EXHIBIT 10.39



 Exhibit 10.39 

 

			
		  	August 24, 2011
		
	To:	  	 CACI International Inc
 1100
North Glebe Road
 Arlington, VA 22201

		  	Attn: Thomas A. Mutryn, CFO and Treasurer
		  	Telephone: (703) 841-4488
		
	From	  	Bank of America, N.A.
		  	c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
		  	Bank of America Tower at One Bryant Park
		  	New York, NY 10036
		  	Attn: John Servidio
		  	Telephone: 646-855-6770
		  	Facsimile: 704-208-2869
		
	Re:	  	Issuer Forward Repurchase Transaction
		  	(BofAML Reference Number: 118359165)

  
 Ladies and Gentlemen: 

 
 The purpose of this communication (this
“Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Bank of America, N.A. (“BofA”) and CACI International Inc (“Counterparty”) on the Trade Date specified
below (the “Transaction”). The terms of the Transaction shall be set forth in this Confirmation. This Confirmation shall constitute a “Confirmation” as referred to in the ISDA Master Agreement specified below. 

 
 1. This Confirmation is subject to, and incorporates, the definitions and
provisions of the 2006 ISDA Definitions (including the Annex thereto) (the “2006 Definitions”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and
together with the 2006 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). In the event of any inconsistency between the 2006 Definitions
and the Equity Definitions, the Equity Definitions will govern. 
  
 This Confirmation evidences a complete and binding agreement between BofA and Counterparty as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall be subject to an
agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement (the “ISDA Form”) as if BofA and Counterparty had executed an agreement in such form (without any Schedule but with the elections set forth
in this Confirmation; provided, however, that no transaction now existing or hereafter entered into between BofA and Counterparty shall constitute a Specified Transaction for purposes of the Agreement). The Transaction shall be the only Transaction
under the Agreement and shall not constitute a “Transaction” (as such term is defined in the ISDA Form) under any other agreement, including any ISDA Master Agreement currently existing or entered into from time to time between BofA and
Counterparty 
  
 All provisions contained in, or
incorporated by reference to, the Agreement will govern this Confirmation except as expressly modified herein. In the event of any inconsistency between this Confirmation and either the Definitions or the Agreement, this Confirmation shall govern.
The Transaction is a Share Forward Transaction within the meaning set forth in the Equity Definitions. 







 2. The terms of the particular Transaction to which this Confirmation relates are as follows: 

 

			
	 General Terms:
	  	
		
	 Trade Date:
	  	 August 24, 2011

	
	 Pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended, portions of Annex B to this Confirmation have been
omitted from the version filed, pursuant to Item 601(b)(10) of Regulation S-K, as Exhibit 10.[    ] to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.

		
	 Seller:
	  	BofA
		
	 Buyer:
	  	Counterparty
		
	 Shares:
	  	The common stock of Counterparty, par value USD 0.10 per share (Ticker Symbol: “CACI”)
		
	 Prepayment:
	  	Applicable
		
	 Prepayment Amount:
	  	As provided in Annex B to this Confirmation.
		
	 Prepayment Date:
	  	As provided in Annex B of this Confirmation.
		
	 Exchange:
	  	New York Stock Exchange
		
	 Related Exchange(s):
	  	All Exchanges
		
	 Calculation Agent:
	  	Bank of America, N.A., which shall make all calculations, adjustments and determinations required pursuant to this Transaction in accordance with Section 1.40 of the Equity
Definitions. The Calculation Agent shall provide, upon request of Counterparty, a schedule of all calculations, adjustments and determinations in reasonable detail in a spreadsheet or other customary numerical format and in a timely manner, it being
understood that the Calculation Agent shall not be obligated to disclose any proprietary models used by it for any such calculation, adjustment or determination or any information that the Calculation Agent is required by applicable law, regulation
or contract to keep confidential.
		
	Valuation Terms:	  	
		
	 Averaging Dates:
	  	Each of the consecutive Exchange Business Days commencing on, and including, the Initial Averaging Date and ending on, and including, the Final Averaging Date.
		
	 Initial Averaging Date:
	  	As provided in Annex B of this Confirmation.
		
	 Final Averaging Date:
	  	The Scheduled Final Averaging Date; provided that BofA shall have the right, in its absolute discretion, at any time to accelerate the Final Averaging Date to any date that
is on or after the Scheduled Earliest Acceleration Date by written notice to Counterparty no later than 9:00 P.M., New York City time, on the Exchange Business Day immediately following the accelerated Final Averaging Date.
		
	 Scheduled Final Averaging Date:
	  	As provided in Annex B to this Confirmation.
		
	 Scheduled Earliest Acceleration Date:
	  	As provided in Annex B to this Confirmation.
		
	 Valuation Date:
	  	The Final Averaging Date.


  
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	 Averaging Date Disruption:
	  	Modified Postponement, provided that notwithstanding anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Averaging Date, the
Calculation Agent may, if appropriate in light of market conditions, regulatory considerations or otherwise, take any or all of the following actions: (i) postpone the Scheduled Final Averaging Date in accordance with Modified Postponement (as
modified herein) and/or (ii) determine that such Averaging Date is a Disrupted Day only in part, in which case the Calculation Agent shall (x) determine the VWAP Price for such Disrupted Day based on Rule 10b-18 eligible transactions in the Shares
on such Disrupted Day taking into account the nature and duration of such Market Disruption Event and (y) determine the Settlement Price based on an appropriately weighted average instead of the arithmetic average described under “Settlement
Price” below. Any Exchange Business Day on which, as of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be an Exchange Business Day; if a closure of the Exchange prior to its
normal close of trading on any Exchange Business Day is scheduled following the date hereof, then such Exchange Business Day shall be deemed to be a Disrupted Day in full. Section 6.6(a) of the Equity Definitions is hereby amended by replacing the
word “shall” in the fifth line thereof with the word “may,” and by deleting clause (i) thereof, and Section 6.7(c)(iii)(A) of the Equity Definitions is hereby amended by replacing the word “shall” in the sixth and
eighth line thereof with the word “may.”
		
	 Market Disruption Events:
	  	Section 6.3(a) of the Equity Definitions is hereby amended (A) by deleting the words “during the one hour period that ends at the relevant Valuation Time, Latest Exercise Time,
Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” in clause (ii) thereof, and (B) by replacing the words “or (iii) an Early Closure.” therein with “(iii) an Early Closure, or (iv) a Regulatory
Disruption.”
		
