EX-10.3



 Exhibit 10.3 

Execution Version 

Jefferies International Limited 
 Vintners Place 

68 Upper Thames Street 
 London EC4V 3BJ 

England 
  

			
	DATE:	  	August 19, 2014
		
	TO:	  	Aegerion Pharmaceuticals, Inc.
		  	101 Main Street, Suite 1850
		  	Cambridge, Massachusetts 02142
		
	FROM:	  	Jefferies International Limited c/o Jefferies LLC as agent
		
	SUBJECT:	  	Additional Issuer Warrant Transaction
		
	REF NO.:	  	OTC-US-31725-A

 The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the
above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between Jefferies International Limited (“Dealer”) and Aegerion Pharmaceuticals, Inc.
(“Issuer”). This communication constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. 
  

 
 Jefferies LLC (“Agent”) is
acting as agent for Dealer but does not guarantee the performance of Dealer. (i) Neither Dealer nor Issuer shall contact the other with respect to any matter relating to the Transaction without the direct involvement of Agent; (ii) Agent,
Dealer and Issuer each hereby acknowledges that any transactions by Dealer or Agent with respect to Shares will be undertaken by Dealer as principal for its own account; and (iii) all of the actions to be taken by Dealer and Agent in connection
with the Transaction shall be taken by Dealer or Agent independently and without any advance or subsequent consultation with Issuer. For the avoidance of doubt, any performance by Dealer of its obligations hereunder solely to Agent shall not relieve
Dealer of such obligations. Any performance by Issuer of its obligations (including notice obligations) through or by means of Agent’s agency for Dealer shall constitute good performance of Issuer’s obligations hereunder to Dealer.

  
  

1. This Confirmation is subject to, and incorporates, the definitions and provisions of the 2000 ISDA Definitions (including the Annex
thereto) (the “2000 Definitions”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the 2000 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 2000 Definitions and the Equity Definitions, the Equity
Definitions will govern. For purposes of the Equity Definitions, each reference herein to a Warrant shall be deemed to be a reference to a Call Option or an Option, as context requires. 

This Confirmation evidences a complete and binding agreement between Dealer and Issuer 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 as if Dealer and Issuer had executed an agreement in such form (without any Schedule except for
(i) the election of US Dollars (“USD”) as the Termination Currency and (ii) the election that the “Cross Default” provisions of Section 5(a)(vi) shall apply to Issuer with a “Threshold Amount” of
USD15,000,000). For the avoidance of doubt, the Transaction shall be the only transaction under the Agreement. The parties acknowledge that the Transaction to which this Confirmation relates is not governed by, and shall not be treated as a
transaction under, any other ISDA Master Agreement entered into between the parties from time to time. 
 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, and in the event of any inconsistency between either the Definitions or this Confirmation and the Agreement, the Definitions or this Confirmation, as
the case may be, shall govern. For the avoidance of doubt, except to the extent of an express conflict, the application of any provision of this Confirmation, the Definitions or the Agreement, shall not be construed to exclude or limit the
application of any other provision of this Confirmation, the Definitions or 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:	  	
		
	Trade Date:	  	August 19, 2014
		
	Effective Date:	  	August 21, 2014, or such other date as agreed between the parties, subject to Section 8(v) below
		
	Components:	  	The Transaction will be divided into individual Components, each with the terms set forth in this Confirmation, and, in particular, with the Number of Warrants and Expiration Date set forth in this Confirmation. The payments and
deliveries to be made upon settlement of the Transaction will be determined separately for each Component as if each Component were a separate Transaction under the Agreement.
		
	Warrant Style:	  	European
		
	Warrant Type:	  	Call
		
	Seller:	  	Issuer
		
	Buyer:	  	Dealer
		
	Shares:	  	The common stock of Issuer, par value USD0.001 per share (Ticker Symbol: “AEGR”).
		
	Number of Warrants:	  	For each Component, as provided in Annex A to this Confirmation. 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:	  	USD53.375
		
		  	Notwithstanding anything to the contrary in the Agreement, this Confirmation or the 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 USD30.43, except for any adjustment in connection with stock splits or similar changes to Issuer’s capitalization.


  
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	Premium:	  	USD2,794,500
		
	  Premium Payment Date:	  	The Effective Date
		
	  Exchange:	  	The NASDAQ Global Select Market
		
	  Related Exchanges:	  	All Exchanges
		
	  Procedures for Exercise:	  	
		
	 In respect of any Component:
	  	
		
	  Expiration Date:	  	As provided in Annex A to this Confirmation (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day that is not already an Expiration Date for another Component); provided that if
that date is a Disrupted Day, the Expiration Date for such Component shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day and is not or is not deemed to be an Expiration Date in respect of any other Component of the
Transaction hereunder; and provided further that if the Expiration Date has not occurred pursuant to the preceding proviso as of the Final Disruption Date, Dealer may elect in its discretion that the Final Disruption Date shall be the
Expiration Date (irrespective of whether such date is an Expiration Date in respect of any other Component for the Transaction) and, notwithstanding anything to the contrary in this Confirmation or the Definitions, the Relevant Price for such
Expiration Date shall be the prevailing market value per Share determined by the Calculation Agent in a commercially reasonable manner. “Final Disruption Date” means the eighth Scheduled Trading Day following the Expiration Date for
the Component with the latest Expiration Date, determined without regard to the provisos to the preceding sentence. Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any
Expiration Date, the Calculation Agent may determine that such Expiration Date is a Disrupted Day only in part, in which case (i) the Calculation Agent shall make adjustments to the Number of Warrants for the relevant Component for which such day
shall be the Expiration Date and shall designate the Scheduled Trading Day determined in the manner described in the immediately preceding sentence as the Expiration Date for the remaining Warrants for such Component, and (ii) the VWAP Price for
such Disrupted Day shall be determined by the Calculation Agent based on transactions in the Shares on such Disrupted Day taking into account the nature and duration of such Market Disruption Event on such day. Any Scheduled Trading 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 a Scheduled Trading Day; if a closure of the Exchange prior to its normal close of trading on any Scheduled Trading Day is
scheduled following the date hereof, then such Scheduled Trading Day shall be deemed to be a Disrupted Day in full. Section 6.6 of the Equity Definitions shall not apply to any Valuation Date occurring on an Expiration
Date.


  
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	  Automatic Exercise:	  	Applicable; and means that the Number of Warrants for each Component will be deemed to be automatically exercised at the Expiration Time on the Expiration Date for such Component unless Dealer notifies Seller (by telephone or in
writing) prior to the Expiration Time on the Expiration Date that it does not wish Automatic Exercise to occur, in which case Automatic Exercise will not apply.
		
	  Market Disruption Event:	  	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 Dealer, in good faith and a commercially reasonable manner, determines makes it appropriate with regard to any legal, regulatory or self-regulatory requirements or related policies and procedures, for Dealer to
refrain from or decrease any market activity in order to maintain or unwind a commercially reasonable hedge position in connection with the Transaction. Dealer shall notify Issuer as soon as reasonably practicable that a Regulatory Disruption has
occurred and the Expiration Dates affected by it.
		
	  Settlement Terms:	  	
		
	 In respect of any Component:
	  	
		
	  Settlement Currency:	  	USD
		
	  Net Share Settlement:	  	In lieu of the obligations set forth in Sections 8.1 and 9.1 of the Equity Definitions, for each Component, Issuer shall deliver to Dealer on the relevant Settlement Date a number of Shares equal to the Number of Shares to be
Delivered for such Component to the account specified by Dealer and cash in lieu of any fractional Share valued at the Relevant Price on the Valuation Date corresponding to such Settlement Date, subject to the provisions set forth under
“Registration/Private Placement Procedures” below.
		
	  Number of Shares to be Delivered:	  	In respect of any Exercise Date, the product of (i) the number of Warrants exercised or deemed exercised on such Exercise Date, (ii) the Warrant Entitlement and (iii) (A) the excess, if any, of the VWAP Price on the Valuation Date
occurring on such Exercise Date over the Strike Price divided by (B) such VWAP Price.


  
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		  	The Number of Shares to be Delivered shall be delivered by Issuer to Dealer no later than 5:00 P.M. (local time in New York City) on the relevant Settlement Date.
		
	  VWAP Price:	  	For any Valuation Date, the volume weighted average price per Share for such Valuation Date based on transactions executed during such Valuation Date, as reported on Bloomberg Page “AEGR <Equity> AQR” (or any
successor thereto) or, if such price is not so reported or is manifestly incorrect, as determined by the Calculation Agent using a volume weighted method.
		
	  Other Applicable Provisions:	  	The provisions of Sections 9.1(c), 9.8, 9.9, 9.11 (except that, with respect to any Private Placement Settlement, 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 Seller 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:	  	
		
	 In respect of any Component:
	  	
		
	Method of Adjustment:	  	Calculation Agent Adjustment
		
	Extraordinary Dividend:	  	Any Dividend that has an ex-dividend date occurring on or after the Trade Date and on or prior to the date on which Issuer satisfies all of its delivery obligations hereunder.
		
	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).
		
	Extraordinary Events:	  	
		
	New Shares:	  	In the definition of New Shares in Section 12.1(i) of the Equity Definitions, (a) 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),” and (b) the following clause shall be inserted at the end thereof:
“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.”
		
	Modified Calculation Agent Adjustment:	  	If, in respect of any Merger Event to which Modified Calculation Agent Adjustment applies, the adjustments to be made in accordance with Section 12.2(e)(i) of the Equity Definitions would result in
Issuer


  
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		  	being different from the issuer of the Shares, then with respect to such Merger Event, as a condition precedent to the adjustments contemplated in Section 12.2(e)(i) of the Equity Definitions, Dealer, the Issuer of the Affected
Shares and the entity that will be the Issuer of the New Shares shall, prior to the Merger Date, have entered into such documentation containing representations, warranties and agreements relating to securities law and other issues as reasonably
requested by Dealer that Dealer has determined, in a commercially reasonable manner, to be reasonably necessary or appropriate to allow Dealer to continue as a party to the Transaction, as adjusted under Section 12.2(e)(i) of the Equity
Definitions, and to preserve its commercially reasonable hedging or commercially reasonable hedge unwind activities in connection with the Transaction in a manner compliant with applicable legal, regulatory or self-regulatory requirements, or with
related policies and procedures applicable to Dealer, and if such conditions are not met or if the Calculation Agent determines that no adjustment that it could make under Section 12.2(e)(i) of the Equity Definitions will produce a commercially
reasonable result, then the consequences set forth in Section 12.2(e)(ii) of the Equity Definitions shall apply.
		
	Announcement Event:	  	With respect to any Component, if an Announcement Event occurs, the Calculation Agent will determine the economic effect of the Announcement Event on the theoretical value of such Component (i) on or after the relevant Announcement
Date and (ii) on the Valuation Date or any earlier date of termination or cancellation for such Component (in each case, which may include, without limitation, any actual or expected change in volatility, dividends, correlation, stock loan rate or
liquidity relevant to the Shares or to such Component), and if, in the case of clause (i) or (ii), such economic effect is material and the Calculation Agent determines that making the relevant adjustment would be commercially reasonable, the
Calculation Agent will (x) adjust the terms of such Component to reflect such economic effect and (y) determine the effective date of such adjustment. “Announcement Event” shall mean the occurrence of an Announcement Date in respect
of a Merger Event (for the avoidance of doubt, determined without regard to the language in the definition of “Merger Event” following the definition of “Reverse Merger” therein) or Tender Offer, notwithstanding the fact that
such Merger Date or Tender Offer Date may not, or may not be anticipated to, occur on or prior to the Valuation Date for the related Component. The definition of “Announcement Date” in Section 12.1(l) of the Equity Definitions shall
be amended by (a) replacing the word “leads” in the third line thereof and in the fifth line thereof with the words “is reasonably likely to lead (as determined by the Calculation Agent)”, (b) deleting the word “firm”
in the second and fourth lines thereof and (c) inserting the words “, and any publicly announced change or amendment to such an announcement (including the announcement of an abandonment of such intention)” at the end of clauses (i) and
(ii) thereof.


  
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	Consequences of Merger Events:	  	
		
	(a) Share-for-Share:	  	Modified Calculation Agent Adjustment
		
	(b) Share-for-Other:	  	Cancellation and Payment (Calculation Agent Determination)
		
	(c) Share-for-Combined:	  	Cancellation and Payment (Calculation Agent Determination); provided that Dealer may elect, in its commercially reasonable judgment, Component Adjustment for all or any portion of the Transaction.
		
	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:	  	Notwithstanding anything to the contrary in the Equity Definitions, if the composition of Combined Consideration in respect of any Share-for-Combined Merger Event or Tender Offer could be
determined by a holder of Shares, Dealer shall determine the composition of such Combined Consideration in its sole discretion.
		
	Nationalization, Insolvency or Delisting:	  	Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it 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 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 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 Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by inserting the parenthetical “(including, for the avoidance of doubt and without limitation, adoption, effectiveness or
promulgation of regulations authorized or mandated by existing statute)” at the end of clause (A) thereof, (ii) by the replacement of the word “Shares” with “Hedge Positions” in clause (X) thereof; (iii) by adding
the phrase “or announcement” immediately after the phrase “due to the promulgation” in the third line thereof and adding the phrase “formal or informal” before the word “interpretation” in the


  
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		 	same line and (iv) immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”.
		
	Insolvency Filing:	 	Applicable
		
	Loss of Stock Borrow:	 	Applicable
		
	Maximum Stock Loan Rate:	 	100 basis points per annum
		
	Increased Cost of Stock Borrow:	 	Applicable
		
	Initial Stock Loan Rate:	 	0 basis points per annum prior to August 15, 2019 and 25 basis points per annum thereafter
		
	Increased Cost of Hedging:	 	Applicable
		
	Hedging Disruption:	 	Applicable; provided that:
			
		 	(i)	 	Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting
the following two phrases at the end of such Section:
			
		 		 	“For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or
assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms.”; and
			
		 	(ii)    	 	Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such
Hedging Disruption”.
		
	Hedging Party:	 	Dealer for all applicable Potential Adjustment Events and Extraordinary Events; provided, however, that all calculations, adjustments, specifications, choices, and determinations by the Hedging Party shall be made
in good faith and in a commercially reasonable manner. The parties agree that they will work reasonably to resolve any disputes as set forth in the second paragraph under “Calculation Agent” below.
		
	Determining Party:	 	Dealer for all applicable Extraordinary Events; provided, however, that all calculations, adjustments, specifications, choices, and determinations by the Determining Party shall be made in good faith and in a
commercially reasonable manner. The parties agree that they will work reasonably to resolve any disputes as set forth in the second paragraph under “Calculation Agent” below.


  
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	Acknowledgements:	  	
		
	Non-Reliance:	  	Applicable
		
	 Agreements and Acknowledgements
 Regarding
Hedging Activities:
	  	Applicable
		
	Additional Acknowledgements:	  	Applicable
		
	 3. Calculation Agent:
	  	Dealer, which shall make all calculations, adjustments and determinations with respect to the Transaction that are not expressly required hereunder or under the Definitions or the Agreement to be made by another party.
All calculations, adjustments, specifications, choices, and determinations by the Calculation Agent shall be made in good faith and in a commercially reasonable manner. The parties agree that they will work reasonably to resolve any disputes as set
forth in the immediately following paragraph.
		
		  	In the case of any calculation, adjustment or determination by the Hedging Party, the Determining Party or the Calculation Agent, following any written request from Issuer, the Hedging Party, the Determining Party or the
Calculation Agent, as the case may be, shall promptly provide to Issuer a written explanation describing in reasonable detail the basis for such calculation, adjustment or determination (including any quotation, market data or information from
internal or external sources used in making such calculation, adjustment or determination, but without disclosing any proprietary models or other information that may be proprietary or confidential). If Issuer promptly disputes such calculation,
adjustment or determination in writing and provides reasonable detail as to the basis for such dispute, the Calculation Agent shall, to the extent permitted by applicable law (as reasonably determined by Dealer), discuss the dispute with Issuer in
good faith.
		
	 4. Account Details:
	  	Dealer Payment Instructions:
		  		 	Bank:	 	Bank of New York Mellon
		  		 	ABA#:	 	021000018
		  		 	A/C:	 	Jefferies LLC
		  		 	A/C:	 	890-000-7001
		  		 	FFC Equity Derivatives
		
		  	Issuer Payment Instructions:
		  		 	Bank:	 	Silicon Valley Bank
		  		 	Address:	 	3003 Tasman Dr, Santa Clara, CA 95054
		  		 	ABA#:	 	121140399
		  		 	Beneficiary: 	 	Aegerion Pharmaceuticals, Inc.
		  		 	Account #:	 	3300803370


  
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	 5. Offices:
	  	The Office of Dealer for the Transaction is: Inapplicable, Dealer is not a Multibranch Party.
		
		  	The Office of Issuer for the Transaction is: Inapplicable, Issuer is not a Multibranch Party.
		
	 6. Notices:
	  	For purposes of this Confirmation:
		
		  	Address for notices or communications to Issuer:
			
		  	To:	 	Aegerion Pharmaceuticals, Inc.
		  		 	101 Main Street, Suite 1850
		  		 	Cambridge, Massachusetts 02142
		  	Attn:	 	Chief Financial Officer
		  	Telephone:        	 	(617) 500-6235
		  	Facsimile:	 	(617) 945-7968
		
		  	Any notice or other communication required or permitted to be given to Dealer (for matters other than operational matters) with respect to this Confirmation shall be delivered in person or given by facsimile transmission
to Dealer at the following address:
			
		  	To:	 	Jefferies International Limited
		  		 	c/o Jefferies LLC
		  		 	520 Madison Avenue
		  		 	New York, NY 10022
		  	Attn:	 	Equity Derivatives Middle Office
		  	Telephone:	 	+1 212-284-8175
		  	Email:	 	eqderiv_mo@jefferies.com
		
		  	With copies to:
			
		  		 	Jefferies LLC
		  		 	520 Madison Avenue
		  		 	New York, NY 10022
		  	Attn:	 	Colyer Curtis
		  	Telephone:	 	+1 212-708-2734
		  	Email:	 	ccurtis@jefferies.com
			
		  	and	 	
			
		  		 	Jefferies LLC
		  		 	520 Madison Avenue
		  		 	New York, NY 10022
		  	Attn:	 	Sonia Han, General Counsel – Sales & Trading
		  	Telephone:	 	+1 212-284-3433
		  	Facsimile:	 	+1 646-786-5691
		  	Email:	 	shan@jefferies.com


  
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 7. Representations, Warranties and Agreements: 

(a) In addition to the representations and warranties in the Agreement and those contained elsewhere herein, Issuer represents and warrants to
and for the benefit of, and agrees with, Dealer as follows: 
 (i) On the Trade Date, and as of the date of any election by
Issuer that the Share Termination Alternative under (and as defined in) Section 8(a) below shall not apply, (A) none of Issuer and its officers and directors is aware of any material nonpublic information regarding Issuer or the Shares and
(B) all reports and other documents filed by Issuer with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (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, Issuer acknowledges that Dealer is not making any representations or warranties or taking any position or expressing any view with respect to the treatment of the
Transaction under ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, ASC Topic 480, Distinguishing Liabilities from Equity and ASC Topic 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (or
any successor issue statements), or under any other accounting guidance. 
 (iii) Prior to the Trade Date, Issuer shall
deliver to Dealer a resolution of Issuer’s board of directors authorizing the Transaction and such other certificate or certificates as Dealer shall reasonably request. 

(iv) Issuer is not entering into this Confirmation and will not make any election hereunder for the purpose of creating actual
or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or raising or depressing or otherwise manipulating the price of the Shares (or any security convertible into or exchangeable for Shares) or
otherwise in violation of the Exchange Act. 
 (v) Issuer 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. 

(vi) On each of the Trade Date and the Premium Payment Date, Issuer 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 Issuer would be able to purchase 11,311,446 Shares in compliance with the corporate laws of the
jurisdiction of its incorporation. 
 (vii) To Issuer’s knowledge, 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) solely as
a result of Dealer or its affiliates having the power to vote, owning or holding (however defined) Shares (and not due to any other Dealer activity). 

(viii) Issuer shall not take any action to decrease the number of Available Shares below the Capped Number (each as defined in
Section 8(i) below). 
 (ix) The representations and warranties of Issuer set forth in Section 3 of the Agreement
and Section 4 of the Purchase Agreement (the “Purchase Agreement”) dated as of August 11, 2014 among Issuer and Jefferies LLC and J.P. Morgan Securities LLC, as representatives of the several Initial Purchasers party
thereto, are true and correct and are hereby deemed to be repeated to Dealer as if set forth herein. 
 (x) Issuer
understands no obligations of Dealer to it hereunder will be entitled to the benefit of deposit insurance and that such obligations will not be guaranteed by any Affiliate of Dealer or any governmental agency. 

(xi) During the period starting on the first Expiration Date and ending on the last Expiration Date (the “Settlement
Period”), the Shares or securities that are convertible into, or exchangeable or exercisable for, Shares will not be subject to a “restricted period,” as such term is defined in Regulation M under the Exchange Act
(“Regulation M”). 

  
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 (xii) On each day during the Settlement Period, neither Issuer nor any
“affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18 under the Exchange Act (“Rule 10b-18”)) shall directly or indirectly (including, without limitation, by means of any 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 or exercisable for Shares. 

(xiii) (a) The Shares of Issuer issuable from time to time upon exercise of the Warrants (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 Warrant following the exercise of the Warrant in
accordance with the terms and conditions of the Warrant, 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 and (b) a number of Warrant Shares
equal to the Capped Number has been accepted for listing or quotation on the Exchange, subject to notice of issuance. In addition, Issuer shall ensure that at all times until its delivery obligations hereunder have been met in full that the total
number of Shares reserved for issuance hereunder is at least equal to the Capped Number. 
 (xiv) Issuer (i) is capable
of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (ii) 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 (iii) has total assets of at least $50 million as of the date hereof. 

(b) Each of Dealer and Issuer agrees and represents that it is an “eligible contract participant” as defined in the
U.S. Commodity Exchange Act, as amended. 
 (c) Dealer acknowledges that the offer and sale of the Transaction to it is
intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(a)(2) thereof. Accordingly, Dealer represents and warrants to Issuer 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 without a view to the distribution or resale thereof, (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 and (v) it is capable of evaluating investment risks independently, both in general and with regard to all transactions
and investment strategies involving a security or securities. 
 (d) Issuer agrees and acknowledges that Dealer 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) Dealer 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. 
 (e) It is the intent of the
parties that, in respect of Issuer, (a) the Transaction shall constitute a “qualified financial contract” within the meaning of 12 U.S.C. Section 1821(e)(8)(D)(i) and (b) a Non-defaulting Party’s rights under Sections 5
and 6 of the Agreement constitute rights of the kind referred to in 12 U.S.C. Section 1821(e)(8)(A). 
 (f) On each
anniversary of the Trade Date, Issuer shall deliver to Dealer an officer’s certificate, signed by an authorized officer, stating the number of Available Shares (as defined in the provision titled “Limitation On Delivery of Shares”
below) which delivery shall be deemed to have been made if available through Issuer’s public filings. 

  
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 8. Miscellaneous: 

(a) Alternative Calculations and Issuer Payment on Early Termination and on Certain Extraordinary Events. If (x) 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 (y) the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event
(except, in the case of clause (x) and/or (y) above, as applicable, 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 Issuer’s control, or (iii) an Event of Default in which Issuer is the Defaulting Party or a Termination Event in which Issuer 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 Issuer’s
control), and if Issuer would owe any amount to Dealer pursuant to Section 6(d)(ii) of the Agreement or any Cancellation Amount pursuant to Sections 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions (any such amount, a “Payment
Obligation”), then Issuer shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Issuer gives irrevocable telephonic notice to Dealer, 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 (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) Issuer remakes the representation set forth in Section 7(a)(1) 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:	  	Applicable and means that Issuer shall deliver to Dealer the Share Termination Delivery Property on the date on which the Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or
Section 6(d)(ii) of the Agreement, as applicable (the “Share Termination Payment Date”), in satisfaction of the Payment Obligation.
		
	Share Termination Delivery Property:	  	A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery
Property by replacing any fractional portion of the aggregate amount 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 good
faith and by commercially reasonable means and notified by the Calculation Agent to Issuer 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, as applicable. 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.


  
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	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 Seller 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) Payment by Dealer. In the event that, following payment of the Premium, (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 of the type described in Section 5(a)(ii) or 5(a)(iv) of the Agreement)
and, as a result, Dealer owes to Issuer an amount pursuant to Section 6 of the Agreement, or (ii) Dealer owes to Issuer an amount pursuant to Article 12 of the Equity Definitions (including, for the avoidance of doubt, any amount payable
in connection with an Extraordinary Event), such amount shall be deemed to be zero. 
 (c) Additional Termination
Events. The occurrence of any of the following shall constitute an Additional Termination Event with respect to which the Transaction shall be the sole Affected Transaction and Issuer shall be the sole Affected Party and Dealer shall be the
party entitled to designate an Early Termination Date; provided that with respect to any Additional Termination Event, Dealer may choose to treat part of the Transaction as the sole Affected Transaction, and, upon the termination of the
Affected Transaction, a Transaction with terms identical to those set forth herein except with a Number of Warrants equal to the unaffected number of Warrants shall be treated for all purposes as the Transaction, which shall remain in full force and
effect: 
 (i) Dealer reasonably determines that it is advisable to terminate a portion of the Transaction so that
Dealer’s related hedging activities will comply with applicable securities laws, rules or regulations; 
 (ii) any
Person (as defined below) acquires beneficial ownership (determined in accordance with Rule 13d-3 under the Exchange Act), directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of
Issuer’s capital stock entitling the Person to exercise 50% or more of the total voting power of all shares of Issuer’s capital stock entitled to vote generally in elections of directors, other than an acquisition by Issuer, any of
Issuer’s subsidiaries and any of Issuer’s employee benefit plans; 
 (iii) Issuer merges or consolidates with or
into any other Person (other than a subsidiary of Issuer), another Person merges or consolidates with or into Issuer, or Issuer conveys, sells, transfers or leases all or substantially all of its assets to another Person in one transaction or a
series of related transactions, other than any transaction that does not result in a reclassification, conversion, exchange or cancellation of the outstanding Shares; 

(iv) Issuer’s stockholders approve any plan or proposal for the liquidation or dissolution of Issuer; or 

(v) the Shares cease to be listed on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global
Market (or any of their respective successors). 
 Notwithstanding the foregoing, a transaction or transactions set forth in
clause (ii) or (iii) above will not constitute an Additional Termination Event if (A) at least 90% of the consideration paid for the Shares (excluding cash payments for fractional shares and cash payments made pursuant to
dissenters’ or appraisal rights) in connection with such transaction or transactions otherwise constituting an Additional 

  
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Termination Event 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 traded or quoted immediately following such transaction or transactions and (B) as a result of such transaction or transactions, the “Shares” are composed of such consideration (excluding cash
payments for fractional shares and cash payments made pursuant to dissenters’ or appraisal rights). 

“Person” includes any syndicate or group that would be deemed to be a “person” under
Section 13(d)(3) of the Exchange Act. 
 (d) Registration/Private Placement Procedures. (i) If, in the
reasonable judgment of Dealer, for any reason, any Shares or any securities of Issuer or its affiliates comprising any Share Termination Delivery Units deliverable to Dealer hereunder (any such Shares or securities, “Delivered
Securities”) would not be immediately freely transferable by Dealer under Rule 144 under the Securities Act, then the provisions set forth in this Section 8(d) shall apply. At the election of Issuer by notice to Dealer within one Exchange
Business Day after the relevant delivery obligation arises, but in any event at least one Exchange Business Day prior to the date on which such delivery obligation is due, either (A) all Delivered Securities delivered by Issuer to Dealer shall
be, at the time of such delivery, covered by an effective registration statement of Issuer for immediate resale by Dealer (such registration statement and the corresponding prospectus (the “Prospectus”) (including, without
limitation, any sections describing the plan of distribution) in form and content commercially reasonably satisfactory to Dealer) or (B) Issuer shall deliver additional Delivered Securities so that the value of such Delivered Securities, as
determined by the Calculation Agent to reflect an appropriate liquidity discount (which discount shall only take into account the illiquidity resulting from the fact that the Delivered Shares will not be registered for resale and any commercially
reasonable fees and expenses of Dealer (and any affiliate thereof) in connection with such resale), equals the value of the number of Delivered Securities that would otherwise be deliverable if such Delivered Securities were freely tradeable
(without prospectus delivery) upon receipt by Dealer (such value, the “Freely Tradeable Value”); provided that Issuer may not make the election described in this clause (B) 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 delivery by Issuer to Dealer (or any Affiliate of Dealer designated by Dealer) of the Delivered
Securities or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Delivered Securities by Dealer (or any such Affiliate of Dealer). (For the avoidance of doubt, as used in this Section 8(d)
only, the term “Issuer” shall mean the issuer of the relevant securities, as the context shall require.) 

  
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 (ii) If Issuer makes the election described in Section 8(d)(i)(A) above:

 (A) Dealer (or an Affiliate of Dealer designated by Dealer) shall be afforded a commercially reasonable opportunity to
conduct a due diligence investigation with respect to Issuer that is customary in scope for underwritten offerings of equity securities of similar size and that yields results that are reasonably satisfactory to Dealer or such Affiliate, as the case
may be, in its discretion; and 
 (B) Dealer (or an Affiliate of Dealer designated by Dealer) and Issuer shall enter into an
agreement (a “Registration Agreement”) on commercially reasonable terms in connection with the public resale of such Delivered Securities by Dealer or such Affiliate substantially similar to underwriting agreements customary for
underwritten offerings of equity securities of similar size, in form and substance reasonably satisfactory to Dealer or such Affiliate and Issuer, which Registration Agreement shall include, without limitation, provisions substantially similar to
those contained in such underwriting agreements relating to the indemnification of, and contribution in connection with the liability of, Dealer and its Affiliates and Issuer, shall provide for the payment by Issuer of all commercially reasonable
and documented expenses in connection with such resale, including all registration costs and all commercially reasonable fees and expenses of one counsel for Dealer, and shall provide for the delivery of accountants’ “comfort letters”
to Dealer or such Affiliate with respect to the financial statements and certain financial information contained in or incorporated by reference into the Prospectus. 

(iii) If Issuer makes the election described in Section 8(d)(i)(B) above: 

(A) Dealer (or an Affiliate of Dealer designated by Dealer) and any potential institutional purchaser of any such Delivered
Securities from Dealer or such Affiliate identified by Dealer shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation in compliance with applicable law with respect to Issuer customary in scope for private
placements of equity securities of similar 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); 
 (B) Dealer (or an Affiliate of Dealer designated by Dealer) and Issuer shall enter into an agreement (a
“Private Placement Agreement”) on commercially reasonable terms in connection with the private placement of such Delivered Securities by Issuer to Dealer or such Affiliate and the private resale of such shares by Dealer or such
Affiliate, substantially similar to private placement purchase agreements customary for private placements of equity securities of similar size, in form and substance reasonably satisfactory to Dealer and Issuer, which Private Placement Agreement
shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating to the indemnification of, and contribution in connection with the liability of, Dealer and its Affiliates
and Issuer, shall provide for the payment by Issuer of all commercially reasonable and documented expenses in connection with such resale, including all commercially reasonable fees and expenses of one counsel for Dealer, shall contain
representations, warranties and agreements of Issuer reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales, and shall use best efforts
to provide for the delivery of accountants’ “comfort letters” to Dealer or such Affiliate with respect to the financial statements and certain financial information contained in or incorporated by reference into the offering
memorandum prepared for the resale of such Shares; 
 (C) Issuer agrees that any Delivered Securities so delivered to
Dealer, (i) may be transferred by and among Dealer and its Affiliates, and Issuer shall effect such transfer without any further action by Dealer and (ii) after the minimum “holding period” within the meaning of Rule 144(d) under
the Securities Act has elapsed with respect to such Delivered Securities, Issuer shall promptly remove, or cause the transfer agent for such Shares or securities to remove, any legends referring to any such restrictions or requirements from such
Delivered Securities upon delivery by Dealer (or such Affiliate of Dealer) to Issuer or such transfer agent of seller’s and broker’s representation letters customarily delivered by Dealer in connection with resales of restricted securities
pursuant to Rule 144 under the Securities Act, without any further requirement 

  
 16 








 
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); and 
 (D) Issuer shall not take, or cause 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 Issuer to Dealer (or any Affiliate designated by Dealer) of the Shares or Share Termination Delivery Units, as the case may be, or the exemption pursuant to
Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Shares or Share Termination Delivery Units, as the case may be, by Dealer (or any such Affiliate of Dealer). 

(iv) If Issuer makes the election described in clause (i)(B) of this paragraph (d), then Dealer or its Affiliate may sell such
Shares or Share Termination Delivery Units, as the case may be, during a period (the “Resale Period”) commencing on the Exchange Business Day following delivery of such Shares or Share Termination Delivery Units, as the case may be,
and ending on the Exchange Business Day on which Dealer completes the sale of all such Shares or Share Termination Delivery Units, as the case may be, or a sufficient number of Shares or Share Termination Delivery Units, as the case may be, so that
the realized net proceeds of such sales exceed the Freely Tradeable Value (such amount of the Freely Tradeable Value, the “Required Proceeds”), in each case in a commercially reasonable manner. If any of such delivered Shares or
Share Termination Delivery Units remain after such realized net proceeds exceed the Required Proceeds, Dealer shall return such remaining Shares or Share Termination Delivery Units to Issuer. If the Required Proceeds exceed the realized net proceeds
from such resale, Issuer shall transfer to Dealer by the open of the regular trading session on the Exchange on the Exchange Trading Day immediately following the last day of the Resale Period the amount of such excess (the “Additional
Amount”) in cash or in a number of additional Shares or Share Termination Delivery Units, as the case may be, (“Make-whole Shares”) in an amount that, based on the Relevant Price on the last day of the Resale Period (as if
such day was the “Valuation Date” for purposes of computing such Relevant Price), has a dollar value equal to the Additional Amount. The Resale Period shall continue to enable the sale of the Make-whole Shares in the manner contemplated by
this Section 8(d)(iv). This provision shall be applied successively until the Additional Amount is equal to zero, subject to Section 8(i). 

(e) 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, 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 (x) replacing the words “a diluting or concentrative” with “an” in the fifth line thereof, (y) deleting the words “diluting or
concentrative effect” in the sixth to last line thereof and (z) replacing 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)” 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)”. 

(iii) Section 11.2(e)(vii) of the Equity Definitions are hereby amended by deleting the words “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”. 

(iv) 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); (B) replacing “will lend” with “lends” in subsection (B); and
(C) 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. 

(v) 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. 

  
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 (f) Repurchase Notices. Issuer shall, on any day on which Issuer effects any
repurchase of Shares, provide Dealer with a written notice of such repurchase (a “Repurchase Notice”) on such day if, following such repurchase, the Warrant Equity Percentage (as defined below) is greater by 0.5% or
more than the Warrant Equity Percentage set forth in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% or more than the Warrant Equity Percentage as of August 11, 2014 (calculated
as if this Transaction had been entered into as of such date)). Issuer agrees to indemnify and hold harmless Dealer, its affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person
being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities (or actions in respect thereof), joint or several, to which such Indemnified Party may become subject under applicable
securities laws, including without limitation, Section 16 of the Exchange Act, relating to or arising out of such failure. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless
any Indemnified Party, then Issuer shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. In addition, Issuer will reimburse any
Indemnified Party for all expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to Issuer) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or
any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of Issuer. This indemnity shall survive the
completion of the Transaction contemplated by this Confirmation and any assignment and delegation of the Transaction made pursuant to this Confirmation or the Agreement shall inure to the benefit of any permitted assignee of Dealer. 

(g) Transfer or Assignment. Dealer may transfer or assign its rights and obligations hereunder and under the Agreement, in whole
or in part, at any time to any person or entity whatsoever without the consent of Issuer; provided that, in Issuer’s reasonable determination, Issuer will not be required, as a result of such transfer or assignment, to pay the transferee
or assignee an amount under Section 2(d)(i)(4) of the Agreement greater than the amount, if any, that Issuer would have been required to pay to Dealer in the absence of such transfer or assignment. At any time at which any Ownership Limitation
or a Hedging Disruption exists, if Dealer, in its discretion after first using commercially reasonable efforts, is unable to effect a transfer or assignment to a third party on pricing terms and within a time period reasonably acceptable to Dealer
such that an Ownership Limitation or a Hedging Disruption, as the case may be, no longer exists, Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Terminated
Portion”) of the Transaction, such that such Ownership Limitation or a Hedging Disruption, as the case may be, no longer exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of the
Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement or Section 8(a) of this Confirmation as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to the
Terminated Portion of the Transaction, (ii) Issuer shall be the sole Affected Party with respect to such partial termination and (iii) such portion of the Transaction shall be the only Terminated Transaction. 

(h) Limit on Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement or this Confirmation, in no event shall
Dealer be entitled to receive, or shall be deemed to receive, any Shares in connection with this Transaction if, immediately upon giving effect to such receipt of such Shares, (i) Dealer’s Beneficial Ownership would be equal to or greater
than 9.0% of the outstanding Shares, (ii) Dealer, or any “affiliate” or “associate” of Dealer, would own in excess of 13% of the outstanding Shares for purposes of Section 203 of the Delaware General Corporation Law,
(iii) the Warrant Equity Percentage would exceed 14.5% or (iv) Dealer, Dealer Group (as defined below) or any person whose ownership position would be aggregated with that of Dealer or Dealer Group under any federal, state or local laws,
regulations or regulatory orders applicable to ownership of Shares (“Applicable Laws”) or under the constitutive documents of Issuer or any contract or agreement applicable to ownership of Shares to which Issuer is a party (Dealer,
Dealer Group or any such person, a “Dealer Person”), as the case may be, owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of
Shares 

  
 18 








 
equal to (x) the number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of
a Dealer Person under Applicable Laws and with respect to which such requirements have not been met or the relevant approval has not been received or that would give rise to any consequences under the constitutive documents of Issuer or any contract
or agreement to which Issuer is a party, in each case minus (y) 1% of the number of Shares outstanding on the date of determination (each of clause (i), (ii), (iii) and (iv) above, an “Ownership Limitation”).
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. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a
result of an Ownership Limitation, Dealer’s right to receive such delivery shall not be extinguished and Issuer shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Dealer gives
notice to Issuer that such delivery would not result in any of such Ownership Limitations being breached. “Dealer’s Beneficial Ownership” means the “beneficial ownership” (within the meaning of Section 13 of the
Exchange Act and the rules promulgated thereunder (collectively, “Section 13”)) of Shares, without duplication, by Dealer, together with any of its affiliates or other person subject to aggregation with Dealer under
Section 13 for purposes of “beneficial ownership”, or by any “group” (within the meaning of Section 13) of which Dealer is or may be deemed to be a part (Dealer and any such affiliates, persons and groups, collectively,
“Dealer Group”) (or, to the extent that, as a result of a change in law, regulation or interpretation after the date hereof, the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations
thereunder results in a higher number, such number). Notwithstanding anything in the Agreement or this Confirmation to the contrary, Dealer shall not become the record or beneficial owner, or otherwise have any rights as a holder, of any Shares that
Dealer is not entitled to receive at any time pursuant to this Section 8(h), until such time as such Shares are delivered pursuant to this Section 8(h). 

(i) Limitation On Delivery of Shares. Notwithstanding anything herein or in the Agreement to the contrary, in no
event shall Issuer be required to deliver Shares in connection with the Transaction in excess of 728,598 (the “Capped Number”). The Capped Number shall only be subject to adjustment on account of (x) Potential Adjustment Events
of the type specified in (1) Section 11.2(e)(i) through (vi) of the Equity Definitions or (2) Section 11.2(e)(vii) of the Equity Definitions as long as, in the case of this sub-clause (2), such event is within Issuer’s
control and (y) Merger Events that result from corporate action of the Issuer. Issuer represents and warrants to Dealer (which representation and warranty shall be deemed to be repeated on each day that the Transaction is outstanding) that the
Capped Number is equal to or less than the number of authorized but unissued Shares of the Issuer that are not reserved for future issuance in connection with transactions in the Shares (other than the Transaction) on the date of the determination
of the Capped Number (such Shares, the “Available Shares”). In the event Issuer shall not have delivered the full number of Shares otherwise deliverable as a result of this Section 8(i) (the resulting deficit, the
“Deficit Shares”), Issuer shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, a number of Shares equal to 60% of (A) (i) any
Shares that are repurchased, acquired or otherwise received by Issuer or any of its subsidiaries after the Trade Date (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 the Trade Date that become no longer so reserved or (iii) unissued Shares that Issuer additionally authorizes that are not reserved for other transactions less (B) the
number of such Shares (if any) deliverable in respect of the Base Issuer Warrant Transaction dated August 11, 2014 (Transaction Ref No. OTC-US-31725) (the “Base Warrant Transaction”). Issuer shall immediately notify Dealer 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. Issuer shall not, until
Issuer’s obligations under the Transaction have been satisfied in full, use any Shares that become available for potential delivery to Dealer as a result of any of the foregoing events for the settlement or satisfaction of any transaction or
obligation other than the Transaction or the “Transaction” under the Base Warrant Transaction or reserve any such Shares for future issuance for any purpose other than to satisfy Issuer’s obligations to Dealer under the Transaction or
the “Transaction” under the Base Warrant Transaction.  
 Notwithstanding anything to the contrary herein or in the
Definitions or the Agreement, any Payment Obligation shall, for all purposes, be calculated without regard to the provisions set forth under this Section 8(i); provided that the number of Shares deliverable pursuant to Section 8(a)
above (if applicable) shall not exceed the applicable Capped Number. 
 (j) Right to Extend. Dealer may postpone any Exercise Date or
Settlement Date or any other date of valuation or delivery with respect to some or all of the relevant Warrants (in which event the Calculation Agent shall make appropriate adjustments to the Number of Shares to be Delivered with respect to one or
more Components), if Dealer 

  
 19 








 
determines, in its reasonable discretion, that such extension is reasonably necessary or appropriate to (i) preserve Dealer’s commercially reasonable hedging or commercially reasonable
hedge unwind activity hereunder in light of existing liquidity conditions in the cash market, the stock loan market or any other relevant market or (ii) to enable Dealer to effect purchases of Shares in connection with its commercially
reasonable hedging, commercially reasonable 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. 
 (k) 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. 

(l) Status of Claims in Bankruptcy. Dealer 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 or Issuer in the event of Issuer’s bankruptcy. For the avoidance of doubt, the parties agree that the preceding sentence shall not apply at any time other than
during Issuer’s bankruptcy. 
 (m) No Collateral. Notwithstanding any provision of this Confirmation, the
Agreement, the Equity Definitions or any other agreement between the parties to the contrary, the obligations of Issuer under the Transaction are not secured by any collateral. 

(n) Disclosure. Effective from the date of commencement of discussions concerning the Transaction, Issuer 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 Issuer relating to such tax treatment and tax structure. 
 (o) Method of Delivery. Whenever delivery of funds or
other assets is required hereunder by or to Issuer, such delivery shall be effected through Agent. In addition, all notices, demands and communications of any kind relating to the Transaction between Dealer and Issuer shall be transmitted
exclusively through Agent. 
 (p) Effectiveness. If, prior to the Effective Date, Dealer reasonably determines that it is
advisable to cancel the Transaction because of concerns that Dealer’s related hedging activities could be viewed as not complying with applicable securities laws, rules or regulations, the Transaction shall be cancelled and shall not become
effective, and neither party shall have any obligation to the other party in respect of the Transaction. 
 (q)
Severability; Illegality. Notwithstanding anything to the contrary in the Agreement, if compliance by either party with any provision of the Transaction would be unenforceable or illegal, (a) the parties shall negotiate in good faith to
resolve such unenforceability or illegality in a manner that preserves the economic benefits of the transactions contemplated hereby and (b) the other provisions of the Transaction shall not be invalidated, but shall remain in full force and
effect. 
 (r) Agreements and Acknowledgments Regarding Hedging. Issuer understands, acknowledges and agrees that: (A) at
any time on and prior to the final 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 VWAP Price;
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 VWAP Price, each in a manner that may be adverse to Issuer. 

(s) Wall Street Transparency and Accountability Act of 2010. The parties hereby agree that none of (v) Section 739 of
the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”), (w) any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date,
(x) the enactment of WSTAA or any regulation under the WSTAA, (y) any requirement under WSTAA nor (z) an amendment made by WSTAA, shall limit or otherwise impair either party’s 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, Loss of Stock Borrow, Increased Cost of Stock Borrow, an Excess Ownership Position or Illegality (as defined in the
Agreement)). 

  
 20 








 (t) Certain Tax Considerations. 

(i) Dealer makes the following representations to Issuer: (A) it is a “foreign person” (as that term is used in
Section 1.6041-4(a)(4) of the U.S. Treasury Regulations), and (B) payments received by it or to be received by it in connection with this Confirmation are not effectively connected with its conduct of a trade or business in the United
States. Dealer agrees to complete, accurately and in a manner reasonably satisfactory to Issuer, to execute and to deliver to Issuer a valid U.S. Internal Revenue Service Form W-8BEN or Form W-8BEN-E (or any successor form) and any required
attachments thereto (x) upon execution of this Confirmation and thereafter prior to the date on which such form becomes invalid, (y) promptly upon reasonable demand by Issuer and (z) promptly upon learning that any Form W-8BEN or Form
W-8BEN-E (or any successor thereto) previously provided by Dealer has become obsolete, invalid or incorrect; provided, however, that in all cases (x), (y) and (z), Dealer shall not be required to provide Form W-8BEN-E prior to
January 1, 2015. 
 (ii) Dealer makes the following representation to Issuer: it is a “dealer” within the
meaning of Section 1.1001-4(b)(1) of the United States Treasury Regulations. 
 (iii) Issuer makes the following
representation to Dealer: it is a corporation established under the laws of the State of Delaware and is a “United States person” (as that term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended).
Issuer agrees to complete, accurately and in a manner reasonably satisfactory to Dealer, to execute and to deliver to Dealer a valid U.S. Internal Revenue Service Form W-9 (or any successor form) and any required attachments thereto (A) upon
execution of this Confirmation and thereafter prior to the date on which such form becomes invalid, (B) promptly upon reasonable demand by Dealer and (C) promptly upon learning that any Form W-9 (or any successor thereto) previously
provided by Issuer has become obsolete, invalid or incorrect. 
 (u) Foreign Account Tax Compliance Act. The parties agree
that the definitions and provisions contained in the Attachment to the ISDA 2012 FATCA Protocol as published by ISDA on August 15, 2012, are incorporated into and apply to the Agreement as if set forth in full herein. 

(v) Early Unwind. In the event that the sale by Issuer of the Optional Securities (as defined in the Purchase
Agreement) is not consummated with the Initial Purchasers pursuant to the Purchase Agreement for any reason by the close of business in New York on August 21, 2014 (or such later date as agreed upon by the parties, which in no event shall be
later than August 27, 2014) (August 21, 2014 or such later date being the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and the Transaction
and all of the respective rights and obligations of Dealer and Issuer thereunder shall be cancelled and terminated. Following such termination, cancellation and payment, subject to the preceding sentence, 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 either party arising out of and to be performed in connection with the Transaction either prior to or after the Early
Unwind Date. 
 (w) Adjustments. For the avoidance of doubt, whenever the Calculation Agent or Determining Party is
called upon to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent or Determining Party 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. 
 (x)
Transaction Reporting – Consent for Disclosure of Information. Notwithstanding anything to the contrary in this Confirmation or any non-disclosure, confidentiality or other agreements entered into between the parties from time to
time, each party hereby consents to the Disclosure of information (the “Reporting Consent”):  
  

	 	(i)	to the extent required by, or required in order to comply with, any applicable law, rule or regulation which mandates Disclosure of transaction and similar information or to the extent required by, or required in order
to comply with, any order, request or directive regarding Disclosure of transaction and similar information issued by any relevant authority or body or agency having competent jurisdiction over a party hereto (“Reporting
Requirements”); or 

  

	 	(ii)	to and between the other party’s head office, branches or affiliates; or to any trade data repository or any systems or services operated by any trade repository or Market, in each case, in connection with such
Reporting Requirements. 


  
 21 








 “Disclosure” means disclosure, reporting, retention, or any action similar or
analogous to any of the aforementioned. 
 Disclosures made pursuant to this Reporting Consent may include, without limitation, Disclosure of
information relating to disputes over transactions between the parties, a party’s identity, and certain transaction and pricing data and may result in such information becoming available to the public or recipients in a jurisdiction which may
have a different level of protection for personal data from that of the relevant party’s home jurisdiction. 
 This Reporting Consent
shall be deemed to constitute an agreement between the parties with respect to Disclosure in general and shall survive the termination of the Transaction. No amendment to or termination of this Reporting Consent shall be effective unless such
amendment or termination is made in writing between the parties and specifically refers to this Reporting Consent. 
 EMIR Portfolio
Reconciliation and Dispute Resolution: 
 Subject to the below, the parties hereby agree that the provisions set out in Part I and III of
the Attachment to the ISDA 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol as published by ISDA on 19 July 2013 shall be incorporated by reference to this Confirmation, mutatis mutandis, as though such provisions
and definitions were set out in full herein, with any such conforming changes as are necessary to deal with what would otherwise be inappropriate or incorrect cross-references: 

 

	 	(iii)	References therein to: 

  

	 	(A)	the “Adherence Letter” shall be deemed to be references to this Confirmation; 

  

	 	(B)	the “Implementation Date” shall be deemed to be references to the date of this Agreement; 

  

	 	(C)	the “Protocol Covered Agreement” shall be deemed to be this Confirmation; and 

  

	 	(D)	the “Protocol” shall be deleted 

  

	 	(iv)	For the purposes of the foregoing: 

  

	 	(A)	Portfolio reconciliation process status: 

 Dealer shall be a Portfolio Data Sending Entity 

Issuer shall be a Portfolio Data Receiving Entity 
  

	 	(B)	Local Business Days: 

 Dealer specifies the following places for the purpose of the definition
of Local Business Day as it applies to it: London, New York 
 Issuer specifies the following place(s) for the purposes of the definition of
Local Business Day as it applies to it: Cambridge, MA 
  

	 	(C)	Contact details for Dispute Notices, Portfolio Data, and discrepancy notices: 

 Notices to
Dealer: 
 The following items may be delivered to Dealer at the contact details shown below: 

Portfolio Data, Notice of a discrepancy or Dispute Notice: 

Jefferies LLC 
 520 Madison
Avenue 
 New York, NY 1022 

Attn: Equity Derivatives Middle Office 

E-mail: Eqderiv_mo@jefferies.com 

  
 22 








 And 

Jefferies International Limited 

Vintners Place 
 68 Upper Thames
Street 
 London 
 EC4V 3BJ

 Attn: Equity Derivatives Middle Office 

E-mail: JILeqderiv_mo@jefferies.com 

Notices to Issuer: 
 The
following items may be delivered to Issuer at the contact details shown below: 
 Portfolio Data, Notice of a discrepancy or Dispute Notice:

 Aegerion Pharmaceuticals, Inc. 

101 Main Street, Suite 1850 

Cambridge, MA 02142 
 Attn:
Chief Financial Office 
 E-mail: mfitzpatrick@aegerion.com 
  

	 	(D)	Use of a third-party service provider: 

 (I) Dealer may appoint a third party as its agent
and/or third party service provider for the purposes of performing all or part of the actions required by the Portfolio Reconciliation Risk Mitigation Techniques; and 

(II) Issuer may appoint a third party as its agent and/or third party service provider for the purposes of performing all or part of the
actions required by the Portfolio Reconciliation Risk Mitigation Techniques. 
 Notwithstanding anything to the contrary as set out herein,
the provisions of this section “EMIR Portfolio Reconciliation and Dispute Resolution” shall survive the termination of the Transaction. No amendment to or termination of this section shall be effective unless such amendment or
termination is made in writing between the parties and specifically refers to this section “EMIR Portfolio Reconciliation and Dispute Resolution”. 

(y) EMIR Classification and NFC Representation: The section entitled “NFC Representation” as set out in the
Attachment to the ISDA 2013 EMIR NFC Representation Protocol as published by the International Swaps and Derivatives Association on 8 March 2013 (the “EMIR Classification Protocol”) shall be incorporated by
reference to this Confirmation but with the following amendments: 
  

	 	(v)	References to a party adhering, a party’s adherence or a party having adhered to the EMIR Classification Protocol as a “party making the NFC Representation” will be construed as Issuer executing this
Confirmation while making the statement that it is a party which is making the NFC Representation. 

 References to
“party which is a NFC+ Party making the NFC Representation” shall not be applicable to this Confirmation. 

  
 23 









	 	(vi)	Dealer confirms that it is a party that does not make the NFC Representation. 

 Issuer confirms
that it is a party making the NFC Representation. 
  

	 	(vii)	Unless otherwise specified by the relevant party, for the purposes of the definition of “effectively delivered”: 


Dealer’s address details to which any Clearing Status Notice, Non-Clearing Status Notice, NFC+ Representation Notice, NFC Representation
Notice or Non-representation Notice should be delivered are: Eqderiv_mo@jefferies.com and london_legal@jefferies.com. 
  

	 	(viii)	Issuer’s address details to which any Clearing Status Notice, Non-Clearing Status Notice, NFC+ Representation Notice, NFC Representation Notice or Non-representation Notice should be delivered are: Aegerion
Pharmaceuticals, Inc., 101 Main Street, Suite 1850, Cambridge, MA 02142, Attn: Chief Financial Officer, E-mail: mfitzpatrick@aegerion.com. 

  

	 	(ix)	The definition of: 

  

	 	(A)	“Adherence Letter” is deleted; 

  

	 	(B)	“effectively delivered” is amended by replacing the words “the Adherence Letter” with the words “this Confirmation”; and 


 

	 	(C)	“Protocol” is deleted. 

 (z) Waiver of Jury Trial. EACH OF
ISSUER AND BUYER 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
OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION OR THE ACTIONS OF BUYER OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF. 

(aa) 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. 

  
 24 








 This Confirmation may be executed in several counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument. 
 Issuer hereby agrees to check this Confirmation and to confirm that the foregoing correctly
sets forth the terms of the Transaction by signing in the space provided below and returning to Dealer a facsimile of the fully-executed Confirmation to Dealer. Originals shall be provided for your execution upon your request. 

We are very pleased to have executed the Transaction with you and we look forward to completing other transactions with you in the near future. 

 

					
	Very truly yours,
	
	JEFFERIES INTERNATIONAL LIMITED
		
	By:	 	 /s/ Daryl McDonald

		 	Name:	 	Daryl McDonald
		 	Title:	 	COO Equities EMEA
		
	By:	 	 /s/ Z. Ramdarshan

		 	Name:	 	Z. Ramdarshan
		 	Title:	 	MD

 JEFFERIES LLC 
 as agent
in accordance with the agency provisions on page 1 and Section 9(m) of this Confirmation 
  

			
	By:	 	 /s/ Kerim Tuna

	Name:	 	Kerim Tuna
	Title:	 	Managing Director


  
 25 








 Counterparty hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date. 

 

					
	AEGERION PHARMACEUTICALS, INC.
		
	By:	 	 /s/ Mark J. Fitzpatrick

		 	Name:	 	Mark J. Fitzpatrick
		 	Title	 	CFO


  
 26 








 ANNEX A 

For each Component of the Transaction, the Number of Warrants and Expiration Date is set forth below. 

 

							
	 Component Number
	 	 Number of Warrants
	 	 Expiration Date
	 
	1.	 	3,642	 	 	November 15, 2019	  
	2.	 	3,642	 	 	November 18, 2019	  
	3.	 	3,642	 	 	November 19, 2019	  
	4.	 	3,642	 	 	November 20, 2019	  
	5.	 	3,642	 	 	November 21, 2019	  
	6.	 	3,642	 	 	November 22, 2019	  
	7.	 	3,642	 	 	November 25, 2019	  
	8.	 	3,642	 	 	November 26, 2019	  
	9.	 	3,642	 	 	November 27, 2019	  
	10.	 	3,642	 	 	December 2, 2019	  
	11.	 	3,642	 	 	December 3, 2019	  
	12.	 	3,642	 	 	December 4, 2019	  
	13.	 	3,642	 	 	December 5, 2019	  
	14.	 	3,642	 	 	December 6, 2019	  
	15.	 	3,642	 	 	December 9, 2019	  
	16.	 	3,642	 	 	December 10, 2019	  
	17.	 	3,642	 	 	December 11, 2019	  
	18.	 	3,642	 	 	December 12, 2019	  
	19.	 	3,642	 	 	December 13, 2019	  
	20.	 	3,642	 	 	December 16, 2019	  
	21.	 	3,642	 	 	December 17, 2019	  
	22.	 	3,642	 	 	December 18, 2019	  
	23.	 	3,642	 	 	December 19, 2019	  
	24.	 	3,642	 	 	December 20, 2019	  
	25.	 	3,642	 	 	December 23, 2019	  
	26.	 	3,642	 	 	December 26, 2019	  
	27.	 	3,642	 	 	December 27, 2019	  
	28.	 	3,642	 	 	December 30, 2019	  
	29.	 	3,642	 	 	December 31, 2019	  
	30.	 	3,642	 	 	January 2, 2020	  
	31.	 	3,642	 	 	January 3, 2020	  
	32.	 	3,642	 	 	January 6, 2020	  
	33.	 	3,642	 	 	January 7, 2020	  
	34.	 	3,642	 	 	January 8, 2020	  
	35.	 	3,642	 	 	January 9, 2020	  
	36.	 	3,642	 	 	January 10, 2020	  
	37.	 	3,642	 	 	January 13, 2020	  
	38.	 	3,642	 	 	January 14, 2020	  
	39.	 	3,642	 	 	January 15, 2020	  
	40.	 	3,642	 	 	January 16, 2020	  
	41.	 	3,642	 	 	January 17, 2020	  
	42.	 	3,642	 	 	January 21, 2020	  
	43.	 	3,642	 	 	January 22, 2020	  


  
 A-1 









							
	 Component Number
	 	 Number of Warrants
	 	 Expiration Date
	 
	44.	 	3,642	 	 	January 23, 2020	  
	45.	 	3,642	 	 	January 24, 2020	  
	46.	 	3,642	 	 	January 27, 2020	  
	47.	 	3,642	 	 	January 28, 2020	  
	48.	 	3,642	 	 	January 29, 2020	  
	49.	 	3,642	 	 	January 30, 2020	  
	50.	 	3,642	 	 	January 31, 2020	  
	51.	 	3,642	 	 	February 3, 2020	  
	52.	 	3,642	 	 	February 4, 2020	  
	53.	 	3,642	 	 	February 5, 2020	  
	54.	 	3,642	 	 	February 6, 2020	  
	55.	 	3,642	 	 	February 7, 2020	  
	56.	 	3,642	 	 	February 10, 2020	  
	57.	 	3,642	 	 	February 11, 2020	  
	58.	 	3,642	 	 	February 12, 2020	  
	59.	 	3,642	 	 	February 13, 2020	  
	60.	 	3,642	 	 	February 14, 2020	  
	61.	 	3,642	 	 	February 18, 2020	  
	62.	 	3,642	 	 	February 19, 2020	  
	63.	 	3,642	 	 	February 20, 2020	  
	64.	 	3,642	 	 	February 21, 2020	  
	65.	 	3,642	 	 	February 24, 2020	  
	66.	 	3,642	 	 	February 25, 2020	  
	67.	 	3,642	 	 	February 26, 2020	  
	68.	 	3,642	 	 	February 27, 2020	  
	69.	 	3,642	 	 	February 28, 2020	  
	70.	 	3,642	 	 	March 2, 2020	  
	71.	 	3,642	 	 	March 3, 2020	  
	72.	 	3,642	 	 	March 4, 2020	  
	73.	 	3,642	 	 	March 5, 2020	  
	74.	 	3,642	 	 	March 6, 2020	  
	75.	 	3,642	 	 	March 9, 2020	  
	76.	 	3,642	 	 	March 10, 2020	  
	77.	 	3,642	 	 	March 11, 2020	  
	78.	 	3,642	 	 	March 12, 2020	  
	79.	 	3,642	 	 	March 13, 2020	  
	80.	 	3,642	 	 	March 16, 2020	  
	81.	 	3,642	 	 	March 17, 2020	  
	82.	 	3,642	 	 	March 18, 2020	  
	83.	 	3,642	 	 	March 19, 2020	  
	84.	 	3,642	 	 	March 20, 2020	  
	85.	 	3,642	 	 	March 23, 2020	  
	86.	 	3,642	 	 	March 24, 2020	  
	87.	 	3,642	 	 	March 25, 2020	  
	88.	 	3,642	 	 	March 26, 2020	  
	89.	 	3,642	 	 	March 27, 2020	  
	90.	 	3,642	 	 	March 30, 2020	  


  
 A-2 









							
	 Component Number
	 	 Number of Warrants
	 	 Expiration Date
	 
	91.	 	3,642	 	 	March 31, 2020	  
	92.	 	3,642	 	 	April 1, 2020	  
	93.	 	3,642	 	 	April 2, 2020	  
	94.	 	3,642	 	 	April 3, 2020	  
	95.	 	3,642	 	 	April 6, 2020	  
	96.	 	3,642	 	 	April 7, 2020	  
	97.	 	3,642	 	 	April 8, 2020	  
	98.	 	3,642	 	 	April 9, 2020	  
	99.	 	3,642	 	 	April 13, 2020	  
	100.	 	3,741	 	 	April 14, 2020	  


  
 A-3