Exhibit 10.15


EXECUTION COPY


Barclays Bank PLC

[________] 
Facsimile: [________] 
Telephone: [________] 

c/o Barclays Capital Inc.

as Agent for Barclays Bank PLC 
[________] 
Telephone: [________] 

May 21,
2015                                    


	To:         	CalAmp Corp.	 
	 	[________]	 
	 	Attention:	[________]
	 	Telephone No.:       	[________]
	 	Facsimile No.:	[________]



Re:        Additional 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:	May 21, 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:
      
	
      220,157. 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 19.96, 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 563,152.50
      

				  
			
      Premium Payment
      Date:
	
      May 27, 2015
      

				 
			
      Exchange:
	
      The NASDAQ Global
      Select Market 

				 
			
      Related
      Exchange(s):
	
      All Exchanges
      

		  	
		
      Procedures for
      Exercise.

	 
			  	
			
      Expiration
      Time:
	
      The Valuation Time
      




2 







			
      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. 

	     	     		 
			
      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.



3 







		
      Settlement
      Terms. 
	
				  
			
      Settlement Method:
      
	
      Net Share Settlement.
      

	 	 	 	 
	     	     	
      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. 



4 







	 	
             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. 

	 	 	 
	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 



5 







		
                   
      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. 

			 
	     	
      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. 



6 







		
             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.
  

			 
	     	
      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



8 







		
             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. 

			  
	     	
      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:
				  
	 	 	 	[_______]



9 







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



	6.	Offices.
	     	
	     	(a)       	The Office
      of Company for the Transaction is: Inapplicable, Company 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:	Executive Vice President & Chief Financial
    Officer
	 	 	Telephone No.:        	[_______]
	 	 	Facsimile No.:	[_______]
	 	 
		(b)	Address for notices or communications to
      Dealer:
	 	 
	 	 	Barclays Capital Inc.
	 	 	[_______]	 
	 	 	Attn: [_______]	 
	 	 	Tel: [_______]	 
	 	 	Fax: [_______]	 
	 	 
	 	 	With a copy to:	 
	 	 
	 	 	Barclays Capital Inc.
	 	 	[_______]	 
	 	 	Attn: [_______]	 
	 	 	Tel: [_______]	 
	 	 	Fax: [_______]	 
	 	 	 	 
	 	 	and	 
	 	 	 	 
	 	 	Barclays Bank PLC 
	 	 	[_______]	 
	 	 	Tel: [_______]	 
	 	 	Fax: [_______]	 



10 







	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.
	  
		(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.


11 







	     	(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.


12 







		(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.


13 







	     	(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.
	     		
		(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).”


14 







	                       	(C)     	Section 11.2(e)(vii) of the Equity Definitions is hereby amended by
      deleting the words “a diluting or concentrative” and replacing them with
      the words “a material”; and adding the phrase “or Warrants” at the end of
      the sentence.
	  
		(D)	Section 12.6(a)(ii) of the Equity Definitions is hereby amended by
      (1) deleting from the fourth line thereof the word “or” after the word
      “official” and inserting a comma therefor, and (2) deleting the semi-colon
      at the end of subsection (B) thereof and inserting the following words
      therefor “or (C) the occurrence of any of the events specified in Section
      5(a)(vii) (1) through (9) of the ISDA Master Agreement with respect to
      that Issuer.”
	  
		(E)	Section 12.9(b)(iv) of the Equity Definitions is hereby amended
      by:
	  
			(x)       	deleting
      (1) subsection (A) in its entirety, (2) the phrase “or (B)” following
      subsection (A) and (3) the phrase “in each case” in subsection (B); and
      
				 
			(y)	replacing
      the phrase “neither the Non-Hedging Party nor the Lending Party lends
      Shares” with the phrase “such Lending Party does not lend Shares” in the
      penultimate sentence.
	 
		(F)	Section 12.9(b)(v) of the Equity Definitions is hereby amended
      by:
	 
			(x)	adding the
      word “or” immediately before subsection “(B)” and deleting the comma at
      the end of subsection (A); and
	 
			(y)	(1)
      deleting subsection (C) in its entirety, (2) deleting the word “or”
      immediately preceding subsection (C), (3) deleting the penultimate
      sentence in its entirety and replacing it with the sentence “The Hedging
      Party will determine the Cancellation
      Amount payable by one party to the other.” and (4) deleting clause (X) in
      the final sentence. 



	               	(ii)       	Notwithstanding anything to the contrary in this Confirmation, upon
      the occurrence of one of the following events, with respect to the
      Transaction, (1) Dealer shall have the right to designate such event an
      Additional Termination Event and designate an Early Termination Date
      pursuant to Section 6(b) of the Agreement, (2) Company shall be deemed the
      sole Affected Party with respect to such Additional Termination Event and
      (3) the Transaction, or, at the election of Dealer in its sole discretion,
      any portion of the Transaction, shall be deemed the sole Affected
      Transaction; provided
      that if Dealer so
      designates an Early Termination Date with respect to a portion of the
      Transaction, (a) a payment shall be made pursuant to Section 6 of the
      Agreement as if an Early Termination Date had been designated in respect
      of a Transaction having terms identical to the Transaction and a Number of
      Warrants equal to the number of Warrants included in the terminated
      portion of the Transaction, and (b) for the avoidance of doubt, the
      Transaction shall remain in full force and effect except that the Number
      of Warrants shall be reduced by the number of Warrants included in such
      terminated portion:
		    
			(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).


15 







				(C)	Default by
      Company or any of its subsidiaries with respect to any mortgage, agreement
      or other instrument under which there may be outstanding, or by which
      there may be secured or evidenced, any indebtedness for money borrowed in
      excess of $10,000,000 (or its foreign currency equivalent) in the
      aggregate of Company and/or any such subsidiary, whether such indebtedness
      now exists or shall hereafter be created (i) resulting in such
      indebtedness becoming or being declared due and payable or (ii)
      constituting a failure to pay the principal or interest of any such debt
      when due and payable at its stated maturity, upon required repurchase,
      upon declaration of acceleration or otherwise, and such acceleration shall
      not have been rescinded or annulled or such failure to pay shall not have
      been cured or waived, as the case may be, within 30 days after the
      occurrence of such acceleration or such failure to pay, as the case may
      be.
					 
	  			(D)       	A final
      judgment for the payment of $10,000,000 (or its foreign currency equivalent)
      or more (excluding any amounts
      covered by insurance) in the aggregate rendered against Company or any of
      its subsidiaries, which judgment is not discharged or stayed within 60
      days after (I) the date on which the right to appeal thereof has expired
      if no such appeal has commenced, or (II) the date on which all rights to
      appeal have been extinguished.
	     	 
	      		          	(E)	Dealer,
      despite using commercially reasonable efforts, is unable or reasonably
      determines, taking into account advice of counsel, that it is impractical
      or illegal, to hedge its exposure with respect to the Transaction or any
      portion thereof (the “Affected Portion”)
      in the public market without registration under the Securities Act or as a
      result of any legal, regulatory or self-regulatory requirements or related
      policies and procedures (whether or not such requirements, policies or
      procedures are imposed by law or have been voluntarily adopted by Dealer);
      provided that, notwithstanding the foregoing
      provisions of this clause (E), Dealer shall treat only the Affected
      Portion of the Transaction as the Affected Transaction (it being
      understood that the Affected Portion may be 100%).
	     	  
		(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.


16 







	     	(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.
				 


	                     
    	
      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)). 




17 







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

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



18 







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




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

	 	 	 


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


19 







	               	(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. 
	  		   
	 	(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.


20 







	               	(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 and after taking into account any
      Shares deliverable to Dealer under the letter agreement dated April 30,
      2015 between Dealer and Company regarding Base Warrants (the
      “Base Warrant
      Confirmation”), (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 and after taking into account any Shares deliverable to Dealer
      under the Base Warrant Confirmation, (i) the Section 16 Percentage would
      exceed 8.5%, or (ii) the Share Amount would exceed the Applicable Share
      Limit. If any delivery owed to Dealer hereunder is not made, in whole or
      in part, as a result of this provision, Company’s obligation to make such
      delivery shall not be extinguished and Company shall make such delivery as
      promptly as practicable after, but in no event later than one Business Day
      after, Dealer gives notice to Company that, after such delivery, (i) the
      Section 16 Percentage would not exceed 8.5%, and (ii) the Share Amount
      would not exceed the Applicable Share Limit.
			  
	     	(m)       	Share Deliveries. Notwithstanding anything to the contrary herein, Company agrees
      that any delivery of Shares or Share Termination Delivery Property shall
      be effected by book-entry transfer through the facilities of DTC, or any
      successor depositary, if at the time of delivery, such class of Shares or
      class of Share Termination Delivery Property is in book-entry form at DTC
      or such successor depositary.
		  
		(n)	Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable
      law, any right it may have to a trial by jury in respect of any suit,
      action or proceeding relating to the Transaction. Each party (i) certifies
      that no representative, agent or attorney of the other party has
      represented, expressly or otherwise, that such other party would not, in
      the event of such a suit, action or proceeding, seek to enforce the
      foregoing waiver and (ii) acknowledges that it and the other party have
      been induced to enter into the Transaction, as applicable, by, among other
      things, the mutual waivers and certifications provided
herein.
		  
		(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.


21 







	     	(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 440,314 (the
      “Maximum Number of
      Shares”) to Dealer in
      connection with the Transaction.
		  
			(ii)	In the
      event Company shall not have delivered to Dealer the full number of Shares
      or Restricted Shares otherwise deliverable by Company to Dealer pursuant
      to the terms of the Transaction because Company has insufficient
      authorized but unissued Shares that are not reserved for other
      transactions (such deficit, the “Deficit Shares”),
      Company shall be continually obligated to deliver, from time to time,
      Shares or Restricted Shares, as the case may be, to Dealer until the full
      number of Deficit Shares have been delivered pursuant to this Section
      9(p)(ii), when, and to the extent that, (A) Shares are repurchased,
      acquired or otherwise received by Company or any of its subsidiaries after
      the Trade Date (whether or not in exchange for cash, fair value or any
      other consideration), (B) authorized and unissued Shares previously
      reserved for issuance in respect of other transactions become no longer so
      reserved or (C) Company additionally authorizes any unissued Shares that
      are not reserved for other transactions; provided that in no event shall Company deliver any
      Shares or Restricted Shares to Dealer pursuant to this Section 9(p)(ii) to
      the extent that such delivery would cause the aggregate number of Shares
      and Restricted Shares delivered to Dealer to exceed the Maximum Number of
      Shares. Company shall immediately notify Dealer of the occurrence of any
      of the foregoing events (including the number of Shares subject to clause
      (A), (B) or (C) and the corresponding number of Shares or Restricted
      Shares, as the case may be, to be delivered) and promptly deliver such
      Shares or Restricted Shares, as the case may be, thereafter.
				 


		(q)       	Right to Extend. Dealer may postpone or add, in whole or in part, any Expiration
      Date or any other date of valuation or delivery with respect to some or
      all of the relevant Warrants (in which event the Calculation Agent shall
      make appropriate adjustments to the Daily Number of Warrants with respect
      to one or more Expiration Dates) to the extent Dealer reasonably
      determines, based on advice of counsel in the case of the immediately
      following clause (ii), and in its commercially reasonable judgment, that
      such extension is reasonably necessary or appropriate to (i) preserve
      Dealer’s commercially reasonable hedging or hedge unwind activity
      hereunder in light of existing liquidity conditions (but only in the case
      of a material decrease in liquidity relative to Dealer’s expectations as
      of the Trade Date) or (ii) to enable Dealer to effect purchases of Shares
      in connection with its commercially reasonable hedging, hedge unwind or
      settlement activity hereunder in a manner that would, if Dealer were
      Issuer or an affiliated purchaser of Issuer, be in compliance with
      applicable legal, regulatory or self-regulatory requirements, or with
      related policies and procedures applicable to Dealer.
		 
		(r)	Status of Claims in Bankruptcy. Dealer acknowledges and agrees that this
      Confirmation is not intended to convey to Dealer rights against Company
      with respect to the Transaction that are senior to the claims of common
      stockholders of Company in any United States bankruptcy proceedings of
      Company; provided
      that nothing herein shall
      limit or shall be deemed to limit Dealer’s right to pursue remedies in the
      event of a breach by Company of its obligations and agreements with
      respect to the Transaction; provided further that nothing herein shall limit or shall be deemed to limit
      Dealer’s rights in respect of any transactions other than the
      Transaction.
		  
	     	(s)	Securities Contract; Swap Agreement. The parties hereto intend for (i) the
      Transaction to be a “securities contract” and a “swap agreement” as
      defined in the Bankruptcy Code (Title 11 of the 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.


22 







		(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
      “Option Securities” (as defined in the Purchase Agreement) is not
      consummated with the Initial Purchasers for any reason, or Company fails
      to deliver to Dealer opinions of counsel as required pursuant to Section
      9(a), in each case by 5:00 p.m. (New York City time) on the Premium
      Payment Date, or such later date as agreed upon by the parties (the
      Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate
      (the “Early Unwind”), on the Early Unwind Date and (i) the
      Transaction and all of the respective rights and obligations of Dealer and
      Company under the Transaction shall be cancelled and terminated and (ii)
      each party shall be released and discharged by the other party from and
      agrees not to make any claim against the other party with respect to any
      obligations or liabilities of the other party arising out of and to be
      performed in connection with the Transaction either prior to or after the
      Early Unwind Date. Each of Dealer and Company represents and acknowledges
      to the other that, upon an Early Unwind, all obligations with respect to
      the Transaction shall be deemed fully and finally
      discharged.
			 
		(w)       	Payment by Dealer. In the event that (i) an Early Termination Date occurs or is
      designated with respect to the Transaction as a result of a Termination
      Event or an Event of Default (other than an Event of Default arising under
      Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Dealer
      owes to Company an amount calculated under Section 6(e) of the Agreement,
      or (ii) Dealer owes to Company, pursuant to Section 12.7 or Section 12.9
      of the Equity Definitions, an amount calculated under Section 12.8 of the
      Equity Definitions, such amount shall be deemed to be zero.
		  
	     	(x)	Listing of Warrant Shares. Company shall have submitted an
      application for the listing of the Warrant Shares on the Exchange on or
      prior to the Premium Payment Date. Company agrees and acknowledges that
      such submission shall be a condition precedent for the purpose of Section
      2(a)(iii) of the Agreement with respect to each obligation of Dealer under
      Section 2(a)(i) of the Agreement.
		  
		(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.


23







	     	(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 Company, such delivery shall be effected through Agent. In
      addition, all notices, demands and communications of any kind relating to
      the Transaction between Dealer and Company shall be transmitted
      exclusively through Agent.
	 	 	 
		(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.



24







	     	(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.:	[________]
	 	 
	 	Dispute Notice:	Dealer: [________];
	 	 
	 	 	Company:	 
	 	 
	 	 	CalAmp Corp.	 
	 	 	[________]	 
	 	 	Attention:	[________]
	 	 	Telephone No.:	[________]
	 	 	Facsimile No.:	[________]


25 








	     	(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.


26 







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: