Exhibit 10.5


 


 


 


JPMorgan Chase Bank, National Association


London Branch

25 Bank Street

Canary Wharf

London E14 5JP

England


 


November 10, 2015


 


	To:	Aceto Corporation
	 	4 Tri Harbor Court
	 	Port Washington, NY 11050
	 	Attention:	Steven S. Rogers
	 	 	Senior VP & General Counsel
	 	Telephone No.:	(516) 478-9514


 


		Re:	Base Warrants



 


The purpose of this letter
agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Aceto Corporation
(“Company”) to JPMorgan Chase Bank, National Association, London Branch (“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
2002 ISDA 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 that 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.


 


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:	November 10, 2015
	 	 
	Effective Date:	Trade 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 “ACET”)
	 	 
	Number of Warrants:	2,258,018.  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 44.7125.
	 	 
	 	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 25.53, 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 7,140,000
	 	 
	Premium Payment Date:	November 16, 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 120th 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, in good faith and in a commercially reasonable manner, 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 its good faith, commercially reasonable estimate of the fair 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 good faith and commercially reasonable means.


 




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	First Expiration Date:	February 1, 2021 (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 good faith, 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 ACET <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 (acting in good faith and in a commercially reasonable manner)).  Notwithstanding the foregoing, if (i) any Expiration Date is a Disrupted Day and (ii) the Calculation Agent determines (acting in good faith and in a commercially reasonable manner) 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 (acting in good faith and in a commercially reasonable manner) 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 (acting in good faith and in a commercially reasonable manner) 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.  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 that also becomes Company under the Transaction following such Merger Event or Tender Offer”.
	 	 
	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) the word “shall” in the second line shall be replaced with “may” and the fifth and sixth lines shall be deleted in their entirety and replaced with the words “effect on the Warrants of such Announcement Event solely to account for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or the Warrants”, and (z) for the avoidance of doubt, the Calculation Agent (acting in good faith and in a commercially reasonable manner) may determine whether the relevant Announcement Event has had a material effect on the Transaction (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.  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:	(i) The public announcement by any entity of (x) any transaction or event
    that, if completed, would constitute a Merger Event or Tender Offer, (y) any potential acquisition by Issuer and/or its
    subsidiaries where the aggregate consideration exceeds 15% of the market capitalization of Issuer as of the date of such
    announcement (an “Acquisition Transaction”) or (z) the intention to enter into a Merger Event or Tender
    Offer or an Acquisition Transaction, (ii) the public announcement by Issuer of an intention to solicit or enter into, or to
    explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender Offer or an
    Acquisition Transaction 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 (acting in good faith and in a commercially reasonable manner).  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-	 



     


    

 


	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.
	 	 
	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


 




    	 	-7-	 



     


    

 


	 	(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 a portion of the Transaction affected by such Hedging Disruption”.


 


	Increased Cost of Hedging:	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 November 1, 2020 and 25 basis points thereafter.
	 	 
	Hedging Party:	For all applicable Additional Disruption Events, Dealer.
	 	 
	Determining Party:	For all applicable Extraordinary Events, Dealer.
	 	 
	Non-Reliance:	Applicable
	 	 
	Agreements and Acknowledgments	 
	Regarding Hedging Activities:	Applicable
	 	 
	Additional Acknowledgments:	Applicable


 


	4.	Calculation Agent.	Dealer, whose judgments, determinations and calculations shall be made in good faith and in a commercially reasonable manner. Following any determination or calculation by the Calculation Agent hereunder, upon a request by Company, the Calculation Agent shall promptly (but in any event within five Scheduled Trading Days) provide to Company by e-mail to the e-mail address provided by Company in such request a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such determination or calculation (including 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 other proprietary or confidential information used by it for such determination or calculation.  If promptly following such written explanation Company so requests, the Calculation Agent shall, to the extent permitted by applicable legal, regulatory or self-regulatory requirements and related policies and procedures applicable to the Calculation Agent (as reasonably determined by the Calculation Agent), discuss the related judgment, determination or calculation with Company in good faith; provided that, for the avoidance of doubt and notwithstanding the obligation of the Calculation Agent to discuss a judgment, determination or calculation with Company as set forth in this paragraph, any such judgment, determination or calculation by the Calculation Agent shall be final and conclusive.


 




    	 	-8-	 



     


    

 


	 	 	Whenever the Calculation Agent is called upon to make a judgment, determination or calculation pursuant to the terms of this Confirmation or the Equity 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.


 


		5.	Account Details.



 


		(a)	Account for payments to Company:



 


	Bank:	JPMorgan Chase Bank, N.A.
	ABA#:	021000021
	Acct No.:	777-178648
	Beneficiary:	Aceto Corporation
	Ref:	Warrant Transaction


 


Account for delivery of Shares from Company:


 


To be provided by Company.


 


		(b)	Account for payments to Dealer:



 


	Bank:	JPMorgan Chase Bank, N.A.
	ABA#:	021000021
	Acct No.:	099997979
	Beneficiary:	JPMorgan Chase Bank, N.A. New York
	Ref:	Derivatives


 


Account for delivery of Shares to Dealer:


 


DTC 0060


 


		6.	Offices.



 


		(a)	The Office of Company for the Transaction is: Inapplicable, Company is not a Multibranch Party.



 


		(b)	The Office of Dealer for the Transaction is: London



 


JPMorgan Chase Bank, National Association


London Branch


25 Bank Street


Canary Wharf


London E14 5JP


 


		7.	Notices.



 


		(a)	Address for notices or communications to Company:



 


Aceto Corporation


4 Tri Harbor Court


Port Washington, NY 11050


	Attention:	Steven S. Rogers
	 	Senior VP & General Counsel
	Telephone No.:	(516) 478-9514
	E-mail:	SRogers@aceto.com


 


		(b)	Address for notices or communications to Dealer:



 




    	 	-9-	 



     


    

 


JPMorgan Chase Bank, National Association


EDG Marketing Support


	Email:	edg_notices@jpmorgan.com 
	 	edg.us.flow.corporates.mo@jpmorgan.com 
	Facsimile No:  	1-866-886-4506


 


With a copy to:


 


	Attention:	Tim Oeljeschlager
	Title:	Vice President
	Telephone No:	(212) 622-5603
	Email:	tim.oeljeschlager@jpmorgan.com


 


		8.	Representations and Warranties of Company.



 


Each of the representations and warranties
of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of November
10, 2015, among Company, Wells Fargo Securities, LLC and J.P. Morgan Securities 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, in possession of any material non-public
information with respect to Company or the Shares.



 


		(h)	No state or local (including any non-U.S. jurisdiction’s) 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 Dealer or its affiliates owning or
holding (however defined) Shares.



 


		(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
Effective Date, with respect to the matters set forth in Sections 8(a) through (d) of this Confirmation. 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 28.0 million (in the case of the first such notice) or (ii) thereafter more than 1.4 million less
                                                               than the number of Shares included in the immediately preceding 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 reasonable 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, solely 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 (each as reasonably documented to Company) incurred in
                                                               connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of
                                                               the foregoing. 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, and Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified
                                                               Person to represent the Indemnified Person and any others Company may designate in such proceeding and shall pay the fees and
                                                               expenses of such counsel related to such proceeding. 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 reasonable 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 may transfer or assign all or a portion of its rights
and obligations under the Transaction; provided, however, that (i) Company will not, as a result of such transfer
or assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater
than an amount Company would have been required to pay to Dealer in the absence of such transfer or assignment, (ii) such transfer
or assignment shall only be to a person that is a United States person (as defined for purposes of Section 7701(a)(30) of the Code),
(iii) an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer or assignment
and (iv) without limiting the generality of clause (ii), Dealer shall cause the transferee or assignee to make such Payee Tax Representations
and to provide such tax documentation as may be reasonably requested by Company to permit Company to determine that the results
described in clauses (i) and (iii) will not occur upon or after such transfer and assignment. If at any time at which (A) the Section
16 Percentage exceeds 7.5%, (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 any
of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership”
test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of
which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section
13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under
Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B)
the denominator of which is the number of Shares outstanding on such day. 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. Without limitation of the restrictions on transfers and assignments set forth in the
first sentence of this Section 9(e), 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, (i) an ex-dividend date for a cash dividend occurs with respect to the Shares (an “Ex-Dividend
Date”), and that dividend differs from the Regular Dividend on a per Share basis or (ii) if no Ex-Dividend Date for a
cash dividend occurs with respect to the Shares in any quarterly dividend period of Company, then the Calculation Agent will (acting
in good faith and in a commercially reasonable manner) 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 to Dealer after taking into account such dividend or lack thereof. “Regular Dividend” shall mean for
any calendar quarter, USD 0.06 for the first regular cash dividend or distribution on the Shares for which the Ex-Dividend Date
falls within such calendar quarter, and zero for any other dividend or distribution on the Shares for which the Ex-Dividend Date
falls within the same calendar quarter.



 


		(g)	Role of Agent.  Each party agrees and acknowledges that (i) J.P. Morgan Securities
LLC, an affiliate of Dealer (“JPMS”), has acted solely as agent and not as principal with respect to the Transaction
and (ii) JPMS has no obligation or liability, by way of guaranty, endorsement or otherwise, in any manner in respect of the Transaction
(including, if applicable, in respect of the settlement thereof). Each party agrees it will look solely to the other party (or
any guarantor in respect thereof) for performance of such other party’s obligations under the Transaction.



 


		(h)	Additional Provisions.



 


		(i)	Amendments to the Equity Definitions:



 


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



 






    	 	-13-	 



     


    

 


		(B)	Section 11.2(c) of the Equity Definitions is hereby amended by (w) replacing the words “a
diluting or concentrative” with “an” 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 word “a material”; and adding the phrase “or Warrants”
at the end of the sentence.



 


		(D)	Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth
line thereof the word “or” after the word “official” and inserting a comma therefor, and (2) deleting the
semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) the occurrence of any
of the events specified in Section 5(a)(vii) (1) through (9) of the ISDA Master Agreement with respect to that Issuer.”



 


		(E)	Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:



 


		(x)	deleting (1) subsection (A) in its entirety, (2) the phrase “or (B)” following subsection
(A) and (3) the phrase “in each case” in subsection (B); and



 


		(y)	replacing the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares”
with the phrase “such Lending Party does not lend Shares” in the penultimate sentence.



 


		(F)	Section 12.9(b)(v) of the Equity Definitions is hereby amended by:



 


		(x)	adding the word “or” immediately before subsection “(B)” and deleting the
comma at the end of subsection (A); and



 


		(y)	(1) deleting subsection (C) in its entirety, (2) deleting the word “or” immediately
preceding subsection (C), (3) deleting the penultimate sentence in its entirety and replacing it with the sentence “The Hedging
Party will determine the Cancellation Amount payable by one party to the other.” and (4) deleting clause (X) in the
final sentence.



 


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



 


		(A)	A “person” or “group” within the meaning of Section 13(d) of the Exchange
Act, other than Company, its wholly owned subsidiaries and its and their employee benefit plans, 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.



 




    	 	-14-	 



     


    

  


		(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 clause (A) above or 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, 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.



 


		(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 an aggregate amount greater than $5,000,000 (or its foreign currency equivalent
at the time), whether such indebtedness exists as of the date hereof 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 indebtedness when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or
otherwise; if such default is not cured or waived, or such acceleration
is not rescinded, within 30 days, after written notice to Company by Dealer.



 


		(D)	A final judgment for the payment, in the aggregate, of $5,000,000 (or its foreign currency equivalent
at the time) or more (excluding any amounts covered by insurance or bond) rendered against Company or any of its subsidiaries by
a court of competent jurisdiction, which judgment or judgments are not discharged, stayed, vacated, paid or otherwise satisfied
within 60 days after (I) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (II) the
date on which all rights to appeal have been extinguished.



 


		(E)	Dealer, despite using commercially reasonable efforts, is unable or reasonably determines that
it is impractical or illegal, to hedge its exposure with respect to the Transaction 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).



 


		(F)	On any day during the period from and including the Trade Date, to and including the final Expiration
Date, (I) the Notional Unwind Shares (as defined below) as of such day exceeds a number of Shares equal to 75% of the Maximum Number
of Shares, or (II) Company makes a public announcement of any transaction or event that, in the reasonable opinion of Dealer would,
upon consummation of such transaction or upon the occurrence of such event, as applicable, and after giving effect to any applicable
adjustments hereunder, cause the Notional
Unwind Shares immediately following the consummation of such transaction or the occurrence of such event to exceed a number of
Shares equal to 75% of the Maximum Number of Shares. The “Notional Unwind Shares” as of any day is a number
of Shares equal to (1) the amount that would be payable pursuant to Section 6 of the Agreement (determined as of such day as if
an Early Termination Date had been designated in respect of the Transaction and as if the Company were the sole Affected Party
and the Transaction were the sole Affected Transaction), divided by (2) the Settlement Price (determined as if such day
were a Valuation Date).



 




    	 	-15-	 



     


    

  


		(iii)	Tax Provisions:



 


		(A)	Dealer will be treated as having made the following representations for purposes of Section 3(f)
of the Agreement:



 


		(1)	Dealer is a “United States person” as such term is defined for purposes of Section 7701(a)(30) of the Internal
Revenue Code.



 


		(2)	Dealer is the beneficial owner for U.S. federal income tax purposes of the rights and obligations specified for “Dealer”
or “Buyer” under this Confirmation.



 


		(B)	Dealer will be treated as having made the following covenant in connection with Section 4(a)(i)
of the Agreement:



 


Dealer will deliver to Company, promptly upon execution
of this Confirmation and thereafter at such times as reasonably requested by Company and as required to ensure that Company has,
throughout the term of the Transaction, a valid such form from Dealer, a properly completed and executed Internal Revenue Service
Form W-9 (or applicable successor form).


 


		(C)	Section 871(m). The Agreement shall be treated as having the following modifications:



 


		(1)	The following terms are added to Section 14 (Definitions) of the Agreement:



 


“Code”
means the United States Internal Revenue Code of 1986, as amended.


 


“Dividend Equivalent Tax”
means any tax, including withholding tax, imposed on amounts treated as dividends from sources within the United States under Section
871(m) or the Treasury Regulations thereunder.


 


“Section 871(m)”
means (i) Section 871(1) of the Code (as added by United States P.L. 111-147) before it is re-designated as Section 871(m) of the
Code by United States P.L. 111-226, (ii) Section 871(m) of the Code after Section 871(1) of the Code (as added by United States
P.L. 111-147) is re-designated as Section 871(m) of the Code by United States P.L. 111-226 and (iii) any successor Code provision.


 


		(2)	The following is added to the end of the definition of “Indemnifiable Tax” in Section 14 (Definitions) of the Agreement:



 


“Indemnifiable Tax” shall not include any Dividend
Equivalent Tax.”


 






    	 	-16-	 



     


    




 


		(D)	FATCA. “Indemnifiable Tax” as defined in Section 14 of the Agreement shall not
include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the Code, any current or
future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code,
or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in
connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance
of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes
of Section 2(d) of the Agreement.



  


		(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.



 





	 	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.







 




    	 	-17-	 



     


    

  





	 	
        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 to Dealer 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 good faith 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.







 




    	 	-18-	 



     


    

 





	 	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.










 


		(ii)	Notwithstanding anything to the contrary in this Confirmation, any Payment Obligation under this
Confirmation shall, for all purposes, be calculated as if the Maximum Number of Shares were equal to two times the Number of Shares,
but any deliveries under Section 9(j)(i) shall be limited to the Maximum Number of Shares as defined in Section 9(p)(i) hereof.



 


		(k)	Registration/Private Placement Procedures. If, in the reasonable opinion of Dealer,
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, 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.



 






    	 	-19-	 



     


    

 





		(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), opinions and certificates,
and such other documentation as is customary for private placement agreements, 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. 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, underwriting discounts
(if applicable), 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 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.



 






    	 	-20-	 



     


    

 


		(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 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 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 7.5%, 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 7.5%, 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 7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit.



 


		(m)	Share Deliveries. Notwithstanding anything to the contrary herein, Company agrees
that any delivery of Shares or Share Termination Delivery Property shall be effected by book-entry transfer through the facilities
of DTC, or any successor depositary, if at the time of delivery, such class of Shares or class of Share Termination Delivery Property
is in book-entry form at DTC or such successor depositary.



 


		(n)	Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable
law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to the Transaction. Each party
(i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other
party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges
that it and the other party have been induced to enter into the Transaction, as applicable, by, among other things, the mutual
waivers and certifications provided herein.



 


		(o)	Tax Disclosure. Effective from the date of commencement of discussions concerning
the Transaction, Company and each of its employees, representatives, or other agents may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including opinions
or other tax analyses) that are provided to Company relating to such tax treatment and tax structure.



 






    	 	-21-	 



     


    

 


		(p)	Maximum Share Delivery.



 


		(i)	Notwithstanding any other provision
of this Confirmation, the Agreement or the Equity Definitions, in no event will Company at any time be required to deliver a number
of Shares greater than 1,812,408 Shares (the “Maximum
Number of Shares”) to Dealer in connection with the Transaction, subject to the provisions regarding Deficit Shares in
Section 9(p)(ii).



  


		(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.



 


		(iii)	Company shall be continually obligated, at all times and from time to time, to reserve for issuance
pursuant to the Transaction, and submit an application for the listing on the Exchange for, Shares 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) or (B) authorized and unissued Shares previously reserved for
issuance in respect of other transactions become no longer so reserved, until the Maximum Number of Shares is equal to two times
the Number of Shares (“Additional Reserved Shares”). Company shall promptly notify Dealer of any Additional
Reserved Shares hereunder. The “Maximum Number of Shares” shall be deemed increased by any such Additional Reserved
Shares until the Maximum Number of Shares is equal to two times the Number of Shares. If the “Maximum Number of Shares”
is deemed increased to two times the Number of Shares pursuant to this Section 9(p)(iii), then the Additional Termination Event
set forth in Section ‎9(h)(ii)(F) and the covenant set forth in Section 9(q) shall no longer be applicable.



 


		(q)	Shareholder Approval. Company shall use its reasonable best efforts to seek approval
from its shareholders to increase the number of its authorized but unissued Shares that are not reserved for other transactions
to provide for the issuance pursuant to the Transaction of a number of Shares equal to two times the Number of Shares. If Company
succeeds in obtaining such approval, Company shall reserve such Shares for issuance pursuant to the Transaction and shall submit
an application for the listing of such additional Shares on the Exchange and, without any further action by either party, (i) the
“Maximum Number of Shares” shall be deemed equal to a number of Shares equal to two times the Number of Shares and
(ii) the Additional Termination Event set forth in Section 9(h)(ii)(F) shall no longer be applicable.



 


		(r)	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 (acting in good faith and in a commercially reasonable manner) make appropriate adjustments to the Daily Number of
Warrants with respect to one or more Expiration Dates) if Dealer determines, in its commercially reasonable judgment, that such
extension is reasonably necessary or appropriate to preserve Dealer’s hedging or hedge unwind activity hereunder in light
of existing liquidity conditions or to enable Dealer to effect purchases of Shares in connection with its 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.



 






    	 	-22-	 



     


    

  


		(s)	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.



 


		(t)	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.



 


		(u)	Wall Street Transparency and Accountability Act. In connection with Section 739 of
the Wall Street Transparency and Accountability Act of 2010 (“SWATI”), the parties hereby agree that neither
the enactment of SWATI 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)).



 


		(v)	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.



 


		(w)	Early Unwind. In the event the sale of the “Firm Notes” (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; provided that Company shall purchase from Dealer on
the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the
then prevailing market price. Each of Dealer and Company represents and acknowledges to the other that, subject to the proviso
included in this Section 9(w), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and
finally discharged.



 






    	 	-23-	 



     


    

 


		(x)	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.



 


		(y)	Listing of Warrant Shares. Company shall have submitted an application for the listing
of the Warrant Shares on the Exchange, and such application and listing shall have been approved by the Exchange, subject only
to official notice of issuance, in each case, on or prior to the Premium Payment Date. Company agrees and acknowledges that such
submission and approval 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.



 




    	 	-24-	 



     


    

 


 


 


Please confirm that the
foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to J.P. Morgan Securities
LLC, 383 Madison Ave, New York, NY 10179, and by email to EDG_Notices@jpmorgan.com and edg.us.flow.corporates.mo@jpmorgan.com.


 


Very truly yours,


 


	 	J.P. MORGAN SECURITIES LLC, as Agent for JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
	 	 
	 	By:	/s/ Tim Oeljeschlager
	 	Authorized Signatory
	 	Name:	Tim Oeljeschlager


 


Accepted and confirmed

as of the Trade Date:


 


	ACETO CORPORATION
	 
	By:	/s/ Salvatore Guccione	 
	Authorized Signatory
	Name:       Salvatore Guccione