		  	Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line
thereof.
		
	 Regulatory Disruption:
	  	Any event that BofA, in its reasonable discretion, based on the advice of counsel, determines makes it appropriate with regard to any legal, regulatory or self-regulatory
requirements or related policies and procedures for BofA to refrain from or decrease any market activity in connection with the Transaction. BofA shall notify Counterparty as soon as reasonably practicable that a Regulatory Disruption has occurred
and the Averaging Dates affected by it.


  
 3 









			
	Settlement Terms:	  	
	 Initial Shares:
	  	As provided in Annex B to this Confirmation.
	 Initial Share Delivery:
	  	On the Initial Share Delivery Date, BofA shall deliver to Counterparty the Initial Shares.
	 Initial Share Delivery Date:
	  	As provided in Annex B of this Confirmation.
	 Initial Price:
	  	As provided in Annex B of this Confirmation.
	 Settlement Date:
	  	The date that falls three Exchange Business Days following the Valuation Date.
	 Settlement:
	  	On the Settlement Date (x) if the True-Up Amount is a negative number, Counterparty shall make a cash payment to BofA in an amount equal to the absolute value of the True-Up Amount,
subject to the provisions opposite the caption “Counterparty Share Settlement” below, (y) if the True-Up Amount is a positive number, BofA shall make a cash payment to Counterparty in an amount equal to the True-Up Amount, subject to the
provisions opposite the caption “BofA Share Settlement” below, and (z) if the True-Up Amount is zero, neither Counterparty nor BofA shall be required to make any payment or delivery to the other.
	 Counterparty Share Settlement:
	  	If the True-Up Amount is a negative number, Counterparty may elect, in lieu of making a cash payment to BofA in an amount equal to the True-Up Amount for the “Net Share
Settlement Provisions” set forth in paragraphs 1 through 4 of Annex A to apply to the entire True-Up Amount, so long as Counterparty notifies BofA in writing of such election on or prior to the Settlement Notice Date.
	 BofA Share Settlement:
	  	If the True-Up Amount is a positive number, Counterparty may elect to receive from BofA, in lieu of any cash payment from BofA equal to the True-Up Amount, a number of Shares equal
to the True-Up Share Amount, so long as:
		  	 (x)    Counterparty makes the “Election Representations” below in writing to BofA as of the date
of, and in connection with, such election by Counterparty to receive Shares in settlement of the Transaction;

		  	 (y)    at the time of such election, Counterparty provides to BofA a written statement that the
representations contained in Section 7(a)(i) and Section 7(a)(vii) of this Confirmation are true and correct as of (and as if made on) the date of such election; and

		  	 (z)    Counterparty notifies BofA in writing of such election on or prior to the Settlement Notice
Date.

		  	If Counterparty validly so elects to receive from BofA, in lieu of any cash payment from BofA equal to the True-Up Amount, a number of Shares equal to the True-Up Share Amount, such
Shares shall be delivered to Counterparty by BofA on the Exchange Business Day immediately following the last True-Up Valuation Date.


  
 4 









			
	 Election Representations:
	  	As of the date of an election by Counterparty to receive a Share delivery from BofA pursuant to the provisions opposite the caption “BofA Share Settlement” above, (x)
Counterparty represents to BofA that it has all necessary corporate power and authority to make such election and to perform its obligations upon such election, and (y) Counterparty represents to BofA that such election, and any payment or receipt
of delivery in connection therewith, have been duly authorized by all necessary corporate action on Counterparty’s part.
	 Settlement Notice Date:
	  	The date that falls two Exchange Business Days following the Valuation Date.
	 True-Up Amount:
	  	An amount equal to (i) the Prepayment Amount minus (ii) the Initial Shares multiplied by the Settlement Price.
	 True-Up Share Amount:
	  	True-Up Amount divided by the True-Up Valuation Price.
	 True-Up Valuation Price:
	  	The arithmetic average of the VWAP Prices for all True-Up Valuation Dates plus USD 0.02, and subject to Averaging Date Disruption, determined as if each True-Up Valuation
Date were an Averaging Date (with Averaging Date Disruption applying as if the last True-Up Valuation Date were the Final Averaging Date and the True-Up Valuation Price were the Settlement Price).
	 True-Up Valuation Dates:
	  	Up to five (5) Scheduled Trading Days beginning on the Settlement Date; provided that BofA shall take into account market conditions at the time (including, but not limited to,
liquidity) and any applicable regulatory considerations in a good faith commercially reasonable manner. BofA may, based on the advice of counsel, extend the dates noted above in a commercially reasonable manner.
	 Settlement Price:
	  	The arithmetic average of the VWAP Prices for all Averaging Dates minus the Discount.
	 VWAP Price:
	  	For any Averaging Date, the Rule 10b-18 dollar volume weighted average price per Share for such day based on transactions executed during such day, as reported on Bloomberg Page
“CACI.Q <Equity> AQR SEC” (or any successor thereto) or, in the event such price is not so reported on such day for any reason or is manifestly incorrect, as reasonably determined by the Calculation Agent using a volume weighted
method.
	 Discount:
	  	As provided in Annex B to this Confirmation.
	 Excess Dividend Amount:
	  	For the avoidance of doubt, all references to the Excess Dividend Amount in Section 9.2(a)(iii) of the Equity Definitions shall be deleted.
	 Other Applicable Provisions:
	  	To the extent either party is obligated to deliver Shares hereunder, the provisions of the last sentence of Section 9.2 and Sections 9.8, 9.9, 9.10, 9.11 (except that the
Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations,


  
 5 









			
		  	limitations or requirements under applicable securities laws arising as a result of the fact that Counterparty is the Issuer of the Shares) and 9.12 of the Equity Definitions will
be applicable as if “Physical Settlement” applied to the Transaction.
		
	Dividends:	  	
		
	 Dividend:
	  	Any dividend or distribution on the Shares other than any dividend or distribution of the type described in Sections 11.2(e)(i), 11.2(e)(ii)(A) or 11.2(e)(ii)(B) of the Equity
Definitions.
		
	Share Adjustments:	  	
		
	 Method of Adjustment:
	  	Calculation Agent Adjustment; provided that the declaration or payment of Dividends shall not be a Potential Adjustment Event.
		
		  	It shall constitute an additional Potential Adjustment Event if the Scheduled Final Averaging Date is postponed pursuant to “Averaging Date Disruption” above, in which
case the Calculation Agent may, in its commercially reasonable discretion, adjust any relevant terms of the Transaction as the Calculation Agent determines appropriate to account for the economic effect on the Transaction of such
postponement.
		
	Extraordinary Events:	  	
		
	 Consequences of Merger Events:
	  	
		
	 (a) Share-for-Share:
	  	 Modified Calculation Agent Adjustment

		
	 (b) Share-for-Other:
	  	 Cancellation and Payment

		
	 (c) Share-for-Combined:
	  	 Component Adjustment

		
	 Tender Offer:
	  	 Applicable

		
	 Consequences of Tender Offers:
	  	
		
	 (a) Share-for-Share:
	  	 Modified Calculation Agent Adjustment

		
	 (b) Share-for-Other:
	  	Modified Calculation Agent Adjustment
		
	 (c) Share-for-Combined:
	  	 Modified Calculation Agent Adjustment

		
	 Composition of Combined Consideration:
	  	 Not Applicable

		
	 Consequences of Announcement Events:
	  	Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that references to “Tender Offer” shall be replaced by
references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “Announcement Date.” An Announcement Event shall be an “Extraordinary Event” for purposes of the
Equity Definitions, to which Article 12 of the Equity Definitions is applicable.
		
	 Announcement Event:
	  	The occurrence of an Announcement Date in respect of a potential Acquisition Transaction (as defined in Section 9 below).
		
	 Announcement Date:
	  	The date of the first public announcement in relation to an Acquisition Transaction, or any publicly announced change or amendment to the announcement giving rise to an Announcement
Date.


  
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	 Provisions applicable to Merger Events and Tender Offers:
	  	The consequences set forth opposite “Consequences of Merger Events” and “Consequences of Tender Offers” above shall apply regardless of whether a particular
Merger Event or Tender Offer relates to an Announcement Date for which an adjustment has been made pursuant to Consequences of Announcement Events, without duplication of any such adjustment.
		
	 New Shares:
	  	In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in clause (i) thereof shall be deleted in its entirety (including the word “and”
following such clause (i)) and replaced with “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)”.
		
	 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 shall 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 Market or The NASDAQ Global Select Market (or their
respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange.
		
	 Additional Disruption Events:
	  	
		
	 Change in Law:
	  	Applicable; provided that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of
doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory
authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby
amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new
regulations authorized or mandated by existing statute)”.
		
	 Failure to Deliver:
	  	Applicable
		
	 Insolvency Filing:
	  	Applicable


  
 7 









			
	 Hedging Disruption:
	  	Applicable
		
	 Increased Cost of Hedging:
	  	Applicable
		
	 Loss of Stock Borrow:
	  	Applicable
		
	 Maximum Stock Loan Rate:
	  	As provided in Annex B to this Confirmation.
		
	 Increased Cost of Stock Borrow:
	  	Applicable
		
	 Initial Stock Loan Rate:
	  	As provided in Annex B to this Confirmation.
		
	 Hedging Party:
	  	For all applicable Potential Adjustment Events and Extraordinary Events, BofA
		
	 Determining Party:
	  	For all Extraordinary Events, BofA
		
	 Non-Reliance:
	  	Applicable
		
	 Agreements and Acknowledgments Regarding Hedging Activities:
	  	

Applicable
		
	 Additional Acknowledgments:
	  	Applicable
		
	3. Account Details:	  	
		
	 (a) Account for delivery of Shares to Counterparty:
	  	To be provided upon request.
		
	 (b) Account for payments to Counterparty:
	  	To be provided upon request.
		
	 (c) Account for payments to BofA:
	  	
		
	 Bank of America
	  	
	 New York, NY
	  	
	 SWIFT: BOFAUS3N
	  	
	 Bank Routing: 026-009-593
	  	
	 Account Name: Bank of America
	  	
	 Account No.: 0012334-61892
	  	

  
 4. Offices: 

 
 (a) The Office of Counterparty for the Transaction is:
Counterparty is not a Multibranch Party 
  
 (b) The
Office of BofA for the Transaction is: 
  
 Bank of
America, N.A. 
 c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated 

Bank of America Tower at One Bryant Park 
 New York, NY 10036 
  

5. Notices: For purposes of this Confirmation: 
  

(a) Address for notices or communications to Counterparty: 

 
 CACI International Inc 

1100 North Glebe Road 
 Arlington, VA 22201 
 Attn: Thomas A. Mutryn, CFO and Treasurer 

Telephone: (703) 841-4488 

  
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 (b) Address for notices or communications to BofA: 

 
 Bank of America, N.A. 

c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated 
 Bank of America Tower at One Bryant Park 
 New York, NY 10036 

Attn: John Servidio 
 Telephone: 646-855-7127 
 Facsimile: 704-208-2869 

 
 6. Additional Provisions Relating to Transactions in the Shares.

  
 (a) Counterparty acknowledges
and agrees that the Initial Shares delivered on the Initial Share Delivery Date may be sold short to Counterparty. Counterparty further acknowledges and agrees that BofA may, during (i) the period from the date hereof to the Valuation Date and
(ii) the period from and including the first True-Up Valuation Date to and including the last True-Up Valuation Date, if any, (together, the “Relevant Period”), purchase Shares in connection with the Transaction, which Shares
may be used to cover all or a portion of such short sale or may be delivered to Counterparty. Such purchases will be conducted independently of Counterparty. The timing of such purchases by BofA, the number of Shares purchased by BofA on any day,
the price paid per Share pursuant to such purchases and the manner in which such purchases are made, including without limitation whether such purchases are made on any securities exchange or privately, shall be within the absolute discretion of
BofA. It is the intent of the parties that the Transaction comply with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the parties agree that this Confirmation
shall be interpreted to comply with the requirements of Rule 10b5-1(c), and Counterparty shall not take any action that results in the Transaction not so complying with such requirements. Without limiting the generality of the preceding sentence,
Counterparty acknowledges and agrees that (A) Counterparty does not have, and shall not attempt to exercise, any influence over how, when or whether BofA effects any purchases of Shares in connection with the Transaction, (B) during the
period beginning on (but excluding) the date of this Confirmation and ending on (and including) the last day of the Relevant Period, neither Counterparty nor its officers or employees shall, directly or indirectly, communicate any information
regarding Counterparty or the Shares to any employee of BofA or its Affiliates responsible for trading the Shares in connection with the transactions contemplated hereby, (C) Counterparty is entering into the Transaction in good faith and not
as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the Exchange Act and (D) Counterparty will not alter or deviate from this Confirmation or enter into or
alter a corresponding hedging transaction with respect to the Shares. Counterparty also acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the
amendment or termination of a “plan” as defined in Rule 10b5-1(c) under the Exchange Act. Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part
of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer or director of Counterparty is aware of any material
nonpublic information regarding Counterparty or the Shares. 
  
 (b) Counterparty agrees that neither Counterparty nor any of its Affiliates or agents shall take any action that would cause Regulation M to be applicable to any purchases of Shares, or any security for
which the Shares are a reference security (as defined in Regulation M), by Counterparty or any of its affiliated purchasers (as defined in Regulation M) during the Relevant Period. 
  
 (c) Counterparty shall, at least one day prior to the first day of the Relevant Period, notify
BofA of the total number of Shares purchased in Rule 10b-18 purchases of blocks pursuant to the once-a-week block exception contained in Rule 10b-18(b)(4) by or for Counterparty or any of its affiliated purchasers during each of the four calendar
weeks preceding the first day of the Relevant Period and during the calendar week 

  
 9 








 
in which the first day of the Relevant Period occurs (“Rule 10b-18 purchase”, “blocks” and “affiliated purchaser” each being used as defined in Rule 10b-18), which
notice shall be substantially in the form set forth as Appendix A hereto. 
  
 (d) During the Relevant Period, Counterparty shall (i) notify BofA prior to the opening of trading in the Shares on any day on which Counterparty makes, or expects to be made, any public announcement
(as defined in Rule 165(f) under the Securities Act of 1933, as amended (the “Securities Act”) of any merger, acquisition, or similar transaction involving a recapitalization relating to Counterparty (other than any such transaction
in which the consideration consists solely of cash and there is no valuation period), (ii) promptly notify BofA following any such announcement that such announcement has been made, and (iii) promptly deliver to BofA following the making
of any such announcement a certificate indicating (A) Counterparty’s average daily Rule 10b-18 purchases (as defined in Rule 10b-18) during the three full calendar months preceding the date of the announcement of such transaction and
(B) Counterparty’s block purchases (as defined in Rule 10b-18) effected pursuant to paragraph (b)(4) of Rule 10b-18 during the three full calendar months preceding the date of the announcement of such transaction. In addition, Counterparty
shall promptly notify BofA of the earlier to occur of the completion of such transaction and the completion of the vote by target shareholders. Counterparty acknowledges that any such public announcement may result in a Regulatory Disruption and may
cause the Relevant Period to be suspended. Accordingly, Counterparty acknowledges that its actions in relation to any such announcement or transaction must comply with the standards set forth in Section 6(a) above. 

 
 (e) Without the prior written consent of
BofA (such consent not to be unreasonably withheld, conditioned or delayed), Counterparty shall not, and shall cause its Affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without
limitation, by means of a cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest,
including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares during the Relevant Period. 
  
 (f) Notwithstanding anything to the contrary in this Confirmation, the Agreement or the
Definitions, under no circumstances will the Payment Obligation (as defined in Section 10(a) of this Confirmation) payable in connection with any early termination or cancellation of the Transaction (including termination or cancellation due to
an Extraordinary Event or an Additional Termination Event) include the effects of any Dividends declared or paid by Counterparty. 
  

7. Representations, Warranties and Agreements. 
  

(a) In addition to the representations, warranties and agreements in the Agreement and those contained elsewhere herein,
Counterparty represents and warrants to and for the benefit of, and agrees with, BofA as follows: 
  

(i) As of the Trade Date, and as of the date of any election by Counterparty of the Share Termination Alternative under
(and as defined in) Section 10(a) below, (A) none of Counterparty and its officers and directors is aware of any material nonpublic information regarding Counterparty or the Shares and (B) all reports and other documents filed by
Counterparty with the Securities and Exchange Commission pursuant to the Exchange Act when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and
documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not
misleading. 
  
 (ii) Without
limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that BofA is not making any representations or warranties or taking any position or expressing any view with respect to the treatment of the
Transaction under any accounting standards including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, or ASC 

  
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Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (or any successor issue statements) or under
FASB’s Liabilities & Equity Project. 
  
 (iii) Without limiting the generality of Section 3(a)(iii) of the Agreement, the Transaction will not violate Rule 13e-1 or Rule 13e-4 under the Exchange Act. 

 
 (iv) Prior to the Trade Date, Counterparty
shall deliver to BofA a resolution of Counterparty’s board of directors authorizing the Transaction and such other certificate or certificates as BofA shall reasonably request. Prior to any election by Counterparty to (x) make a cash
payment to BofA pursuant to the provisions opposite the caption “Counterparty Cash Settlement” above or (y) receive a Share delivery from BofA pursuant to the provisions opposite the caption “BofA Share Settlement” above,
Counterparty shall deliver to BofA a resolution of Counterparty’s board of directors authorizing such election (and related payment or receipt of delivery, as the case may be) and such other certificate or certificates as BofA shall reasonably
request. Counterparty has publicly disclosed on May 2, 2011 its intention to institute a program for the acquisition of Shares. 
  

(v) Counterparty is not entering into this Confirmation to create actual or apparent trading activity in the Shares (or
any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) or otherwise in violation of the Exchange Act, and will
not engage in any other securities or derivative transaction to such ends. 
  
 (vi) Counterparty is not, and after giving effect to 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. 
  

(vii) On the Trade Date, the Prepayment Date, the Initial Share Delivery Date and the Settlement Date, Counterparty is
not, or will not be, “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and Counterparty would be able to purchase the
Shares hereunder in compliance with the corporate laws of the jurisdiction of its incorporation. 
  

(viii) No state or local (including non-U.S. jurisdictions) law, rule, regulation or regulatory order applicable to the
Shares 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 BofA or its affiliates owning or holding (however
defined) Shares. 
  
 (ix)
Counterparty shall not declare or pay any Dividend (as defined above) to holders of record as of any date occurring prior to the Settlement Date. 
  

(x) Counterparty understands no obligations of BofA to it hereunder will be entitled to the benefit of deposit insurance
and that such obligations will not be guaranteed by any affiliate of BofA or any governmental agency. 
  

(b) Each of BofA and Counterparty agrees and represents that it is an “eligible contract participant” as defined
in Section 1a(18) of the U.S. Commodity Exchange Act, as amended. 
  
 (c) Counterparty acknowledges that the offer and sale of the Transaction to it is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) thereof. Accordingly,
Counterparty represents and warrants to BofA that (i) it has the financial ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment, (ii) it is an “accredited
investor” as that term is defined in Regulation D as promulgated under the Securities Act, (iii) it is entering into the Transaction for its own account and without a view to the distribution or resale thereof, and (iv) the
assignment, transfer or other disposition of the Transaction has not been and will not be registered under the Securities Act and is restricted under this Confirmation, the Securities Act and state securities laws. 

  
 11 









 (d) Counterparty agrees and acknowledges that BofA is a “financial
institution,” “swap participant” and “financial participant” within the meaning of Sections 101(22), 101(53C) and 101(22A) of the Bankruptcy Code. The parties hereto further agree and acknowledge that it is the intent of the
parties that (A) this Confirmation is (i) a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a
“termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “settlement payment,” within the meaning of Section 546 of the
Bankruptcy Code and (ii) a “swap agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination
value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “transfer,” as such term is defined in Section 101(54) of the Bankruptcy Code and a
“payment or other transfer of property” within the meaning of Sections 362 and 546 of the Bankruptcy Code, and (B) BofA is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(o), 546(e),
546(g), 548(d)(2), 555, 560 and 561 of the Bankruptcy Code. 
  
 8.
Agreements and Acknowledgements Regarding Hedging. 
  
 Counterparty acknowledges and agrees that: 
  

(a) During the Relevant Period, BofA 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) BofA 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) BofA shall make its own determination as to whether, when or in what manner any hedging or market activities in
Counterparty’s securities 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 Price and/or the VWAP Price; and 

 
 (d) Any market activities of BofA and its
Affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Settlement Price and/or the VWAP Price, each in a manner that may be adverse to Counterparty. 

 
 9. Special Provisions regarding Transaction Announcements. 

 
 (a) If a Transaction Announcement occurs on
or prior to the Settlement Date, then the Calculation Agent shall adjust the Discount in a commercially reasonable manner to take into account the occurrence of such Transaction Announcement and its impact on the Transaction. If a Transaction
Announcement occurs after the Trade Date but prior to the Scheduled Earliest Acceleration Date, the Scheduled Earliest Acceleration Date shall be adjusted to be the date of such Transaction Announcement. 

 
 (b) “Transaction
Announcement” means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding to enter into an
Acquisition Transaction, (iii) the announcement of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, or (iv) any other announcement that
in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction. For the avoidance of doubt, announcements as used in this definition of Transaction Announcement refer to any public announcement whether made by the
Issuer or a third party. 
  

“Acquisition Transaction” means (i) any Merger Event (and for purposes of this definition the
definition of Merger Event shall be read with the references therein to “100%” being replaced by “15%” and to “50%” by “75%” and as if the clause beginning immediately following the definition of Reverse
Merger therein to the end of such definition were deleted) or Tender Offer, or any other transaction involving the merger of Counterparty with or into any third party, (ii) the sale or transfer of all or substantially all of the assets of
Counterparty, (iii) a recapitalization, reclassification, binding 

  
 12 









 
share exchange or other similar transaction, (iv) any acquisition, lease, exchange, transfer, disposition (including by way of spin-off or distribution) of assets (including any capital
stock or other ownership interests in subsidiaries) or other similar event by Counterparty or any of its subsidiaries where the aggregate consideration transferable or receivable by or to Counterparty or its subsidiaries exceeds 15% of the market
capitalization of Counterparty and (v) any transaction in which Counterparty or its board of directors has a legal obligation to make a recommendation to its shareholders in respect of such transaction pursuant to Rule 14e-2 under the Exchange
Act. 
  
 10. Other Provisions. 

 
 (a) Alternative Calculations and Payment
on Early Termination and on Certain Extraordinary Events. If either party would owe the other party any amount pursuant to Section 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions or pursuant to Section 6(d)(ii) of the
Agreement (a “Payment Obligation”), Counterparty shall have the right, in its sole discretion, to satisfy or to require BofA to satisfy, as the case may be, any such Payment Obligation, in whole or in part, by the Share Termination
Alternative (as defined below) by giving irrevocable telephonic notice to BofA, confirmed in writing within one Scheduled Trading Day, no later than 9:30 A.M. New York City time on the Merger Date, Tender Offer Date, Announcement Date, Early
Termination Date or date of cancellation or termination in respect of an Extraordinary Event, as applicable (“Notice of Share Termination”); provided that if BofA would owe Counterparty the Payment Obligation and Counterparty
does not elect to require BofA to satisfy such Payment Obligation by the Share Termination Alternative in whole, BofA shall have the right, in its sole discretion, to elect to satisfy any portion of such Payment Obligation that Counterparty has not
so elected by the Share Termination Alternative, notwithstanding Counterparty’s failure to elect or election to the contrary; and provided further that Counterparty shall not have the right to so elect (but, for the avoidance of doubt,
BofA shall have the right to so elect) in the event of (i) an Insolvency, a Nationalization, a Merger Event or a Tender Offer, in each case, in which the consideration or proceeds to be paid to holders of Shares consists solely of cash or
(ii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party, which Event of Default or Termination Event resulted from an event or events within Counterparty’s
control. Upon such Notice of Share Termination, the following provisions shall apply on the Scheduled Trading Day immediately following the Merger Date, Tender Offer Date, Announcement Date, Early Termination Date or date of cancellation or
termination in respect of an Extraordinary Event, as applicable, with respect to the Payment Obligation or such portion of the Payment Obligation for which the Share Termination Alternative has been elected (the “Applicable
Portion”): 
  

			
	Share Termination Alternative:	  	Applicable and means, if delivery pursuant to the Share Termination Alternative is owed by BofA, that BofA shall deliver to Counterparty the Share Termination Delivery Property
on the date on which the Payment Obligation would otherwise be due pursuant to Section 12.2, 12.3, 12.6,
		  	12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) of the Agreement, as applicable, or such later date as the Calculation Agent may reasonably determine (the
“Share Termination Payment Date”), in satisfaction of the Payment Obligation or the Applicable Portion, as the case may be. If delivery pursuant to the Share Termination Alternative is owed by Counterparty, the “Net Share
Settlement Provisions” set forth in paragraphs 1 through 4 of Annex A shall apply as if such delivery were a settlement of the Transaction pursuant to Section 2, the Settlement Date were the Early Termination Date, the True-Up Amount were zero
(0) minus the Payment Obligation (or the Applicable Portion, as the case may be) owed by Counterparty, and “Shares” as used in Annex A were replaced by “Share Termination Delivery
Units.”


  
 13 










			
	Share Termination Delivery Property:	  	A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation (or the Applicable Portion, as the case may be) divided by
the Share Termination Unit Price. The Calculation Agent shall adjust the 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.
	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 and notified by the Calculation Agent to the parties at the time of notification of the Payment Obligation.
	Share Termination Delivery Unit:	  	In the case of a Termination Event, Event of Default, Delisting or Additional Disruption Event, one Share or, in the case of an Insolvency, Nationalization, Merger Event or
Tender Offer, one Share or a unit consisting of the number or amount of each type of 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 Insolvency, Nationalization, Merger Event or Tender Offer. If such Insolvency, Nationalization, Merger Event or Tender Offer involves a choice of consideration to be received by holders, such holder shall be deemed to have
elected to receive the maximum possible amount of cash.
	Failure to Deliver:	  	Applicable
	Other applicable provisions:	  	If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.10, 9.11 (except that the Representation and Agreement contained in Section 9.11 of
the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws arising as a result of the fact that Counterparty is the issuer of
the Shares or any portion of the Share Termination Delivery Units) and 9.12 of the Equity Definitions will be applicable as if “Physical Settlement” applied to the Transaction, except that all references to “Shares” shall be read
as references to “Share Termination Delivery Units”.

  
 (b) Equity
Rights. BofA acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior to the claims of common stockholders in the event of Counterparty’s bankruptcy. For the
avoidance of doubt, the parties agree that the preceding sentence shall not apply at any time other than during Counterparty’s bankruptcy to any claim arising as a result of a breach by Counterparty of any of its obligations under this
Confirmation or the Agreement. For the avoidance of doubt, the parties acknowledge that this Confirmation is not secured by any collateral that would otherwise secure the obligations of Counterparty herein under or pursuant to any other agreement.

  
 (c) Indemnification. In
the event that BofA or the Calculation Agent or any of their Affiliates becomes involved in any capacity in any action, proceeding or investigation brought by or against any person in connection with this Confirmation, Counterparty shall reimburse
BofA or the Calculation Agent or such Affiliate for its reasonable legal out-of-pocket expenses (including the cost of any investigation and preparation) incurred in connection therewith within 30 calendar days of receipt of notice of such expenses,
except if such action, proceeding or investigation is the result of the gross negligence, willful misconduct or bad faith of BofA, the Calculation Agent or any of their Affiliates. Counterparty shall indemnify and hold


  
 14 









 
BofA or the Calculation Agent or such Affiliate harmless against any losses, claims, damages or liabilities to which BofA or the Calculation Agent or such Affiliate may become subject in
connection with any such action, proceeding or investigation except if such action, proceeding or investigation is the result of the gross negligence, willful misconduct or bad faith of BofA, the Calculation Agent or any of their Affiliates. The
reimbursement and indemnity obligations of Counterparty under this Section 10(c) shall be in addition to any liability that Counterparty may otherwise have, shall extend upon the same terms and conditions to the partners, directors, officers,
agents, employees and controlling persons (if any), as the case may be, of BofA or the Calculation Agent and their Affiliates and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of
Counterparty, BofA or the Calculation Agent, any such Affiliate and any such person. Counterparty also agrees that neither BofA, the Calculation Agent nor any of such Affiliates, partners, directors, officers, agents, employees or controlling
persons shall have any liability to Counterparty for or in connection with any matter referred to in this Confirmation except to the extent that any losses, claims, damages, liabilities or expenses incurred by Counterparty result from the gross
negligence, willful misconduct or bad faith of BofA or the Calculation Agent or a breach by BofA or the Calculation Agent of any of its representations, warranties, agreements, covenants or obligations under this Confirmation or the Agreement. The
foregoing provisions shall survive any termination or completion of the Transaction. 
  

(d) Staggered Settlement. If BofA would owe Counterparty any Shares pursuant to the “Settlement Terms”
above, BofA may, if BofA determines it would be advisable to do so based upon the advice of counsel, by notice to Counterparty on or prior to the Settlement Date (a “Nominal Settlement Date”), elect to deliver the Shares deliverable
on such Nominal Settlement Date on two or more dates (each, a “Staggered Settlement Date”) or at two or more times on the Nominal Settlement Date as follows: (i) in such notice, BofA will specify to Counterparty the related
Staggered Settlement Dates (each of which will be on or prior to such Nominal Settlement Date) or delivery times and how it will allocate the Shares it is required to deliver under “Settlement Terms” above among the Staggered Settlement
Dates or delivery times; and (ii) the aggregate number of Shares that BofA will deliver to Counterparty hereunder on all such Staggered Settlement Dates and delivery times will equal the number of Shares that BofA would otherwise be required to
deliver on such Nominal Settlement Date. 
  
 (e) Adjustments. For the avoidance of doubt, whenever the Calculation Agent 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 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. 

 
 (f) Transfer and Assignment. BofA may
transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates without the consent of Counterparty. 

 
 (g) Amendments to Equity Definitions.
The following amendments shall be made to the Equity Definitions: 
  
 (i) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative effect on the theoretical value of the relevant Shares” and replacing them
with the words “an economic effect on the relevant Transaction”; 
  
 (ii) The first sentence of Section 11.2(c) of the Equity Definitions, prior to clause (A) thereof, is hereby amended to read as follows: ‘(c) If “Calculation Agent Adjustment” is
specified as the Method of Adjustment in the related Confirmation of a Share Option Transaction or Share Forward Transaction, then following the announcement or occurrence of any Potential Adjustment Event, the Calculation Agent will determine
whether such Potential Adjustment Event has an economic effect on the Transaction and, if so, will (i) make appropriate adjustment(s), if any, to any one or more of:’ and the portion of such sentence immediately preceding clause
(ii) thereof is hereby amended by deleting the words “diluting or concentrative” and the words “(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 such latter phrase with the words “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, stock loan rate or liquidity relative to
the relevant Shares)”; 

  
 15 









 (iii) Section 11.2(e)(v) of the Equity Definitions is hereby amended by
adding, immediately following the word “Shares”, the words “other than any purchase by Counterparty of Shares delivered by BofA pursuant to this Transaction, any acquisition of Shares by Counterparty under its employee benefit plans
or any acquisition of shares pursuant to stock repurchase plans publicly announced prior to the Trade Date”; for the avoidance of doubt, the issuance of stock options in the Shares or the planned repurchase of shares consistent with past
practice or as previously disclosed in reports filed with the U.S. Securities and Exchange Commission prior to the Trade Date shall not result in a Potential Adjustment Event. 

 
 (iv) Section 11.2(e)(vii) of the Equity
Definitions is hereby amended by deleting the words “diluting or concentrative effect on the theoretical value of the relevant Shares” and replacing them with the words “economic effect on the relevant Transaction”; 

 
 (v) 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) at BofA’s option, 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”; 
  
 (vi)
Section 12.9(b)(iv) of the Equity Definitions is hereby amended by (A) 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 (B) deleting the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the penultimate sentence; and 

 
 (vii) Section 12.9(b)(v) of the Equity
Definitions is hereby amended by (A) adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); and (B)(1) deleting subsection (C) in its entirety, (2) deleting
the word “or” immediately preceding subsection (C) and (3) replacing in the penultimate sentence the words “either party” with “the Hedging Party” and (4) deleting clause (X) in the final sentence.

  
 (h) Additional Termination
Event. It shall constitute an Additional Termination Event, with respect to which Counterparty shall be the sole Affected Party, the Transaction shall be the sole Affected Transaction and BofA shall be the party entitled to designate an Early
Termination Date, if Counterparty shall declare or pay any Dividend to holders of record on any date occurring prior to the Settlement Date. 
  

(i) No Netting and Set-off. Each party waives any and all rights it may have to set off obligations arising under
the Agreement and the Transaction against other obligations between the parties, whether arising under any other agreement, applicable law or otherwise. 
  

(j) Disclosure. Effective from the date of commencement of discussions concerning the Transaction, Counterparty 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 Counterparty relating to such tax treatment and tax structure. 
  

(k) Designation by BofA. Notwithstanding any other provision in this Confirmation to the contrary requiring or
allowing BofA to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, BofA (the “Designator”) may designate any of its Affiliates (the “Designee”) to deliver or take delivery,
as the case may be, and otherwise perform its obligations to deliver, if any, or take delivery of, as the case may be, any such Shares or other securities in respect of the Transaction, and the Designee may assume such obligations, if any. Such
designation shall not relieve the Designator of any of its obligations, if any, hereunder. Notwithstanding the previous sentence, if the Designee shall have performed the obligations, if any, of the Designator hereunder, then the Designator shall be
discharged of its obligations, if any, to Counterparty to the extent of such performance. 
  

(l) Termination Currency. The Termination Currency shall be USD. 

 
 (m) Waiver of Trial by Jury. EACH
OF COUNTERPARTY AND BOFA HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
TORT OR 

  
 16 









 
OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION OR THE ACTIONS OF BOFA OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF. 

 
 (n) Governing Law; Jurisdiction.
THIS CONFIRMATION AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS CONFIRMATION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF
THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO,
THESE COURTS. 

  
 17 









 Please confirm your agreement to be bound by the terms stated herein by executing the copy
of this Confirmation enclosed for that purpose and returning it to us by mail or facsimile transmission to the address for Notices indicated above. 

 

			
	Yours sincerely,
	
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Jake Mendelsohn

	Name:	 	Jake Mendelsohn
	Title:	 	Managing Director


  

			
	Confirmed as of the date first above written:
	
	CACI INTERNATIONAL INC
		
	By:	 	 /s/ Thomas A. Mutryn

	Name:	 	Thomas A. Mutryn
	Title:	 	EVP & CFO








 APPENDIX A 

 
 [CACI International Inc Letterhead] 

 
 Bank of America, N.A. 

c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated 
 Bank of America Tower at One Bryant Park 
 New York, New York 10036 

Attn: John Servidio 
  

	 	Re:	Issuer Forward Repurchase Transaction 

  

Ladies and Gentlemen: 
  

In connection with our entry into a confirmation between you and us dated as of August 24, 2011 (the
“Confirmation”), we hereby represent that set forth below is the total number of shares of our common stock purchased by or for us or any of our affiliated purchasers in Rule 10b-18 purchases of blocks pursuant to the once-a-week
block exception contained in Rule 10b-18(b)(4) (all defined in Rule 10b-18 under the Securities Exchange Act of 1934, as amended) during the four full calendar weeks immediately preceding the first day of the Relevant Period (as defined in the
Confirmation) and the week during which the first day of the Relevant Period occurs: 
  

									
	 	  	 Monday’s


Date
	  	 Friday’s


Date
	  	Share
Number	 
	 Week 4:
	  	July 25, 2011	  	July 29, 2011	  	 	0	  
	 Week 3:
	  	August 1, 2011	  	August 5, 2011	  	 	0	  
	 Week 2:
	  	August 8, 2011	  	August 12, 2011	  	 	0	  
	 Week 1:
	  	August 15, 2011	  	August 19, 2011	  	 	0	  
	 Current Week:
	  	August 22, 2011	  	August 26, 2011	  	 	0	  

  
 We understand that you will
use this information in calculating trading volume for purposes of Rule 10b-18. 
  

			
	Very truly yours,
	
	CACI INTERNATIONAL INC
		
	By:	 	 /s/ Spiro Fotopoulos

		 	Name: Spiro Fotopoulos
		 	Title: VP/Assistant Secretary









 ANNEX A 

 
 NET SHARE SETTLEMENT PROVISIONS 

 
 1. Net Share Settlement shall be made (i) by delivery on
the Settlement Date (such date, the “Net Share Settlement Date”) of a number of Shares (the “Restricted Payment Shares”) with a value equal to the absolute value of the True-Up Amount, with such Shares’ value
based on the realizable market value thereof to BofA (which value shall take into account an illiquidity discount resulting from the fact that the Restricted Payment Shares will not be registered for resale), as determined by the Calculation Agent
(the “Restricted Share Value”), and paragraph 2 of this Annex A shall apply to such Restricted Payment Shares, and (ii) by delivery of the Make-Whole Payment Shares as described in paragraph 3 below. 

 
 2. (a) All Restricted Payment Shares and Make-Whole
Payment Shares shall be delivered to BofA (or any affiliate of BofA designated by BofA) pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof. 

 
 (b) As of or prior to the date of delivery,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, BofA and any potential purchaser of any such Shares from BofA (or any affiliate of BofA designated by BofA) identified by BofA shall be afforded a commercially reasonable opportunity to
conduct a due diligence investigation with respect to Counterparty customary in scope for private placements of equity offerings of its size (including, without limitation, the right to have made available to them for inspection all financial and
other records, pertinent corporate documents and other information reasonably requested by them). 
  

(c) As of the date of delivery, Counterparty shall enter into an agreement (a “Private Placement
Agreement”) with BofA (or any affiliate of BofA designated by BofA) in connection with the private placement of such Shares by Counterparty to BofA (or any such affiliate) and the private resale of such Shares by BofA (or any such
affiliate), substantially similar to private placement purchase agreements customary in scope for private placements of equity offerings of its size, in form and substance commercially reasonably satisfactory to BofA, which Private Placement
Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements of its size relating to the indemnification of BofA and its affiliates, and shall provide for the payment
by Counterparty of all fees and expenses in connection with such resale, including all fees and expenses of counsel for BofA, and shall contain representations, warranties and agreements of Counterparty reasonably necessary or advisable to establish
and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales. 
  

(d) Counterparty shall not take or cause to be taken any action that would make unavailable either (i) the exemption
set forth in Section 4(2) of the Securities Act for the sale of any Restricted Payment Shares or Make-Whole Payment Shares by Counterparty to BofA or (ii) an exemption from the registration requirements of the Securities Act reasonably
acceptable to BofA for resales of Restricted Payment Shares and Make-Whole Payment Shares by the BofA (or an affiliate of BofA). 
  

(e) Counterparty expressly agrees and acknowledges that the public disclosure of all material information relating to
Counterparty is within Counterparty’s control. 
  

3. If Restricted Payment Shares are delivered in accordance with paragraph 2 above, on the Settlement Date, a balance (the
“Settlement Balance”) shall be established with an initial balance equal to the absolute value of the True-Up Amount. Following the delivery of Restricted Payment Shares or any Make-Whole Payment Shares, BofA shall sell all such
Restricted Payment Shares or Make-Whole Payment Shares in a commercially reasonable manner. At the end of each Exchange Business Day upon which sales have been made, the Settlement Balance shall be reduced by an amount equal to the aggregate
proceeds received by BofA or its affiliate upon the sale of such Restricted Payment Shares or Make-Whole Payment Shares, less a customary and commercially reasonable private placement fee for private placements of common stock by similar issuers of
similar size. If, on any Exchange Business Day, all Restricted Payment Shares and Make-Whole Payment Shares have been sold 

  
 A-1









 
and the Settlement Balance has not been reduced to zero, Counterparty shall, have the option to (i) deliver to BofA or as directed by BofA one Settlement Cycle following such Exchange
Business Day an additional number of Shares (the “Make-Whole Payment Shares” and, together with the Restricted Payment Shares, the “Payment Shares”) equal to (x) the Settlement Balance as of such Exchange
Business Day divided by (y) the Restricted Share Value of the Make-Whole Payment Shares as of such Exchange Business Day or (ii) promptly deliver to BofA cash in an amount equal to the then remaining Settlement Balance. This
provision shall be applied successively until either the Settlement Balance is reduced to zero or the aggregate number of Restricted Payment Shares and Make-Whole Payment Shares equals the Maximum Deliverable Number. If on any Exchange Business Day,
Restricted Payment Shares and Make-Whole Payment Shares remain unsold and the Settlement Balance has been reduced to zero, BofA shall promptly return such unsold Restricted Payment Shares or Make-Whole Payment Shares. 

 
 4. Notwithstanding the foregoing, in no event shall
Counterparty be required to deliver more than the Maximum Deliverable Number of Shares hereunder. “Maximum Deliverable Number” means the number of Shares set forth as such in Annex B to this Confirmation. Counterparty represents and
warrants to BofA (which representation and warranty shall be deemed to be repeated on each day from the date hereof to the date on which resale of such Payment Shares is completed (the “Final Resale Date”)) that the Maximum
Deliverable Number is equal to or less than the number of authorized but unissued Shares of Counterparty that are not reserved for future issuance in connection with transactions in such Shares (other than the transactions under this Confirmation)
on the date of the determination of the Maximum Deliverable Number (such Shares, the “Available Shares”). In the event Counterparty shall not have delivered the full number of Shares otherwise deliverable as a result of this
paragraph 4 (the resulting deficit, the “Deficit Shares”), Counterparty shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, Shares
when, and to the extent that, (i) Shares are repurchased, acquired or otherwise received by Counterparty or any of its subsidiaries after the date hereof (whether or not in exchange for cash, fair value or any other consideration),
(ii) authorized and unissued Shares reserved for issuance in respect of other transactions prior to such date which prior to the relevant date become no longer so reserved or (iii) Counterparty additionally authorizes any unissued Shares
that are not reserved for other transactions. Counterparty shall immediately notify BofA of the occurrence of any of the foregoing events (including the number of Shares subject to clause (i), (ii) or (iii) and the corresponding number of
Shares to be delivered) and promptly deliver such Shares thereafter. 

  
 A-2









 ANNEX B 

 

			
	 Prepayment Amount:
	  	An amount equal to the product of the Initial Shares and the Initial Price.
		
	 Prepayment Date:
	  	August 29, 2011 (or if such date is not an Exchange Business Day, the next following Exchange Business Day).
		
	 Initial Averaging Date:
	  	August 25, 2011.
		
	 Scheduled Final Averaging Date:
	  	July 25, 2012 (or if such date is not an Exchange Business Day, the next following Exchange Business Day).
		
	 Scheduled Earliest Acceleration Date:
	  	January 31, 2012 (or if such date is not an Exchange Business Day, the next following Exchange Business Day).
		
	 Initial Shares:
	  	4,000,000 Shares
		
	 Initial Share Delivery Date:
	  	August 29, 2011.
		
	 Initial Price:
	  	The closing price of the Shares on the Exchange Business Day immediately preceding the Prepayment Date.
		
	 Discount:
	  	USD 0.1225
		
	 Maximum Stock Loan Rate:
	  	50 basis points
		
	 Initial Stock Loan Rate:
	  	25 basis points
		
	 Maximum Deliverable Number:
	  	8,000,000 Shares


  
 B-1