or a Termination Event in which
      Company is the Affected Party other than an Event of Default of the type
      described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the
      Agreement or a Termination Event of the type described in Section 5(b) of
      the Agreement, in each case that resulted from an event or events outside
      Company’s control), and if Company would owe any amount to Dealer pursuant
      to Section 6(d)(ii) of the Agreement or any Cancellation Amount pursuant
      to Article 12 of the Equity Definitions (any such amount, a
      “Payment
      Obligation”), then Company
      shall satisfy the Payment Obligation by the Share Termination Alternative
      (as defined below), unless (a) Company gives irrevocable telephonic notice
      to Dealer, confirmed in writing within one Scheduled Trading Day, no later
      than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer
      Date, Announcement Date (in the case of a Nationalization, Insolvency or
      Delisting), Early Termination Date or date of cancellation, as applicable,
      of its election that the Share Termination Alternative shall not apply,
      (b) Company remakes the representation set forth in Section 8(g) as of the
      date of such election and (c) Dealer agrees, in its sole discretion, to
      such election, in which case the provisions of Section 12.7 or Section
      12.9 of the Equity Definitions, or the provisions of Section 6(d)(ii) of
      the Agreement, as the case may be, shall
apply.



16 







	     	         	         	Share Termination Alternative:	If applicable, Company shall deliver to Dealer the Share Termination Delivery Property on the
      date (the “Share Termination Payment Date”) on which the Payment
      Obligation would otherwise be due pursuant to Section 12.7 or Section 12.9
      of the Equity Definitions or Section 6(d)(ii) of the Agreement, as
      applicable, subject to Section 9(k)(i) below, in satisfaction, subject to
      Section 9(k)(ii) below, of the relevant Payment Obligation, in the manner
      reasonably requested by Dealer free of payment.

	 	 			
       
  

				
      Share Termination
      Delivery
Property:
	
      
A number of Share
      Termination Delivery Units, as calculated by the Calculation Agent, equal
      to the relevant Payment Obligation divided by the Share
      Termination Unit Price. The Calculation Agent shall adjust the amount of
      Share Termination Delivery Property by replacing any fractional portion of
      a security therein with an amount of cash equal to the value of such
      fractional security based on the values used to calculate the Share
      Termination Unit Price (without giving effect to any discount pursuant to
      Section 9(k)(i)). 

					 
				
      Share Termination
      Unit Price:
	
      The value of property
      contained in one Share Termination Delivery Unit on the date such Share
      Termination Delivery Units are to be delivered as Share Termination
      Delivery Property, as determined by the Calculation Agent in its
      discretion by commercially reasonable means. In the case of a Private
      Placement of Share Termination Delivery Units that are Restricted Shares
      (as defined below), as set forth in Section 9(k)(i) below, the Share
      Termination Unit Price shall be determined by the discounted price
      applicable to such Share Termination Delivery Units. In the case of a
      Registration Settlement of Share Termination Delivery Units that are
      Restricted Shares (as defined below) as set forth in Section 9(k)(ii)
      below, notwithstanding the foregoing, the Share Termination Unit Price
      shall be the Settlement Price on the Merger Date, Tender Offer Date,
      Announcement Date (in the case of a Nationalization, Insolvency or
      Delisting), Early Termination Date or date of cancellation, as applicable.
      The Calculation Agent shall notify Company of the Share Termination Unit
      Price at the time of notification of such Payment Obligation to Company
      or, if applicable, at the time the discounted price applicable to the
      relevant Share Termination Units is determined pursuant to Section
      9(k)(i).

					 
				
      Share Termination
      Delivery Unit:
	
      One Share or, if the
      Shares have changed into cash or any other property or the right to
      receive cash or any other property as the result of a Nationalization,
      Insolvency or Merger Event (any such cash or other property, the
      “Exchange
      Property”), a unit
      consisting of the type and amount of Exchange Property received by a
      holder of one Share (without consideration of any requirement to pay cash
      or other 




17 







	     	          	          		
      consideration in lieu
      of fractional amounts of any securities) in such Nationalization,
      Insolvency or Merger Event. If such Nationalization, Insolvency or Merger
      Event involves a choice of Exchange Property to be received by holders,
      such holder shall be deemed to have elected to receive the maximum
      possible amount of cash. 

					  
	 	 		
      Failure to
      Deliver:
	
      Inapplicable
      

					  
				
      Other applicable
      provisions:
	
      If Share Termination
      Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.11 and
      9.12 (as modified above) of the Equity Definitions will be applicable,
      except that all references in such provisions to “Physically-settled”
      shall be read as references to “Share Termination Settled” and all
      references to “Shares” shall be read as references to “Share Termination
      Delivery Units”. “Share Termination Settled” in relation to the
      Transaction means that the Share Termination Alternative is applicable to
      the Transaction. 




	     	(k)	     	Registration/Private Placement Procedures. If, in the reasonable determination of
      Dealer, based on the advice of counsel, following any delivery of Shares
      or Share Termination Delivery Property to Dealer hereunder, such Shares or
      Share Termination Delivery Property would be in the hands of Dealer
      subject to any applicable restrictions with respect to any registration or
      qualification requirement or prospectus delivery requirement for such
      Shares or Share Termination Delivery Property pursuant to any applicable
      federal or state securities law (including, without limitation, any such
      requirement arising under Section 5 of the Securities Act as a result of
      such Shares or Share Termination Delivery Property being “restricted
      securities”, as such term is defined in Rule 144 under the Securities Act,
      or as a result of the sale of such Shares or Share Termination Delivery
      Property being subject to paragraph (c) of Rule 145 under the Securities
      Act) (such Shares or Share Termination Delivery Property, “Restricted Shares”), then delivery of such Restricted Shares
      shall be effected pursuant to either clause (i) or (ii) below at the
      election of Company, unless Dealer waives the need for
      registration/private placement procedures set forth in (i) and (ii) below.
      Notwithstanding the foregoing, solely in respect of any Daily Number of
      Warrants exercised or deemed exercised on any Expiration Date, if Dealer
      notifies Company of the need for registration or private placement
      procedures set forth in this Section 9(k), then Company shall elect, prior
      to the first Settlement Date for the first applicable Expiration Date, a
      Private Placement Settlement or Registration Settlement for all deliveries
      of Restricted Shares for all such Expiration Dates which election shall be
      applicable to all remaining Settlement Dates for such Warrants and the
      procedures in clause (i) or clause (ii) below shall apply for all such
      delivered Restricted Shares on an aggregate basis commencing after the
      final Settlement Date for such Warrants. The Calculation Agent shall make
      reasonable adjustments to settlement terms and provisions under this
      Confirmation to reflect a single Private Placement or Registration
      Settlement for such aggregate Restricted Shares delivered hereunder. For
      the avoidance of doubt, these adjustments will only be commercially
      reasonable in nature (such as to consider, by way of illustration only and
      not in any way limitation, changes in volatility, expected dividends,
      stock loan rate or liquidity relevant to the Shares and the ability to
      maintain a commercially reasonable hedge position in the Shares) and will
      not impact Company’s unilateral right to settle in Shares.
				 


	     	            	(i)	     	If Company elects to
      settle the Transaction pursuant to this clause (i) (a “Private Placement Settlement”), then delivery of Restricted Shares by
      Company shall be effected in customary private placement procedures with
      respect to such Restricted Shares reasonably acceptable to Dealer;
      provided that Company may not elect a Private
      Placement Settlement if, on the date of its election, it has taken, or
      caused to be taken, any action that would make unavailable either the
      exemption pursuant to Section 4(a)(2) of the Securities Act for the sale
      by Company to Dealer (or any affiliate designated
by


18 







	     	           		     	Dealer) of the
      Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section
      4(a)(3) of the Securities Act for resales of the Restricted Shares by
      Dealer (or any such affiliate of Dealer). The Private Placement Settlement
      of such Restricted Shares shall include customary representations,
      covenants, blue sky and other governmental filings and/or registrations,
      indemnities to Dealer, due diligence rights (for Dealer or any designated
      buyer of the Restricted Shares by Dealer), and obligations to use best
      efforts to obtain opinions and certificates, and such other documentation,
      in each case as is customary for private placement agreements of similar
      size, all reasonably acceptable to Dealer. In the case of a Private
      Placement Settlement, Dealer shall determine the appropriate discount to
      the Share Termination Unit Price (in the case of settlement of Share
      Termination Delivery Units pursuant to Section 9(j) above) or premium to
      any Settlement Price (in the case of settlement of Shares pursuant to
      Section 2 above) applicable to such Restricted Shares in a commercially
      reasonable manner and appropriately adjust the number of such Restricted
      Shares to be delivered to Dealer hereunder to take into account a
      commercially reasonable private placement discount. Notwithstanding
      anything to the contrary in the Agreement or this Confirmation, the date
      of delivery of such Restricted Shares shall be the Exchange Business Day
      following notice by Dealer to Company of such applicable discount or
      premium, as the case may be, and the number of Restricted Shares to be
      delivered pursuant to this clause (i). For the avoidance of doubt,
      delivery of Restricted Shares shall be due as set forth in the previous
      sentence and not be due on the Share Termination Payment Date (in the case
      of settlement of Share Termination Delivery Units pursuant to Section 9(j)
      above) or on the Settlement Date for such Restricted Shares (in the case
      of settlement in Shares pursuant to Section 2 above).
	 	 	 
			(ii)		If Company elects to
      settle the Transaction pursuant to this clause (ii) (a “Registration Settlement”), then Company shall promptly (but in any
      event no later than the beginning of the Resale Period) file and use its
      reasonable best efforts to make effective under the Securities Act a
      registration statement or supplement or amend an outstanding registration
      statement in form and substance reasonably satisfactory to Dealer, to
      cover the resale of such Restricted Shares in accordance with customary
      resale registration procedures, including covenants, conditions,
      representations, commercially reasonable underwriting discounts (if
      applicable), commercially reasonable commissions (if applicable),
      indemnities due diligence rights, opinions and certificates, and such
      other documentation as is customary for equity resale underwriting
      agreements, all reasonably acceptable to Dealer. If Dealer, in its sole
      reasonable discretion, is not satisfied with such procedures and
      documentation Private Placement Settlement shall apply. If Dealer is
      satisfied with such procedures and documentation, it shall sell the
      Restricted Shares pursuant to such registration statement during a period
      (the “Resale
      Period”) commencing on the
      Exchange Business Day following delivery of such Restricted Shares (which,
      for the avoidance of doubt, shall be (x) the Share Termination Payment
      Date in case of settlement in Share Termination Delivery Units pursuant to
      Section 9(j) above or (y) the Settlement Date in respect of the final
      Expiration Date for all Daily Number of Warrants) and ending on the
      Exchange Business Day on which Dealer completes the sale of all Restricted
      Shares in a commercially reasonable manner over a commercially reasonable
      period of time to sell such Restricted Shares or, in the case of
      settlement of Share Termination Delivery Units, a sufficient number of
      Restricted Shares so that the realized net proceeds of such sales equals
      or exceeds the Payment Obligation (as defined above). If the Payment
      Obligation exceeds the realized net proceeds from such resale, Company
      shall transfer to Dealer by the open of the regular trading session on the
      Exchange on the Exchange Trading Day immediately following such resale the
      amount of such excess (the “Additional Amount”)
      in cash or in a number of Shares (“Make-whole Shares”)
      in an amount that, based on the Settlement Price on such day (as if such
      day was the “Valuation Date” for purposes of computing such Settlement
      Price), has a dollar value equal to the Additional Amount. The Resale
      Period shall continue to enable the sale of the Make-whole Shares. If
      Company elects to pay the Additional Amount in Shares, the requirements
      and provisions for Registration Settlement shall apply. This provision
      shall be applied successively until the Additional Amount is equal to
      zero. In no event shall Company deliver a number of Restricted Shares
      greater than the Maximum Number of Shares.


19 







				(iii)		Without limiting the
      generality of the foregoing, Company agrees that (A) any Restricted Shares
      delivered to Dealer may be transferred by and among Dealer and its
      affiliates and Company shall effect such transfer upon request of Dealer
      without any further action by Dealer and (B) after the period of 6 months
      from the Trade Date (or 1 year from the Trade Date if, at such time,
      informational requirements of Rule 144(c) under the Securities Act are not
      satisfied with respect to Company) has elapsed in respect of any
      Restricted Shares delivered to Dealer, Company shall upon request of
      Dealer promptly remove, or cause the transfer agent for such Restricted
      Shares to remove, any legends referring to any such restrictions or
      requirements from such Restricted Shares upon request by Dealer (or such
      affiliate of Dealer) to Company or such transfer agent, without any
      requirement for the delivery of any certificate, consent, agreement,
      opinion of counsel, notice or any other document, any transfer tax stamps
      or payment of any other amount or any other action by Dealer (or such
      affiliate of Dealer). Notwithstanding anything to the contrary herein, to
      the extent the provisions of Rule 144 of the Securities Act or any
      successor rule are amended, or the applicable interpretation thereof by
      the Securities and Exchange Commission or any court change after the Trade
      Date, the agreements of Company herein shall be deemed modified to the
      extent necessary, in the opinion of outside counsel of Company, to comply
      with Rule 144 of the Securities Act, as in effect at the time of delivery
      of the relevant Shares or Share Termination Delivery
Property.
		 
				(iv)	     	If the Private
      Placement Settlement or the Registration Settlement shall not be effected
      as set forth in clauses (i) or (ii), as applicable, then failure to effect
      such Private Placement Settlement or such Registration Settlement shall
      constitute an Event of Default with respect to which Company shall be the
      Defaulting Party.
		 
	     	(l)	     	Limit
      on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not
      exercise any Warrant hereunder or be entitled to take delivery of any
      Shares deliverable hereunder, and Automatic Exercise shall not apply with
      respect to any Warrant hereunder, to the extent (but only to the extent)
      that, after such receipt of any Shares upon the exercise of such Warrant
      or otherwise hereunder, (i) the Section 16 Percentage would exceed 8.5%,
      or (ii) the Share Amount would exceed the Applicable Share Limit. Any
      purported delivery hereunder shall be void and have no effect to the
      extent (but only to the extent) that, after such delivery, (i) the Section
      16 Percentage would exceed 8.5%, or (ii) the Share Amount would exceed the
      Applicable Share Limit. If any delivery owed to Dealer hereunder is not
      made, in whole or in part, as a result of this provision, Company’s
      obligation to make such delivery shall not be extinguished and Company
      shall make such delivery as promptly as practicable after, but in no event
      later than one Business Day after, Dealer gives notice to Company that,
      after such delivery, (i) the Section 16 Percentage would not exceed 8.5%,
      and (ii) the Share Amount would not exceed the Applicable Share
      Limit.
		 
		(m)		Share
      Deliveries.
      Notwithstanding anything to the contrary herein, Company agrees that any
      delivery of Shares or Share Termination Delivery Property shall be
      effected by book-entry transfer through the facilities of DTC, or any
      successor depositary, if at the time of delivery, such class of Shares or
      class of Share Termination Delivery Property is in book-entry form at DTC
      or such successor depositary.
		 
		(n)		Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable
      law, any right it may have to a trial by jury in respect of any suit,
      action or proceeding relating to the Transaction. Each party (i) certifies
      that no representative, agent or attorney of the other party has
      represented, expressly or otherwise, that such other party would not, in
      the event of such a suit, action or proceeding, seek to enforce the
      foregoing waiver and (ii) acknowledges that it and the other party have
      been induced to enter into the Transaction, as applicable, by, among other
      things, the mutual waivers and certifications provided
  herein.


20 







	     	(o)	     	Tax
      Disclosure. Effective
      from the date of commencement of discussions concerning the Transaction,
      Company and each of its employees, representatives, or other agents may
      disclose to any and all persons, without limitation of any kind, the tax
      treatment and tax structure of the Transaction and all materials of any
      kind (including opinions or other tax analyses) that are provided to
      Company relating to such tax treatment and tax structure.
		 
		(p)		Maximum Share Delivery.
		 
				(i)	     	Notwithstanding any
      other provision of this Confirmation, the Agreement or the Equity
      Definitions, in no event will Company at any time be required to deliver a
      number of Shares greater than 2,935,424 (the “Maximum Number of Shares”) to Dealer in connection with the
      Transaction.
		 
				(ii)		In the event Company
      shall not have delivered to Dealer the full number of Shares or Restricted
      Shares otherwise deliverable by Company to Dealer pursuant to the terms of
      the Transaction because Company has insufficient authorized but unissued
      Shares that are not reserved for other transactions (such deficit, the
      “Deficit
      Shares”), Company shall be
      continually obligated to deliver, from time to time, Shares or Restricted
      Shares, as the case may be, to Dealer until the full number of Deficit
      Shares have been delivered pursuant to this Section 9(p)(ii), when, and to
      the extent that, (A) Shares are repurchased, acquired or otherwise
      received by Company or any of its subsidiaries after the Trade Date
      (whether or not in exchange for cash, fair value or any other
      consideration), (B) authorized and unissued Shares previously reserved for
      issuance in respect of other transactions become no longer so reserved or
      (C) Company additionally authorizes any unissued Shares that are not
      reserved for other transactions; provided that in no
      event shall Company deliver any Shares or Restricted Shares to Dealer
      pursuant to this Section 9(p)(ii) to the extent that such delivery would
      cause the aggregate number of Shares and Restricted Shares delivered to
      Dealer to exceed the Maximum Number of Shares. Company shall immediately
      notify Dealer of the occurrence of any of the foregoing events (including
      the number of Shares subject to clause (A), (B) or (C) and the
      corresponding number of Shares or Restricted Shares, as the case may be,
      to be delivered) and promptly deliver such Shares or Restricted Shares, as
      the case may be, thereafter.
		 
		(q)		Right
      to Extend. Dealer may
      postpone or add, in whole or in part, any Expiration Date or any other
      date of valuation or delivery with respect to some or all of the relevant
      Warrants (in which event the Calculation Agent shall make appropriate
      adjustments to the Daily Number of Warrants with respect to one or more
      Expiration Dates) to the extent Dealer reasonably determines, based on
      advice of counsel in the case of the immediately following clause (ii),
      and in its commercially reasonable judgment, that such extension is
      reasonably necessary or appropriate to (i) preserve Dealer’s commercially
      reasonable hedging or hedge unwind activity hereunder in light of existing
      liquidity conditions (but only in the case of a material decrease in
      liquidity relative to Dealer’s expectations as of the Trade Date) or (ii)
      to enable Dealer to effect purchases of Shares in connection with its
      commercially reasonable hedging, hedge unwind or settlement activity
      hereunder in a manner that would, if Dealer were Issuer or an affiliated
      purchaser of Issuer, be in compliance with applicable legal, regulatory or
      self-regulatory requirements, or with related policies and procedures
      applicable to Dealer.
		 
		(r)		Status of Claims in Bankruptcy. Dealer acknowledges and agrees that this
      Confirmation is not intended to convey to Dealer rights against Company
      with respect to the Transaction that are senior to the claims of common
      stockholders of Company in any United States bankruptcy proceedings of
      Company; provided
      that nothing herein shall
      limit or shall be deemed to limit Dealer’s right to pursue remedies in the
      event of a breach by Company of its obligations and agreements with
      respect to the Transaction; provided further that nothing herein shall limit or shall be deemed to limit
      Dealer’s rights in respect of any transactions other than the
      Transaction.
		 
		(s)		Securities Contract; Swap Agreement. The parties hereto intend for (i) the
      Transaction to be a “securities contract” and a “swap agreement” as
      defined in the Bankruptcy Code (Title 11 of the


21 







				United States Code)
      (the “Bankruptcy
      Code”), and the parties
      hereto to be entitled to the protections afforded by, among other
      Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of
      the Bankruptcy Code, (ii) a party’s right to liquidate the Transaction and
      to exercise any other remedies upon the occurrence of any Event of Default
      under the Agreement with respect to the other party to constitute a
      “contractual right” as described in the Bankruptcy Code, and (iii) each
      payment and delivery of cash, securities or other property hereunder to
      constitute a “margin payment” or “settlement payment” and a “transfer” as
      defined in the Bankruptcy Code.
		 
	     	(t)	     	Wall Street
      Transparency and Accountability Act. In connection with Section 739 of the Wall
      Street Transparency and Accountability Act of 2010 (“WSTAA”), the parties hereby agree that neither the enactment of WSTAA or
      any regulation under the WSTAA, nor any requirement under WSTAA or an
      amendment made by WSTAA, shall limit or otherwise impair either party’s
      otherwise applicable rights to terminate, renegotiate, modify, amend or
      supplement this Confirmation or the Agreement, as applicable, arising from
      a termination event, force majeure, illegality, increased costs,
      regulatory change or similar event under this Confirmation, the Equity
      Definitions incorporated herein, or the Agreement (including, but not
      limited to, rights arising from Change in Law, Hedging Disruption,
      Increased Cost of Hedging, an Excess Ownership Position, or Illegality (as
      defined in the Agreement)).
		 
		(u)		Agreements and
      Acknowledgements Regarding Hedging. Company understands, acknowledges and
      agrees that: (A) at any time on and prior to the last Expiration Date,
      Dealer and its affiliates may buy or sell Shares or other securities or
      buy or sell options or futures contracts or enter into swaps or other
      derivative securities in order to adjust its hedge position with respect
      to the Transaction; (B) Dealer and its affiliates also may be active in
      the market for Shares other than in connection with hedging activities in
      relation to the Transaction; (C) Dealer shall make its own determination
      as to whether, when or in what manner any hedging or market activities in
      securities of Issuer shall be conducted and shall do so in a manner that
      it deems appropriate to hedge its price and market risk with respect to
      the Settlement Prices; and (D) any market activities of Dealer and its
      affiliates with respect to Shares may affect the market price and
      volatility of Shares, as well as the Settlement Prices, each in a manner
      that may be adverse to Company.
		 
		(v)		Early
      Unwind.
      In the event the sale of
      the “Underwritten Securities” (as defined in the Purchase Agreement) is
      not consummated with the Initial Purchasers for any reason, or Company
      fails to deliver to Dealer opinions of counsel as required pursuant to
      Section 9(a), in each case by 5:00 p.m. (New York City time) on the
      Premium Payment Date, or such later date as agreed upon by the parties
      (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically
      terminate (the “Early
      Unwind”), on the Early
      Unwind Date and (i) the Transaction and all of the respective rights and
      obligations of Dealer and Company under the Transaction shall be cancelled
      and terminated and (ii) each party shall be released and discharged by the
      other party from and agrees not to make any claim against the other party
      with respect to any obligations or liabilities of the other party arising
      out of and to be performed in connection with the Transaction either prior
      to or after the Early Unwind Date. Each of Dealer and Company represents
      and acknowledges to the other that, upon an Early Unwind, all obligations
      with respect to the Transaction shall be deemed fully and finally
      discharged.
		 
		(w)		Payment by
      Dealer. In the event
      that (i) an Early Termination Date occurs or is designated with respect to
      the Transaction as a result of a Termination Event or an Event of Default
      (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv)
      of the Agreement) and, as a result, Dealer owes to Company an amount
      calculated under Section 6(e) of the Agreement, or (ii) Dealer owes to
      Company, pursuant to Section 12.7 or Section 12.9 of the Equity
      Definitions, an amount calculated under Section 12.8 of the Equity
      Definitions, such amount shall be deemed to be zero.
		 
		(x)		Listing of
      Warrant Shares. Company
      shall have submitted an application for the listing of the Warrant Shares
      on the Exchange on or prior to the Premium Payment Date. Company agrees
      and acknowledges that such submission shall be a condition precedent for
      the purpose of Section 2(a)(iii) of the Agreement with respect to each
      obligation of Dealer under Section 2(a)(i) of the
  Agreement.


22 







	     	(y)	     	Delivery or Receipt of Cash. For the avoidance of doubt, other than
      receipt of the Premium by Company, nothing in this Confirmation shall be
      interpreted as requiring Company to cash settle the Transaction, except in
      circumstances where cash settlement is within Company’s control
      (including, without limitation, where Company elects to deliver or receive
      cash, or where Company has made Private Placement Settlement unavailable
      due to the occurrence of events within its control) or in those
      circumstances in which holders of Shares would also receive
  cash.
		 
		(z)		Tax
      Matters. The parties
      hereto agree that for the Transaction “Indemnifiable Tax” shall not
      include (i) any Tax imposed pursuant to Section 1471 or 1472 of the
      Internal Revenue Code of 1986, as amended (the “Code”) and (ii) any U.S. federal income Tax imposed as a result of any
      amount treated as a dividend for U.S. federal income tax purposes
      (including any amount treated as such as a result of any adjustment to the
      terms of the Warrant or any delivery obligations under the Warrant),
      including pursuant to Sections 305 and 871(m) of the Code. For purposes of
      Sections 4(a)(i) and (ii) of the Agreement, Dealer agrees to deliver to
      Company one duly executed and completed applicable Internal Revenue
      Service Form W-8 or Form W-9 (or successor thereto).
		 
		(aa)		Adjustments. For
      the avoidance of doubt, whenever the Calculation Agent, Dealer, Hedging
      Party or Determining Party is called upon to make an adjustment pursuant
      to the terms of this Confirmation or the Definitions to take into account
      the effect of an event, the Calculation Agent, Dealer, Hedging Party or
      Determining Party, as applicable, shall make such adjustment by reference
      to the effect of such event on the Hedging Party, assuming that the
      Hedging Party maintains a commercially reasonable hedge position at the
      time of the event.
		 
		(bb)	 	Transaction Reporting – Consent for Disclosure of
      Information.
      Notwithstanding anything to the contrary in this Confirmation or any
      non-disclosure, confidentiality or other agreements entered into between
      the parties from time to time, each party hereby consents to the
      Disclosure of information (the “Reporting Consent”):
		 
				(i)	     	to the extent
      required by, or required in order to comply with, any applicable law, rule
      or regulation which mandates Disclosure of transaction and similar
      information or to the extent required by, or required in order to comply
      with, any order, request or directive regarding Disclosure of transaction
      and similar information issued by any relevant authority or body or agency
      having competent jurisdiction over a party hereto (“Reporting Requirements”); or
		 
				(ii)		to and between the
      other party’s head office, branches or affiliates; or to any trade data
      repository or any systems or services operated by any trade repository or
      Market, in each case, in connection with such Reporting
      Requirements.
		 
	 	 	 	“Disclosure” means
      disclosure, reporting, retention, or any action similar or analogous to
      any of the aforementioned.
		 
				Disclosures
      made pursuant to this Reporting Consent may include, without limitation,
      Disclosure of information relating to disputes over transactions between
      the parties, a party’s identity, and certain transaction and pricing data
      and may result in such information becoming available to the public or
      recipients in a jurisdiction which may have a different level of
      protection for personal data from that of the relevant party’s home
      jurisdiction.
		  
				This
      Reporting Consent shall be deemed to constitute an agreement between the
      parties with respect to Disclosure in general and shall survive the
      termination of the Transaction. No amendment to or termination of this
      Reporting Consent shall be effective unless such amendment or termination
      is made in writing between the parties and specifically refers to this
      Reporting Consent.
		 
		(cc)		EMIR
      Portfolio Reconciliation and Dispute Resolution. Subject to the below, the parties hereby
      agree that the provisions set out in Part I and III of the Attachment to
      the ISDA 2013 EMIR Portfolio Reconciliation, Dispute Resolution and
      Disclosure Protocol as published by ISDA on 19 July 2013 shall be incorporated by reference
      to this Confirmation, mutatis mutandis, as though such provisions and
      definitions were set out in full herein, with any such conforming changes
      as are necessary to deal with what would otherwise be inappropriate or
      incorrect cross-references:
      


23 







							
	     	            	(i)	     	References
      therein to:
			 
					(A)	     	the
      “Adherence Letter” shall be deemed to be references to this
      Confirmation;
			 
					(B)		the
      “Implementation Date” shall be deemed to be references to the date of the
      Agreement;
			 
					(C)		the
      “Protocol Covered Agreement” shall be deemed to be this Confirmation;
      and
			 
					(D)		the
      “Protocol” shall be deleted.
			 
			(ii)		For the
      purposes of the foregoing:
			 
					(A)		Portfolio
      reconciliation process status:
			 
							Dealer shall
      be a Portfolio Data Sending Entity
			 
							Company
      shall be a Portfolio Data Receiving Entity
			 
					(B)		Local
      Business Days:
			 
							Dealer
      specifies the following places for the purpose of the definition of Local
      Business Day as it applies to it: London, New York
			 
							Company
      specifies the following place(s) for the purposes of the definition of
      Local Business Day as it applies to it: New York
			 
			 		(C)		Contact
      details for Dispute Notices, Portfolio Data, and discrepancy
      notices:
			 
			 				Notices to
      Dealer:
			 
			 				The
      following items may be delivered to Dealer at the contact details shown
      below:
			 
			 				Portfolio
      Data, Notice of a discrepancy or Dispute Notice:
			 
			 				[_______]
			 
							Notices to
      Company:
			 
							The
      following items may be delivered to Company at the contact details shown
      below:
			 
							Portfolio
      Data, Notice of a discrepancy or Dispute Notice:
							 
							CalAmp Corp.
[_______]	
							Attention:	[_______]
							Telephone No.:   	[_______]
							Facsimile No.:	[_______]
							 
	 	 	 	 	(D)	 	Use of a
      third-party service provider:
							 
	 	 	 	 		 	(I) Dealer
      may appoint a third party as its agent and/or third party service provider
      for the purposes of performing all or part of the actions required by the
      Portfolio Reconciliation Risk Mitigation Techniques; and
							 
							(II) Company
      may appoint a third party as its agent and/or third party service provider
      for the purposes of performing all or part of the actions required by the
      Portfolio Reconciliation Risk Mitigation Techniques.



24 







				
      Notwithstanding
      anything to the contrary as set out herein, the provisions of this section
      “EMIR Portfolio Reconciliation and Dispute Resolution” shall survive the
      termination of the Transaction. No amendment to or termination of this
      section shall be effective unless such amendment or termination is made in
      writing between the parties and specifically refers to this section “EMIR
      Portfolio Reconciliation and Dispute Resolution”. 

				  
	     	(dd)	     	EMIR
      Classification and NFC Representation. The section entitled “NFC Representation”
      as set out in the Attachment to the ISDA 2013 EMIR NFC Representation
      Protocol as published by the International Swaps and Derivatives
      Association on 8 March 2013 (the “EMIR Classification Protocol”) shall be incorporated by reference to this Confirmation but with
      the following amendments:
		 
				(i)	References to a party adhering, a party’s adherence or a party
      having adhered to the EMIR Classification Protocol as a “party making the
      NFC Representation” will be construed as Company executing this
      Confirmation while making the statement that it is a party which is making
      the NFC Representation.
		  
					References
      to “party which is a NFC+ Party making the NFC Representation” shall not
      be applicable to this Confirmation.
		  
				(ii)	Dealer confirms that it is a party that does not make the NFC
      Representation.
		  
					Company
      confirms that it is a party making the NFC Representation.
		  
				(iii)     	Unless otherwise specified by the relevant party, for the purposes
      of the definition of “effectively delivered”:
		  
					Dealer’s
      address details to which any Clearing Status Notice, Non-Clearing Status
      Notice, NFC+ Representation Notice, NFC Representation Notice or
      Non-representation Notice should be delivered are: [_______].
		  
				(iv)	Company’s address details to which any Clearing Status Notice,
      Non-Clearing Status Notice, NFC+ Representation Notice, NFC Representation
      Notice or Non-representation Notice should be delivered are:
						  
		 				CalAmp
      Corp.
[_______]
 
Attention:
Telephone
      No.:   
Facsimile No.:	 
 
 
[_______]
[_______]
[_______]
						 
	 	  	 	(v)	The definition of:
						  
					(A)     	“Adherence
      Letter” is deleted;
						  
					(B)	“effectively
      delivered” is amended by replacing the words “the Adherence Letter” with
      the words “this Confirmation”; and
						  
					(C)	“Protocol”
      is deleted.


25 







Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing this Confirmation and returning it to Dealer.


	Very truly yours,
	          	 
		 
		Jefferies International
  Limited
		 
		 
		By:   	 
		Authorized Signatory
		Name:
		 
		 
		
      Jefferies
      LLC, as agent in accordance
      with the agency provisions on page 1 and Section 9(g) of this
      Confirmation

		 
		 
		By:	 
		Authorized Signatory
		Name:




Accepted and
confirmed
as of the Trade Date: 

CalAmp
Corp. 

	By:   	 
	Authorized Signatory
	Name: