Exhibit
10.7

EXECUTION COPY


Barclays Bank PLC

[_______]

Facsimile: [_______]

Telephone: [_______]



c/o Barclays Capital Inc.

as Agent for Barclays Bank PLC

[_______]

Telephone: [_______]



				     	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 Barclays Bank PLC (“Dealer”), through its agent Barclays
Capital Inc. (“Agent”), 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. Dealer is not a member of the
Securities Investor Protection Corporation (“SIPC”). Dealer is authorised by the Prudential Regulation Authority
and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.

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 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.


2 







	 	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. 


3 







		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 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.




6 








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



7 







		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 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.




8







		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 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.


11 







		(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 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.


12 







		(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)	Role
      of Agent. Each of Dealer and Company acknowledges to and agrees with the other party
hereto and to and with the Agent that (i) the Agent is acting as agent for Dealer under the
Transaction pursuant to instructions from such party, (ii) the Agent is not a principal or party to
the Transaction, and may transfer its rights and obligations with respect to the Transaction, (iii) the
Agent shall have no responsibility, obligation or liability, by way of issuance, guaranty,
endorsement or otherwise in any manner with respect to the performance of either party under the
Transaction, (iv) Dealer and the Agent have not given, and Company is not relying (for purposes
of making any investment decision or otherwise) upon, any statements, opinions or representations
(whether written or oral) of Dealer or the Agent, other than the representations expressly set forth
in this Confirmation or the Agreement, and (v) each party agrees to proceed solely against the other party, and not the Agent, to collect or recover any money or securities owed to it in
connection with the Transaction. Each party hereto acknowledges and agrees that the Agent is an
intended third party beneficiary hereunder. Company acknowledges that the Agent is an affiliate
of Dealer. Dealer will be acting for its own account in respect of this Confirmation and the
Transaction contemplated hereunder. The time of dealing for the Transaction will be confirmed by
Dealer upon written request by Company. The Agent will furnish to Company upon written
request a statement as to the source and amount of any remuneration received or to be received by
the Agent in connection with the Transaction.


13 







		(h)	Additional Provisions.
		 
			(i)	Amendments
      to the Equity Definitions:
					 
				(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.


14 







			(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:
					 	  
				(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.


15 







				(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%).
					 	  
			(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).



17 







					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 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.


18 







				(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 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.


20 







			(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.
			 
      
			(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. 


21 







			(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 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.



22 







			(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. 
			 
      
			(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)	Method of Delivery. Whenever delivery of funds or other assets is required hereunder by or to
Counterparty, such delivery shall be effected through Agent. In addition, all notices, demands and
communications of any kind relating to the Transaction between Dealer and Counterparty shall be
transmitted exclusively through Agent
			 
      
			(cc)	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.



      23 









			(dd)	2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol. The parties
agree that the terms of the 2013 EMIR Portfolio Reconciliation, Dispute Resolution and
Disclosure Protocol published by ISDA on July 19, 2013 (“Protocol”) apply to the Agreement as
if the parties had adhered to the Protocol without amendment. In respect of the Attachment to the
Protocol, (i) the definition of “Adherence Letter” shall be deemed to be deleted and references to
“Adherence Letter” shall be deemed to be to this section (and references to “such party’s
Adherence Letter” and “its Adherence Letter” shall be read accordingly), (ii) references to
“adheres to the Protocol” shall be deemed to be “enters into the Agreement”, (iii) references to
“Protocol Covered Agreement” shall be deemed to be references to the Agreement (and each
“Protocol Covered Agreement” shall be read accordingly), and (iv) references to “Implementation
Date” shall be deemed to be references to the date of this Confirmation. For the purposes of this
section:
				 	  	 
				(i)	
      Dealer is a Portfolio Data Sending Entity and Company is a Portfolio Data Receiving
Entity;

				 	 
	 
				(ii)	
      Dealer and Company may use a Third Party Service Provider, and each of Dealer and
Company consents to such use including the communication of the relevant data in
relation to Dealer and Company to such Third Party Service Provider for the purposes of
the reconciliation services provided by such entity;

				 	 
	 
				(iii)	
      The Local Business Days for such purposes in relation to Dealer are New York, and in
relation to Company are New York;

				 	 
	 
				(iv)	
      The following are the applicable addresses:



      				 	 
	 
				Portfolio Data:	
Dealer: [_______]

					 	
					
      Company:
	
	 	 	 	 	 	 
					CalAmp Corp.

[_______]
	 
					Attention:
	[_______]
					Telephone
      No.:      	[_______]
					Facsimile No.:	[_______]
					 
				 	 
	 
				Notice of discrepancy:	

Dealer: [_______]

					
      Company:
	
	 	 	 	 	 	 
					CalAmp Corp.

[_______]
	 
					Attention:
	[_______]
					Telephone
      No.:      	[_______]
					Facsimile No.:	[_______]
					 


          24 







				 	 
	 
				Dispute Notice:	

Dealer: [_______]

					 	
					
      Company:
	
	 	 	 	 	 	 
					CalAmp Corp.

[_______]
	 
					Attention:
	[_______]
					Telephone
      No.:      	[_______]
					Facsimile No.:	[_______]
					 



				 	 
	 
			(ee)	NFC Representation Protocol. The parties agree that the provisions set out in the Attachment to
the ISDA 2013 EMIR NFC Representation Protocol published by ISDA on March 8, 2013 (the
“NFC Representation Protocol”) shall apply to the Agreement as if each party were an Adhering
Party under the terms of the NFC Representation Protocol. In respect of the Attachment to the
Protocol, (i) the definition of “Adherence Letter” shall be deemed to be deleted and references to
“Adherence Letter” shall be deemed to be to this section (and references to “the relevant
Adherence Letter” and “its Adherence Letter” shall be read accordingly), (ii) references to
“adheres to the Protocol” shall be deemed to be “enters into the Agreement”, (iii) references to
“Covered Master Agreement” shall be deemed to be references to the Agreement (and each
“Covered Master Agreement” shall be read accordingly), and (iv) references to “Implementation
Date” shall be deemed to be references to the date of this Confirmation. Company confirms that it
enters into the Agreement as a party making the NFC Representation (as such term is defined in
the NFC Representation Protocol). Company shall promptly notify Dealer of any change to its
status as a party making the NFC Representation.



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,
		  
		  
	           
    	Barclays Capital Inc., 
acting solely as Agent
      with the Transaction
		 
		 
		By:     	 
		Authorized Signatory
		Name:




	Accepted and confirmed
	as of the Trade Date:
	 
	CalAmp Corp.
	 
	 
	By:     	 
	Authorized Signatory
	Name: