Exhibit 10.8


 
EXECUTION COPY 

Nomura Global Financial
Products Inc.
c/o Nomura Securities International, Inc. 
[_______]

				     	April 30,
      2015
	To:	CalAmp
      Corp.			
		[_______]			 
		Attention:	[_______]		 
	 	Telephone No.:	[_______]	 	
		Facsimile
      No.:	[_______]		
			  		
	Re:	Base Warrants
		




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


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

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

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

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

		General
      Terms.	
			 
	 	Trade Date:	April 30,
2015
			   
		Effective Date:	The third Exchange Business Day immediately
      prior to the Premium Payment Date
			   
	 	Warrants:	Equity call warrants, each giving the holder
      the right to purchase a number of Shares equal to the Warrant Entitlement
      at a price per Share equal to the Strike Price, subject to the terms set
      forth under the caption “Settlement Terms” below. For the purposes of the
      Equity Definitions, each reference to a Warrant herein shall be deemed to
      be a reference to a Call Option.









		Warrant Style: 	European
		 	
	 	Seller: 	Company
			 
		Buyer: 	Dealer
      
		 	
	 	Shares: 	The common stock of Company, par value USD
      0.01 per share (Exchange symbol “CAMP”)
			 
		Number of Warrants: 	1,467,712. For the
      avoidance of doubt, the Number of Warrants shall be reduced by any
      Warrants exercised or deemed exercised hereunder. In no event will the
      Number of Warrants be less than zero. 
		 	
	 	Warrant Entitlement: 	One Share per Warrant 
			 
		Strike Price: 	
      USD 39.42

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

		 	
	 	Premium:	USD 3,754,350 
			 
		Premium Payment Date: 	May 6, 2015
      
		 	
		Exchange: 	The NASDAQ Global Select
      Market 
		 	
		Related Exchange(s):	All Exchanges
      
		 	
		Procedures for Exercise.	
		 	
	 	Expiration Time: 	The Valuation Time 
			 
		Expiration Dates:	Each Scheduled Trading Day
      during the period from, and including, the First Expiration Date to, but
      excluding, the 80th Scheduled Trading Day following the First Expiration
      Date shall be an “Expiration Date” for a number of Warrants equal to the
      Daily Number of Warrants on such date; provided that,
      notwithstanding anything to the contrary in the Equity Definitions, if any
      such date is a Disrupted Day, the Calculation Agent shall make
      adjustments, if applicable, to the Daily Number of Warrants or shall
      reduce such Daily Number of Warrants to zero for which such day shall be
      an Expiration Date and shall designate a Scheduled Trading Day or a number
      of Scheduled Trading Days as the Expiration Date(s) for the remaining
      Daily Number of Warrants or a portion thereof for the originally scheduled
      Expiration Date; and provided further that if such Expiration
      Date has not occurred pursuant to this clause as of the eighth Scheduled
      Trading Day following the last scheduled Expiration Date under the
      Transaction, the Calculation Agent shall have the right to declare such
      Scheduled Trading Day to be the final Expiration Date and the Calculation
      Agent shall determine the prevailing market value for the Shares as of the
      Valuation Time on that eighth Scheduled Trading Day or on any subsequent
      Scheduled Trading Day, as the Calculation Agent shall determine using
      commercially reasonable means.


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	 	First Expiration Date:
      	August 15, 2020 (or if such day is not a
      Scheduled Trading Day, the next following Scheduled Trading Day), subject
      to Market Disruption Event below.
			 
		Daily Number of
      Warrants:	For any
      Expiration Date, the Number of Warrants that have not expired or been
      exercised as of such day, divided by the remaining number of
      Expiration Dates (including such day), rounded down to the nearest whole
      number, subject to adjustment pursuant to the provisos to “Expiration
      Dates”.
		 	
	 	Automatic
    Exercise:	Applicable; and means that for each
      Expiration Date, a number of Warrants equal to the Daily Number of
      Warrants for such Expiration Date will be deemed to be automatically
      exercised at the Expiration Time on such Expiration Date. 
			 
		Market Disruption Event:
      	Section
      6.3(a) of the Equity Definitions is hereby amended by replacing clause
      (ii) in its entirety with “(ii) an Exchange Disruption, or” and inserting
      immediately following clause (iii) the phrase “; in each case that the
      Calculation Agent determines is material.” 
		 	
			Section
      6.3(d) of the Equity Definitions is hereby amended by deleting the
      remainder of the provision following the words “Scheduled Closing Time” in
      the fourth line thereof. 
		 	
		Valuation Terms.	
		 	
	 	Valuation Time: 	Scheduled Closing Time; provided
      that if the principal trading session is extended, the Calculation Agent
      shall determine the Valuation Time in its reasonable discretion.
  
			 
		Valuation Date: 	Each
      Exercise Date.
		 	
		Settlement Terms.	
		 	
	 	Settlement
    Method:	Net Share Settlement. 
			 
		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.


3 







	 	Share Delivery
      Quantity:	For any Settlement Date, a number of Shares,
      as calculated by the Calculation Agent, equal to the Net Share Settlement
      Amount for such Settlement Date divided by the Settlement Price
      on the Valuation Date for such Settlement Date.
			 
		Net Share Settlement
      Amount:	For any Settlement Date, an amount equal to
      the product of (i) the number of Warrants exercised or deemed exercised on
      the relevant Exercise Date, (ii) the Strike Price Differential for the
      relevant Valuation Date and (iii) the Warrant Entitlement.
			 
	 	Settlement Price:
    	For any Valuation Date, the per Share
      volume-weighted average price as displayed under the heading “Bloomberg
      VWAP” on Bloomberg page CAMP <equity> AQR (or any successor thereto)
      in respect of the period from the scheduled opening time of the Exchange
      to the Scheduled Closing Time on such Valuation Date (or if such
      volume-weighted average price is unavailable, the market value of one
      Share on such Valuation Date, as determined by the Calculation Agent).
      Notwithstanding the foregoing, if (i) any Expiration Date is a Disrupted
      Day and (ii) the Calculation Agent determines that such Expiration Date
      shall be an Expiration Date for fewer than the Daily Number of Warrants,
      as described above, then the Settlement Price for the relevant Valuation
      Date shall be the volume-weighted average price per Share on such
      Valuation Date on the Exchange, as determined by the Calculation Agent
      based on such sources as it deems appropriate using a volume-weighted
      methodology, for the portion of such Valuation Date for which the
      Calculation Agent determines there is no Market Disruption
  Event.
			 
		Settlement Dates:
    	As determined pursuant to Section 9.4 of the
      Equity Definitions, subject to Section 9(k)(i) hereof. 
			 
	 	Other Applicable
      Provisions:	The provisions of Sections 9.1(c), 9.8, 9.9,
      9.11 and 9.12 of the Equity Definitions will be applicable, except that
      all references in such provisions to “Physically-settled” shall be read as
      references to “Net Share Settled.” “Net Share Settled” in relation to any
      Warrant means that Net Share Settlement is applicable to that Warrant.
      
			 
		Representation and
      Agreement: 	Notwithstanding Section 9.11 of the Equity
      Definitions, the parties acknowledge that any Shares delivered to Dealer
      may be, upon delivery, subject to restrictions and limitations arising
      from Company’s status as issuer of the Shares under applicable securities
      laws. 


4 







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

	 		
		
      Extraordinary Events applicable to the
      Transaction: 

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

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

		 	
	 	
      Share-for-Share: 
	
      Modified Calculation Agent Adjustment
      

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

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




5 







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

		 	
	 	
      Share-for-Share: 
	
      Modified Calculation Agent Adjustment
    

		 	
	 	
      Share-for-Other: 
	
      Modified Calculation Agent Adjustment
    

		 	
	 	
      Share-for-Combined: 
	
      Modified Calculation Agent Adjustment
    

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

		 	
		
      Announcement Event: 
	
      (i) The public
      announcement by any entity of (x) any transaction or event that, if
      completed, would constitute a Merger Event or Tender Offer or (y) the
      intention to enter into a Merger Event or Tender Offer, (ii) the public
      announcement by Issuer of an intention to solicit or enter into, or to
      explore strategic alternatives or other similar undertaking that, if
      consummated, would result in a Merger Event or Tender Offer or (iii) any
      subsequent public announcement by any entity of a change to a transaction
      or intention that is the subject of an announcement of the type described
      in clause (i) or (ii) of this sentence (including, without limitation, a
      new announcement, whether or not by the same party, relating to such a
      transaction or intention or the announcement of a withdrawal from, or the
      abandonment or discontinuation of, such a transaction or intention), as
      determined by the Calculation Agent. For the avoidance of doubt, the
      occurrence of an Announcement Event with respect to any transaction or
      intention shall not preclude the occurrence of a later Announcement Event
      with respect to such transaction or intention. For purposes of this
      definition of “Announcement Event,” the remainder of the definition of
      “Merger Event” in Section 12.1(b) of the Equity Definitions following the
      definition of “Reverse Merger” therein shall be
  disregarded.



6 







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

		 	 
		
      Nationalization, Insolvency or Delisting:
      
	
      Cancellation and
      Payment (Calculation Agent Determination); provided that, in addition to
      the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will
      also constitute a Delisting if the Exchange is located in the United
      States and the Shares are not immediately re-listed, re-traded or
      re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select
      Market or The NASDAQ Global Market (or their respective successors); if
      the Shares are immediately re-listed, re-traded or re-quoted on any of the
      New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ
      Global Market (or their respective successors), such exchange or quotation
      system shall thereafter be deemed to be the Exchange.
  



7 







		
      Additional Disruption
      Events:
	
		 	 
		
      Change in Law:
      
	Applicable; provided
      that Section 12.9(a)(ii) of the Equity Definitions is hereby amended
      by (i) replacing the word “Shares” with the phrase “Hedge Positions” in
      clause (X) thereof and (ii) inserting the parenthetical “(including, for
      the avoidance of doubt and without limitation, adoption or promulgation of
      new regulations authorized or mandated by existing statute)” at the end of
      clause (A) thereof. 
		 	 
		
      Failure to
      Deliver:
	Not Applicable 

		 	 
		
      Insolvency
      Filing:
	Applicable 

		 	 
		
      Hedging Disruption:
      
	Applicable; provided
      that: 

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

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

				 
			
      (ii)
	Section 12.9(b)(iii) of the Equity
      Definitions is hereby amended by inserting in the third line thereof,
      after the words “to terminate the Transaction”, the words “or, as
      applicable, the portion of the Transaction affected by such Hedging
      Disruption”. 
				  
		
      Increased Cost of
      Hedging:
	Not Applicable

		 	 
		
      Loss of Stock
      Borrow:
	Applicable

		 	 
		
      Maximum Stock Loan
      Rate:
	200 basis points

		 	 
		
      Increased Cost of
      Stock Borrow:
	Applicable 

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

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



8







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

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

		
         
      

	5.	Account Details. 

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


9 







	6.	
      Offices.

			 
		(a)	The Office of Counterparty
      for the Transaction is: Inapplicable, Counterparty is not a Multibranch
      Party.
			 
		(b)	The Office of Dealer for the
      Transaction is: Inapplicable, Dealer is not a Multibranch
  Party
		  
	7.	
      Notices.

			 	
		(a)	Address for notices or communications to Company:

			 	
			
      CalAmp
      Corp.
[_______]
	
			Attention:	[_______]
			Telephone
      No.:      	[_______]
			Facsimile No.:	[_______]
			 
		(b)	Address for notices or
      communications to Dealer:
			 
			[_______]
			 
	8.	
      Representations and Warranties of
      Company.

		 
		Each of the representations and warranties of Company set forth in
      Section 3 of the Purchase Agreement (the “Purchase Agreement”),
      dated as of April 30, 2015, among Company and J.P. Morgan Securities LLC
      and Jefferies LLC, as representatives of the Initial Purchasers party
      thereto (the “Initial
      Purchasers”), are true and correct and are hereby deemed to be
      repeated to Dealer as if set forth herein. Company hereby further
      represents and warrants to Dealer on the date hereof, on and as of the
      Premium Payment Date and, in the case of the representations in Section
      8(d), at all times until termination of the Transaction, that:
			 	
		(a)	Company has all necessary corporate power and authority to execute,
      deliver and perform its obligations in respect of the Transaction; such
      execution, delivery and performance have been duly authorized by all
      necessary corporate action on Company’s part; and this Confirmation has
      been duly and validly executed and delivered by Company and constitutes
      its valid and binding obligation, enforceable against Company in
      accordance with its terms, subject to applicable bankruptcy, insolvency,
      fraudulent conveyance, reorganization, moratorium and similar laws
      affecting creditors’ rights and remedies generally, and subject, as to
      enforceability, to general principles of equity, including principles of
      commercial reasonableness, good faith and fair dealing (regardless of
      whether enforcement is sought in a proceeding at law or in equity) and
      except that rights to indemnification and contribution hereunder may be
      limited by federal or state securities laws or public policy relating
      thereto.

			 	
		(b)	Neither the execution and delivery of this Confirmation nor the
      incurrence or performance of obligations of Company hereunder will
      conflict with or result in a breach of the certificate of incorporation or
      by-laws (or any equivalent documents) of Company, or any applicable law or
      regulation, or any order, writ, injunction or decree of any court or
      governmental authority or agency, or any agreement or instrument to which
      Company or any of its subsidiaries is a party or by which Company or any
      of its subsidiaries is bound or to which Company or any of its
      subsidiaries is subject, or constitute a default under, or result in the
      creation of any lien under, any such agreement or
  instrument.

			 	
		(c)	No consent, approval, authorization, or order of, or filing with,
      any governmental agency or body or any court is required in connection
      with the execution, delivery or performance by Company of this
      Confirmation, except such as have been obtained or made and such as may be
      required under the Securities Act of 1933, as amended (the “Securities
      Act”) or state securities laws.

			 	
		(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.




10







		(e)	Company is not and, after consummation of
      the transactions contemplated hereby, will not be required to register as
      an “investment company” as such term is defined in the Investment Company
      Act of 1940, as amended.
			 
		(f)	Company is an “eligible contract
      participant” (as such term is defined in Section 1a(18) of the Commodity
      Exchange Act, as amended, other than a person that is an eligible contract
      participant under Section 1a(18)(C) of the Commodity Exchange
    Act).
	 
		(g)	Company and each of its affiliates is not,
      on the date hereof, aware (as interpreted under applicable securities
      laws) of any material non-public information with respect to Company or
      the Shares.
	 
		(h)	To Company’s knowledge, no state or local
      (including any non-U.S. jurisdiction’s) law, rule, regulation or
      regulatory order applicable to the Shares (not including laws, rules,
      regulations or regulatory orders of any jurisdiction that are applicable
      solely as a result of Dealer’s and/or its affiliates’ activities, assets
      or businesses, other than Dealer’s activities in respect of the
      Transaction) would give rise to any reporting, consent, registration or
      other requirement (including without limitation a requirement to obtain
      prior approval from any person or entity) as a result of Dealer or its
      affiliates owning or holding (however defined) Shares in connection with
      the Transaction.
	 
		(i)	Company (A) is capable of evaluating
      investment risks independently, both in general and with regard to all
      transactions and investment strategies involving a security or securities;
      (B) will exercise independent judgment in evaluating the recommendations
      of any broker-dealer or its associated persons, unless it has otherwise
      notified the broker-dealer in writing; and (C) has total assets of at
      least $50 million.
	 
	9.	Other Provisions.
	  
		(a)	Opinions. Company shall deliver to Dealer an opinion
      of counsel, dated as of the Premium Payment Date, covering customary
      matters, and subject to customary assumptions, qualifications and
      exceptions, in each case reasonably acceptable to Dealer. Delivery of such
      opinion to Dealer shall be a condition precedent for the purpose of
      Section 2(a)(iii) of the Agreement with respect to each obligation of
      Dealer under Section 2(a)(i) of the Agreement.
	 
		(b)	Repurchase Notices. Company shall, on any day on which Company
      effects any repurchase of Shares, promptly give Dealer a written notice of
      such repurchase (a “Repurchase Notice”)
      on such day if following such repurchase, the number of outstanding Shares
      on such day, subject to any adjustments provided herein, is (i) less than
      32.8 million (in the case of the first such notice) or (ii) thereafter
      more than 2.9 million less than the number of Shares included in the
      immediately preceding Repurchase Notice; provided that Company may provide Dealer with advance
      notice on or prior to any such day to the extent it expects that
      repurchases effected on such day may result in an obligation to deliver a
      Repurchase Notice (which advance notice shall be deemed a Repurchase
      Notice). Company agrees to indemnify and hold harmless Dealer and its
      affiliates and their respective officers, directors, employees,
      affiliates, advisors, agents and controlling persons (each, an
      “Indemnified
      Person”) from and against
      any and all losses (including losses relating to Dealer’s hedging
      activities as a consequence of becoming, or of the risk of becoming, a
      Section 16 “insider”, including without limitation, any forbearance from
      hedging activities or cessation of hedging activities and any losses in
      connection therewith with respect to the Transaction), claims, damages,
      judgments, liabilities and expenses (including reasonable attorney’s
      fees), joint or several, which an Indemnified Person actually may become
      subject to, as a result of Company’s failure to provide Dealer with a
      Repurchase Notice on the day and in the manner specified in this
      paragraph, and to reimburse, within 30 days, upon written request, each of
      such Indemnified Persons for any reasonable legal or other expenses
      incurred in connection with investigating, preparing for, providing
      testimony or other evidence in connection with or defending any of the
      foregoing or any suit, action, proceeding, claim or demand set forth in
      the immediately following sentence. If any suit, action, proceeding
      (including any governmental or regulatory investigation), claim or demand
      shall be brought or asserted against the Indemnified Person, such
      Indemnified Person shall promptly notify Company in writing. Company shall
      be relieved from liability to the extent that any Indemnified Party fails
      promptly to notify Company of any action commenced against it in respect
      of which indemnity may be sought hereunder to the extent Company is
      materially prejudiced as a result thereof. Company shall not be liable for
      any settlement of any proceeding effected without its written consent, but
      if settled with such consent or if there be a final judgment for the
      plaintiff, Company agrees to indemnify any Indemnified Person from and
      against any loss or liability by reason of such settlement or judgment.
      Company shall not, without the prior written consent of the Indemnified
      Person, effect any settlement of any pending or threatened proceeding in
      respect of which any Indemnified Person is or could have been a party and
      indemnity could have been sought hereunder by such Indemnified Person,
      unless such settlement includes an unconditional release of such
      Indemnified Person from all liability on claims that are the subject
      matter of such proceeding on terms reasonably satisfactory to such
      Indemnified Person. If the indemnification provided for in this paragraph
      is unavailable to an Indemnified Person or insufficient in respect of any
      losses, claims, damages or liabilities referred to therein, then Company
      under such paragraph, in lieu of indemnifying such Indemnified Person
      thereunder, shall contribute to the amount paid or payable by such
      Indemnified Person as a result of such losses, claims, damages or
      liabilities. The remedies provided for in this paragraph are not exclusive
      and shall not limit any rights or remedies which may otherwise be
      available to any Indemnified Person at law or in equity. The indemnity and
      contribution agreements contained in this paragraph shall remain operative
      and in full force and effect regardless of the termination of the
      Transaction.


11 







		(c)	Regulation M. Company is not
      on the Trade Date engaged in a distribution, as such term is used in
      Regulation M under the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”), of any securities of Company, other than a distribution meeting
      the requirements of the exception set forth in Rules 101(b)(10) and
      102(b)(7) of Regulation M. Company shall not, until the second Scheduled
      Trading Day immediately following the Effective Date, engage in any such
      distribution. 
			 
		(d)	No Manipulation. Company is
      not entering into the Transaction to create actual or apparent trading
      activity in the Shares (or any security convertible into or exchangeable
      for the Shares) or to raise or depress or otherwise manipulate the price
      of the Shares (or any security convertible into or exchangeable for the
      Shares) or otherwise in violation of the Exchange Act. 
		 
		(e)	Transfer or Assignment.
      Company may not transfer any of its rights or obligations under the
      Transaction without the prior written consent of Dealer. Dealer shall
      promptly notify Company of any transfer or assignment made hereunder.
      Dealer may, without Company’s consent, transfer or assign all or any part
      of its rights or obligations under the Transaction to any third party;
      provided that, after a transfer and/or assignment, Company shall not be
      required to pay the transferee or assignee of such rights or obligations
      on any payment date an amount under Section 2(d)(i)(4) of the Agreement
      greater than the amount, if any, that Company would have been required to
      pay Dealer in the absence of such transfer and/or assignment, except to
      the extent such greater amount results from a Change in Tax Law occurring
      after the date of such transfer and/or assignment. If at any time at which
      (A) the Section 16 Percentage exceeds 8.5%, (B) the Warrant Equity
      Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable
      Share Limit (if any applies) (any such condition described in clauses (A),
      (B) or (C), an “Excess Ownership
      Position”), Dealer is unable after
      using its commercially reasonable efforts to effect a transfer or
      assignment of Warrants to a third party on pricing terms reasonably
      acceptable to Dealer and within a time period reasonably acceptable to
      Dealer such that no Excess Ownership Position exists, then Dealer may
      designate any Exchange Business Day as an Early Termination Date with
      respect to a portion of the Transaction (the “Terminated Portion”), such that
      following such partial termination no Excess Ownership Position exists. In
      the event that Dealer so designates an Early Termination Date with respect
      to a Terminated Portion, a payment shall be made pursuant to Section 6 of
      the Agreement as if (1) an Early Termination Date had been designated in
      respect of a Transaction having terms identical to the Transaction and a
      Number of Warrants equal to the number of Warrants underlying the
      Terminated Portion, (2) Company were the sole Affected Party with respect
      to such partial termination and (3) the Terminated Portion were the sole
      Affected Transaction (and, for the avoidance of doubt, the provisions of
      Section 9(j) shall apply to any amount that is payable by Company to
      Dealer pursuant to this sentence as if Company was not the Affected
      Party). The “Section 16
      Percentage” as of any day
      is the fraction, expressed as a percentage, (A) the numerator of which is
      the number of Shares that Dealer and each person subject to aggregation of
      Shares with Dealer under Section 13 or Section 16 of the Exchange Act and
      rules promulgated thereunder directly or indirectly beneficially own (as
      defined under Section 13 or Section 16 of the Exchange Act and rules
      promulgated thereunder) and (B) the denominator of which is the number of
      Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the
      numerator of which is the sum of (1) the product of the Number of Warrants
      and the Warrant Entitlement and (2) the aggregate number of Shares
      underlying any other warrants purchased by Dealer from Company, and (B)
      the denominator of which is the number of Shares outstanding. The
      “Share
      Amount” as of any day is
      the number of Shares that Dealer and any person whose ownership position
      would be aggregated with that of Dealer (Dealer or any such person, a
      “Dealer
      Person”) under any law,
      rule, regulation, regulatory order or organizational documents or
      contracts of Company that are, in each case, applicable to ownership of
      Shares (“Applicable
      Restrictions”), owns,
      beneficially owns, constructively owns, controls, holds the power to vote
      or otherwise meets a relevant definition of ownership under any Applicable
      Restriction, as determined by Dealer in its reasonable discretion. The
      “Applicable Share
      Limit” means a number of
      Shares equal to (A) the minimum number of Shares that could give rise to
      reporting or registration obligations or other requirements (including
      obtaining prior approval from any person or entity) of a Dealer Person, or
      could result in an adverse effect on a Dealer Person, under any Applicable
      Restriction, as determined by Dealer in its reasonable discretion,
      minus (B) 1% of the number of Shares outstanding.
      Notwithstanding any other provision in this Confirmation to the contrary
      requiring or allowing Dealer to purchase, sell, receive or deliver any
      Shares or other securities, or make or receive any payment in cash, to or
      from Company, Dealer may designate any of its affiliates to purchase,
      sell, receive or deliver such Shares or other securities, or make or
      receive such payment in cash, and otherwise to perform Dealer’s
      obligations in respect of the Transaction and any such designee may assume
      such obligations. Dealer shall be discharged of its obligations to Company
      to the extent of any such performance.


12 







		(f)	Dividends. If at any time during the period from and
      including the Effective Date, to and including the last Expiration Date,
      an ex-dividend date for a cash dividend occurs with respect to the Shares,
      then the Calculation Agent will adjust any of the Strike Price, Number of
      Warrants, Daily Number of Warrants and/or any other variable relevant to
      the exercise, settlement or payment of the Transaction to preserve the
      fair value of the Warrants after taking into account such
    dividend.
		 
		(g)	Matters
      relating to Dealer and the Agent.
		 
			(i)	Dealer is not
      registered as a broker or dealer under the Exchange Act. Nomura Securities
      International, Inc. (“Agent”) has acted
      solely as agent for Dealer and Company to the extent required by law in
      connection with the Transaction and has no obligations, by way of
      issuance, endorsement, guarantee or otherwise, with respect to the
      performance of either party under the Transaction. The parties agree to
      proceed solely against each other, and not against Agent, in seeking
      enforcement of their rights and obligations with respect to the
      Transaction, including their rights and obligations with respect to
      payment of funds and delivery of securities.
				 
			(ii)	Agent may have been paid a fee by Dealer in
      connection with the Transaction. Further details will be furnished upon
      written request.
					 
			(iii)	The time of dealing for the Transaction will be
      furnished by Agent upon written request.



13







		(h)	Additional Provisions.
		 
			(i)	Amendments to the Equity
    Definitions:
					 
				(A)	Section 11.2(a) of the Equity Definitions is hereby amended by
      deleting the words “a diluting or concentrative” and replacing them with
      the words “an”; and adding the phrase “or Warrants” at the end of the
      sentence.
	 	 	 	 	 


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


14 







				(A)	A “person” or “group” within the meaning of
      Section 13(d) of the Exchange Act, other than Company, its wholly owned
      subsidiaries and its and their employee benefit plans, files a Schedule TO
      or any schedule, form or report under the Exchange Act that discloses that
      such person or group has become the direct or indirect “beneficial owner,”
      as defined in Rule 13d-3 under the Exchange Act, of the common equity of
      Company representing more than 50% of the voting power of such common
      equity (or Company becomes aware that such a filing is required but has
      not been made).
					 	  
				(B)	Consummation of (I) any recapitalization,
      reclassification or change of the Shares (other than changes resulting
      from a subdivision or combination) as a result of which the Shares would
      be converted into, or exchanged for, stock, other securities, other
      property or assets, (II) any share exchange, consolidation or merger of
      Company pursuant to which the Shares will be converted into cash,
      securities or other property or assets or (III) any sale, lease or other
      transfer in one transaction or a series of transactions of all or
      substantially all of the consolidated assets of Company and its
      subsidiaries, taken as a whole, to any person other than one of Company’s
      wholly owned subsidiaries. Notwithstanding the foregoing, any
      transaction or transactions set forth in this clause (B) shall not
      constitute an Additional Termination Event if (x) at least 90% of the
      consideration received or to be received by holders of the Shares,
      excluding cash payments for fractional Shares and cash payments made in
      respect of dissenters’ appraisal rights, in connection with such
      transaction or transactions consists of shares of common stock that are
      listed or quoted on any of The New York Stock Exchange, The NASDAQ Global
      Select Market or The NASDAQ Global Market (or any of their respective
      successors) or will be so listed or quoted when issued or exchanged in
      connection with such transaction or transactions, and (y) as a result of
      such transaction or transactions, the Shares will consist of such
      consideration, excluding cash payments for fractional Shares and cash
      payments made in respect of dissenters’ appraisal rights shall not be a
      fundamental change pursuant to this clause (II).
				 
				(C)	Default by Company or any of its
      subsidiaries with respect to any mortgage, agreement or other instrument
      under which there may be outstanding, or by which there may be secured or
      evidenced, any indebtedness for money borrowed in excess of $10,000,000 (or its foreign currency equivalent) in the
      aggregate of Company and/or any such subsidiary, whether such indebtedness
      now exists or shall hereafter be created (i) resulting in such
      indebtedness becoming or being declared due and payable or (ii)
      constituting a failure to pay the principal or interest of any such debt
      when due and payable at its stated maturity, upon required repurchase,
      upon declaration of acceleration or otherwise, and such acceleration shall
      not have been rescinded or annulled or such failure to pay shall not have
      been cured or waived, as the case may be, within 30 days after the
      occurrence of such acceleration or such failure to pay, as the case may
      be.
				 
				(D)	A final judgment for the payment of
      $10,000,000 (or its foreign
      currency equivalent) or more
      (excluding any amounts covered by insurance) in the aggregate rendered
      against Company or any of its subsidiaries, which judgment is not
      discharged or stayed within 60 days after (I) the date on which the right
      to appeal thereof has expired if no such appeal has commenced, or (II) the
      date on which all rights to appeal have been
  extinguished.


15 







				(E)	Dealer, despite using commercially
      reasonable efforts, is unable or reasonably determines, taking into
      account advice of counsel, that it is impractical or illegal, to hedge its
      exposure with respect to the Transaction or any portion thereof (the
      “Affected
      Portion”) in the public
      market without registration under the Securities Act or as a result of any
      legal, regulatory or self-regulatory requirements or related policies and
      procedures (whether or not such requirements, policies or procedures are
      imposed by law or have been voluntarily adopted by Dealer);
      provided that, notwithstanding the foregoing provisions of this
      clause (E), Dealer shall treat only the Affected Portion of the
      Transaction as the Affected Transaction (it being understood that the
      Affected Portion may be 100%).
	 	 	 	 	 
			(i)	No Collateral or
      Setoff.
      Notwithstanding any
      provision of the Agreement or any other agreement between the parties to
      the contrary, the obligations of Company hereunder are not secured by any
      collateral. Obligations under the Transaction shall not be set off by
      Company against any other obligations of the parties, whether arising
      under the Agreement, this Confirmation, under any other agreement between
      the parties hereto, by operation of law or otherwise. Any provision in the
      Agreement with respect to the satisfaction of Company’s payment
      obligations to the extent of Dealer’s payment obligations to Company in
      the same currency and in the same Transaction (including, without
      limitation Section 2(c) thereof) shall not apply to Company and, for the
      avoidance of doubt, Company shall fully satisfy such payment obligations
      notwithstanding any payment obligation to Company by Dealer in the same
      currency and in the same Transaction. In calculating any amounts under
      Section 6(e) of the Agreement, notwithstanding anything to the contrary in
      the Agreement, (1) separate amounts shall be calculated as set forth in
      such Section 6(e) with respect to (a) the Transaction and (b) all other
      Transactions, and (2) such separate amounts shall be payable pursuant to
      Section 6(d)(ii) of the Agreement. For the avoidance of doubt and
      notwithstanding anything to the contrary provided in this Section 9(i), in
      the event of bankruptcy or liquidation of either Company or Dealer,
      neither party shall have the right to set off any obligation that it may
      have to the other party under the Transaction against any obligation such
      other party may have to it, whether arising under the Agreement, this
      Confirmation or any other agreement between the parties hereto, by
      operation of law or otherwise.
				 	  	 
			(j)	Alternative Calculations and Payment on
      Early Termination and on Certain Extraordinary Events.
			  
				(i)	If (a) an Early Termination Date (whether as
      a result of an Event of Default or a Termination Event) occurs or is
      designated with respect to the Transaction or (b) the Transaction is
      cancelled or terminated upon the occurrence of an Extraordinary Event
      (except as a result of (i) a Nationalization, Insolvency or Merger Event
      in which the consideration to be paid to holders of Shares consists solely
      of cash, (ii) a Merger Event or Tender Offer that is within Company’s
      control, or (iii) an Event of Default in which Company is the Defaulting
      Party or a Termination Event in which Company is the Affected Party other
      than an Event of Default of the type described in Section 5(a)(iii), (v),
      (vi), (vii) or (viii) of the Agreement or a Termination Event of the type
      described in Section 5(b) of the Agreement, in each case that resulted
      from an event or events outside Company’s control), and if Company would
      owe any amount to Dealer pursuant to Section 6(d)(ii) of the Agreement or
      any Cancellation Amount pursuant to Article 12 of the Equity Definitions
      (any such amount, a “Payment
      Obligation”), then Company
      shall satisfy the Payment Obligation by the Share Termination Alternative
      (as defined below), unless (a) Company gives irrevocable telephonic notice
      to Dealer, confirmed in writing within one Scheduled Trading Day, no later
      than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer
      Date, Announcement Date (in the case of a Nationalization, Insolvency or
      Delisting), Early Termination Date or date of cancellation, as applicable,
      of its election that the Share Termination Alternative shall not apply,
      (b) Company remakes the representation set forth in Section 8(g) as of the
      date of such election and (c) Dealer agrees, in its sole discretion, to
      such election, in which case the provisions of Section 12.7 or Section
      12.9 of the Equity Definitions, or the provisions of Section 6(d)(ii) of
      the Agreement, as the case may be, shall
apply.



16 







					Share Termination
      Alternative:	If applicable, Company shall deliver to
      Dealer the Share Termination Delivery Property on the date (the “Share Termination Payment
      Date”) on which the Payment
      Obligation would otherwise be due pursuant to Section 12.7 or Section 12.9
      of the Equity Definitions or Section 6(d)(ii) of the Agreement, as
      applicable, subject to Section 9(k)(i) below, in satisfaction, subject to
      Section 9(k)(ii) below, of the relevant Payment Obligation, in the manner
      reasonably requested by Dealer free of payment.
				 	  	 
					
      Share Termination Delivery Property:
	
      A number of Share Termination Delivery Units, as
      calculated by the Calculation Agent, equal to the relevant Payment
      Obligation divided by the Share Termination Unit Price. The Calculation Agent
      shall adjust the amount of Share Termination Delivery Property by
      replacing any fractional portion of a security therein with an amount of
      cash equal to the value of such fractional security based on the values
      used to calculate the Share Termination Unit Price (without giving effect
      to any discount pursuant to Section 9(k)(i)). 

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

				 	  	 
					
      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.



17 







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

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


18 







				(i)	
      If
      Company elects to settle the Transaction pursuant to this clause (i) (a
      “Private Placement Settlement”), then delivery of Restricted Shares
      by Company shall be effected in customary private placement procedures
      with respect to such Restricted Shares reasonably acceptable to Dealer;
      provided that Company may not elect a Private Placement Settlement
      if, on the date of its election, it has taken, or caused to be taken, any
      action that would make unavailable either the exemption pursuant to
      Section 4(a)(2) of the Securities Act for the sale by Company to Dealer
      (or any affiliate designated by Dealer) of the Restricted Shares or the
      exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities
      Act for resales of the Restricted Shares by Dealer (or any such affiliate
      of Dealer). The Private Placement Settlement of such Restricted Shares
      shall include customary representations, covenants, blue sky and other
      governmental filings and/or registrations, indemnities to Dealer, due
      diligence rights (for Dealer or any designated buyer of the Restricted
      Shares by Dealer), and obligations to use best efforts to obtain opinions
      and certificates, and such other documentation, in each case as is
      customary for private placement agreements of similar size, all reasonably
      acceptable to Dealer. In the case of a Private Placement Settlement,
      Dealer shall determine the appropriate discount to the Share Termination
      Unit Price (in the case of settlement of Share Termination Delivery Units
      pursuant to Section 9(j) above) or premium to any Settlement Price (in the
      case of settlement of Shares pursuant to Section 2 above) applicable to
      such Restricted Shares in a commercially reasonable manner and
      appropriately adjust the number of such Restricted Shares to be delivered
      to Dealer hereunder to take into account a commercially reasonable private
      placement discount. Notwithstanding anything to the contrary in the
      Agreement or this Confirmation, the date of delivery of such Restricted
      Shares shall be the Exchange Business Day following notice by Dealer to
      Company of such applicable discount or premium, as the case may be, and
      the number of Restricted Shares to be delivered pursuant to this clause
      (i). For the avoidance of doubt, delivery of Restricted Shares shall be
      due as set forth in the previous sentence and not be due on the Share
      Termination Payment Date (in the case of settlement of Share Termination
      Delivery Units pursuant to Section 9(j) above) or on the Settlement Date
      for such Restricted Shares (in the case of settlement in Shares pursuant
      to Section 2 above).

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

				 	  	 


19 








				(iii)	
      Without
      limiting the generality of the foregoing, Company agrees that (A) any
      Restricted Shares delivered to Dealer may be transferred by and among
      Dealer and its affiliates and Company shall effect such transfer upon
      request of Dealer without any further action by Dealer and (B) after the
      period of 6 months from the Trade Date (or 1 year from the Trade Date if,
      at such time, informational requirements of Rule 144(c) under the
      Securities Act are not satisfied with respect to Company) has elapsed in
      respect of any Restricted Shares delivered to Dealer, Company shall upon
      request of Dealer promptly remove, or cause the transfer agent for such
      Restricted Shares to remove, any legends referring to any such
      restrictions or requirements from such Restricted Shares upon request by
      Dealer (or such affiliate of Dealer) to Company or such transfer agent,
      without any requirement for the delivery of any certificate, consent,
      agreement, opinion of counsel, notice or any other document, any transfer
      tax stamps or payment of any other amount or any other action by Dealer
      (or such affiliate of Dealer). Notwithstanding anything to the contrary
      herein, to the extent the provisions of Rule 144 of the Securities Act or
      any successor rule are amended, or the applicable interpretation thereof
      by the Securities and Exchange Commission or any court change after the
      Trade Date, the agreements of Company herein shall be deemed modified to
      the extent necessary, in the opinion of outside counsel of Company, to
      comply with Rule 144 of the Securities Act, as in effect at the time of
      delivery of the relevant Shares or Share Termination Delivery
      Property.

				 	  	 
				(iv)	
      If the
      Private Placement Settlement or the Registration Settlement shall not be
      effected as set forth in clauses (i) or (ii), as applicable, then failure
      to effect such Private Placement Settlement or such Registration
      Settlement shall constitute an Event of Default with respect to which
      Company shall be the Defaulting Party.

				 	  	 
			(l)	Limit on Beneficial
      Ownership. Notwithstanding
      any other provisions hereof, Dealer may not exercise any Warrant hereunder
      or be entitled to take delivery of any Shares deliverable hereunder, and
      Automatic Exercise shall not apply with respect to any Warrant hereunder,
      to the extent (but only to the extent) that, after such receipt of any
      Shares upon the exercise of such Warrant or otherwise hereunder, (i) the
      Section 16 Percentage would exceed 8.5%, or (ii) the Share Amount would
      exceed the Applicable Share Limit. Any purported delivery hereunder shall
      be void and have no effect to the extent (but only to the extent) that,
      after such delivery, (i) the Section 16 Percentage would exceed 8.5%, or
      (ii) the Share Amount would exceed the Applicable Share Limit. If any
      delivery owed to Dealer hereunder is not made, in whole or in part, as a
      result of this provision, Company’s obligation to make such delivery shall
      not be extinguished and Company shall make such delivery as promptly as
      practicable after, but in no event later than one Business Day after,
      Dealer gives notice to Company that, after such delivery, (i) the Section
      16 Percentage would not exceed 8.5%, and (ii) the Share Amount would not
      exceed the Applicable Share Limit.
			 
      
			(m)	Share Deliveries. Notwithstanding anything to the contrary
      herein, Company agrees that any delivery of Shares or Share Termination
      Delivery Property shall be effected by book-entry transfer through the
      facilities of DTC, or any successor depositary, if at the time of
      delivery, such class of Shares or class of Share Termination Delivery
      Property is in book-entry form at DTC or such successor
      depositary.
			 
      
			(n)	Waiver of Jury Trial. Each party waives, to the fullest extent
      permitted by applicable law, any right it may have to a trial by jury in
      respect of any suit, action or proceeding relating to the Transaction.
      Each party (i) certifies that no representative, agent or attorney of the
      other party has represented, expressly or otherwise, that such other party
      would not, in the event of such a suit, action or proceeding, seek to
      enforce the foregoing waiver and (ii) acknowledges that it and the other
      party have been induced to enter into the Transaction, as applicable, by,
      among other things, the mutual waivers and certifications provided
      herein.


20 







			(o)	Tax Disclosure. Effective from the date of commencement of
      discussions concerning the Transaction, Company and each of its employees,
      representatives, or other agents may disclose to any and all persons,
      without limitation of any kind, the tax treatment and tax structure of the
      Transaction and all materials of any kind (including opinions or other tax
      analyses) that are provided to Company relating to such tax treatment and
      tax structure. 
	 	 	 	 
			(p)	Maximum Share Delivery.
			 
      
				(i)	
      Notwithstanding any other provision of this Confirmation, the
      Agreement or the Equity Definitions, in no event will Company at any time
      be required to deliver a number of Shares greater than 2,935,424 (the
      “Maximum Number of Shares”) to Dealer in connection with the Transaction.
      

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

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


21 







			(s)	Securities Contract; Swap Agreement.
      The parties hereto intend for (i) the
      Transaction to be a “securities contract” and a “swap agreement” as
      defined in the Bankruptcy Code (Title 11 of the United States Code) (the
      “Bankruptcy Code”), and the parties hereto to be entitled to the
      protections afforded by, among other Sections, Sections 362(b)(6),
      362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code, (ii) a
      party’s right to liquidate the Transaction and to exercise any other
      remedies upon the occurrence of any Event of Default under the Agreement
      with respect to the other party to constitute a “contractual right” as
      described in the Bankruptcy Code, and (iii) each payment and delivery of
      cash, securities or other property hereunder to constitute a “margin
      payment” or “settlement payment” and a “transfer” as defined in the
      Bankruptcy Code.  
	 	 	 	 
			(t)	Wall Street Transparency and
      Accountability Act. In connection with Section 739 of the Wall
      Street Transparency and Accountability Act of 2010 (“WSTAA”), the parties hereby agree
      that neither the enactment of WSTAA or any regulation under the WSTAA, nor
      any requirement under WSTAA or an amendment made by WSTAA, shall limit or
      otherwise impair either party’s otherwise applicable rights to terminate,
      renegotiate, modify, amend or supplement this Confirmation or the
      Agreement, as applicable, arising from a termination event, force majeure,
      illegality, increased costs, regulatory change or similar event under this
      Confirmation, the Equity Definitions incorporated herein, or the Agreement
      (including, but not limited to, rights arising from Change in Law, Hedging
      Disruption, Increased Cost of Hedging, an Excess Ownership Position, or
      Illegality (as defined in the Agreement)). 
				 	  	 
			(u)	Agreements and Acknowledgements
      Regarding Hedging. Company understands, acknowledges and agrees
      that: (A) at any time on and prior to the last Expiration Date, Dealer and
      its affiliates may buy or sell Shares or other securities or buy or sell
      options or futures contracts or enter into swaps or other derivative
      securities in order to adjust its hedge position with respect to the
      Transaction; (B) Dealer and its affiliates also may be active in the
      market for Shares other than in connection with hedging activities in
      relation to the Transaction; (C) Dealer shall make its own determination
      as to whether, when or in what manner any hedging or market activities in
      securities of Issuer shall be conducted and shall do so in a manner that
      it deems appropriate to hedge its price and market risk with respect to
      the Settlement Prices; and (D) any market activities of Dealer and its
      affiliates with respect to Shares may affect the market price and
      volatility of Shares, as well as the Settlement Prices, each in a manner
      that may be adverse to Company. 
			 
      
			(v)	Early Unwind. In the event
      the sale of the “Underwritten Securities” (as defined in the Purchase
      Agreement) is not consummated with the Initial Purchasers for any reason,
      or Company fails to deliver to Dealer opinions of counsel as required
      pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time)
      on the Premium Payment Date, or such later date as agreed upon by the
      parties (the Premium Payment Date or such later date the “Early Unwind
      Date”), the Transaction shall automatically terminate (the “Early
      Unwind”), on the Early Unwind Date and (i) the Transaction and all of
      the respective rights and obligations of Dealer and Company under the
      Transaction shall be cancelled and terminated and (ii) each party shall be
      released and discharged by the other party from and agrees not to make any
      claim against the other party with respect to any obligations or
      liabilities of the other party arising out of and to be performed in
      connection with the Transaction either prior to or after the Early Unwind
      Date. Each of Dealer and Company represents and acknowledges to the other
      that, upon an Early Unwind, all obligations with respect to the
      Transaction shall be deemed fully and finally discharged. 
			 
      
			(w)	Payment by Dealer. In the
      event that (i) an Early Termination Date occurs or is designated with
      respect to the Transaction as a result of a Termination Event or an Event
      of Default (other than an Event of Default arising under Section 5(a)(ii)
      or 5(a)(iv) of the Agreement) and, as a result, Dealer owes to Company an
      amount calculated under Section 6(e) of the Agreement, or (ii) Dealer owes
      to Company, pursuant to Section 12.7 or Section 12.9 of the Equity
      Definitions, an amount calculated under Section 12.8 of the Equity
      Definitions, such amount shall be deemed to be zero. 
			 
      
			(x)	Listing of Warrant Shares.
      Company shall have submitted an application for the listing of the Warrant
      Shares on the Exchange on or prior to the Premium Payment Date. Company
      agrees and acknowledges that such submission shall be a condition
      precedent for the purpose of Section 2(a)(iii) of the Agreement with
      respect to each obligation of Dealer under Section 2(a)(i) of the
      Agreement. 


22 







			(y)	Delivery or Receipt of Cash.
      For the avoidance of doubt, other than receipt of the Premium by Company,
      nothing in this Confirmation shall be interpreted as requiring Company to
      cash settle the Transaction, except in circumstances where cash settlement
      is within Company’s control (including, without limitation, where Company
      elects to deliver or receive cash, or where Company has made Private
      Placement Settlement unavailable due to the occurrence of events within
      its control) or in those circumstances in which holders of Shares would
      also receive cash. 
	 	 	 	 
			(z)	Tax Matters. The parties hereto agree that for the Transaction “Indemnifiable
      Tax” shall not include (i) any Tax imposed pursuant to Section 1471 or
      1472 of the Internal Revenue Code of 1986, as amended (the
      “Code”) and (ii) any U.S. federal income Tax imposed as a result of any
      amount treated as a dividend for U.S. federal income tax purposes
      (including any amount treated as such as a result of any adjustment to the
      terms of the Warrant or any delivery obligations under the Warrant),
      including pursuant to Sections 305 and 871(m) of the Code. For purposes of
      Sections 4(a)(i) and (ii) of the Agreement, Dealer agrees to deliver to
      Company one duly executed and completed applicable Internal Revenue
      Service Form W-8 or Form W-9 (or successor thereto). 
				 	  	 
			(aa)	Adjustments. For the avoidance of doubt, whenever the Calculation Agent,
      Dealer, Hedging Party or Determining Party is called upon to make an
      adjustment pursuant to the terms of this Confirmation or the Definitions
      to take into account the effect of an event, the Calculation Agent,
      Dealer, Hedging Party or Determining Party, as applicable, shall make such
      adjustment by reference to the effect of such event on the Hedging Party,
      assuming that the Hedging Party maintains a commercially reasonable hedge
      position at the time of the event. 


23 







 

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,
		 
		 
	           
    	Nomura Global Financial Products
      Inc.
		 
		 
		By:     	 
		Authorized Signatory
		Name:




Accepted and
confirmed
as of the Trade Date: 

CalAmp
Corp. 

	By:     	 
	Authorized Signatory
	Name: