Base Warrant Transaction



 Exhibit 10.5 

 

			
		  	




		
		  	Deutsche Bank AG, London Branch
		  	Winchester House
		  	1 Great Winchester Street
		  	London EC2N 2DB
		  	Telephone: 44 20 7545 8000
		
		  	c/o Deutsche Bank Securities Inc.
		  	60 Wall Street
		  	New York, NY 10005
		  	Telephone: 1-212-250-2500
		
		  	Internal Reference Nr.: 481967

  

			
	DATE:	  	April 10, 2012
		
	TO:	  	DFC Global Corp.
	ATTENTION:	  	Eric Erickson; Treasurer
	TELEPHONE:	  	(610) 640-6495
	FACSIMILE:	  	(610) 640-6435
		
	SUBJECT:	  	Base Warrant Transaction

 DEUTSCHE BANK AG IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DEUTSCHE BANK
SECURITIES INC. (“DBSI”) HAS ACTED SOLELY AS AGENT IN CONNECTION WITH THIS TRANSACTION AND HAS NO OBLIGATION, BY WAY OF ISSUANCE, ENDORSEMENT, GUARANTEE OR OTHERWISE WITH RESPECT TO THE PERFORMANCE OF EITHER PARTY UNDER THE TRANSACTION. AS
SUCH, ALL DELIVERY OF FUNDS, ASSETS, NOTICES, DEMANDS AND COMMUNICATIONS OF ANY KIND RELATING TO THIS TRANSACTION BETWEEN DEUTSCHE BANK AG AND COUNTERPARTY SHALL BE TRANSMITTED THROUGH DBSI. DEUTSCHE BANK AG ACTING THROUGH ITS LONDON BRANCH IS NOT A
MEMBER OF THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC). 
 The purpose of this letter agreement (this
“Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Deutsche Bank AG, London Branch (“Dealer”) and DFC Global Corp. (“Counterparty”) on the Trade Date
specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Master Agreement specified below. Dealer is regulated by the Financial Services Authority. 

 

			
	 Chairman of the Supervisory Board: Clemens Börsig
 Management Board: Josef Ackermann (Chairman), Hugo Bänziger, Jürgen Fitschen, Anshuman Jain, Stefan Krause, Hermann-Josef Lamberti, Rainer Neske
	  	Deutsche Bank AG is authorized under German Banking Law (competent authority: BaFin – Federal Financial Supervising Authority) and regulated by the Financial Services Authority
for the conduct of UK business; a member of the London Stock Exchange. Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal Republic of Germany HRB No. 30 000 District Court of Frankfurt am Main; Branch
Registration in England and Wales BR000005; Registered address: Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank Group online: http://www.deutsche-bank.com








 The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the
“Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this
Confirmation shall govern. For purposes of the Equity Definitions, this Transaction shall be deemed to be a Share Option Transaction, and each reference herein to a Warrant shall be deemed to be a reference to a Call or an Option, as context
requires. 
 Each party is hereby advised, and each such party acknowledges, that the other party has engaged in, or refrained from engaging in,
substantial financial transactions and has taken other material actions in reliance upon the parties’ entry into the Transaction to which this Confirmation relates on the terms and conditions set forth below. 

1. This Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which this
Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to, an agreement in the form of the ISDA 1992 Master Agreement (Multicurrency – Cross Border) as if Dealer and Counterparty had executed an agreement (the
“Agreement”) in such form (without any Schedule but with the “Cross-Default” provisions of Section 5(a)(vi) applicable to Counterparty (x) with a “Threshold Amount” of $15,000,000 and (y) the
phrase “or becoming capable at such time of being declared” deleted from clause (1) of such Section 5(a)(vi), and with such other elections set forth in this Confirmation) on the Trade Date. In the event of any inconsistency
between provisions of the Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction. The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be
governed by the Agreement. 
 2. The terms of the particular Transaction to which this Confirmation relates are as follows: 

 

			
	General Terms:
		
	Trade Date:	  	April 10, 2012.
		
	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:	  	Counterparty.
		
	Buyer:	  	Dealer.
		
	Shares:	  	The common stock, par value USD 0.001 per share, of Counterparty (Ticker symbol “DLLR”).
		
	Number of Warrants:	  	For each Component of the Transaction, as provided in Schedule B to this Confirmation.
		
	Warrant Entitlement:	  	One Share per Warrant.
		
	Strike Price:	  	 As provided in Schedule A to this Confirmation.
  

Notwithstanding anything to the contrary in the Agreement, this Confirmation or the Equity Definitions, in no event shall the Strike Price be subject to
adjustment to the extent that, after giving effect to such adjustment, the Strike Price would be less than USD16.53, except for any adjustment pursuant to the terms of this Confirmation and the Equity Definitions in connection with stock splits or
similar changes to Counterparty’s capitalization.



  
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	Premium:	  	As provided in Schedule A to this Confirmation.
		
	Premium Payment Date:	  	April 16, 2012.
		
	Exchange:	  	The NASDAQ Stock Market.
		
	Related Exchange(s):	  	All Exchanges.
		
	Calculation Agent:	  	Dealer. All determinations made by the Calculation Agent shall be made in good faith and in a commercially reasonable manner. Following any determination or calculation by the
Calculation Agent hereunder, upon a written request by Counterparty, the Calculation Agent will provide to Counterparty by e-mail to the e-mail address provided by Counterparty in such written request a report (in a commonly used file format for the
storage and manipulation of financial data) displaying in reasonable detail such determination or calculation, including, where applicable, a description of the methodology and data applied, it being understood that the Calculation Agent shall not
be obligated to disclose any proprietary models used by it for such determination or calculation.
		
	Procedures for Exercise:	  	
		
	In respect of any Component	  	
		
	Expiration Time:	  	The Valuation Time.
		
	Expiration Date(s):	  	As provided in Schedule B 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, the Calculation Agent shall have the
right to elect, in its sole discretion, that the Final Disruption Date shall be the Expiration Date (irrespective of whether such date is a Disrupted Day or an Expiration Date in respect of any other Component for the Transaction) and the Settlement
Price for the Final Disruption Date shall be determined by the Calculation Agent in a commercially reasonable manner. Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any
Expiration Date, (i) the Calculation Agent may determine that such Expiration Date is a Disrupted Day only in part, in which case 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 Settlement Price
for such Disrupted Day may be adjusted by


  
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		  	the Calculation Agent as appropriate on the basis of the nature and duration of the relevant Market Disruption Event. Any day on which the Exchange is scheduled as of the Trade Date
to close prior to its normal closing time shall be considered a Disrupted Day in whole. Section 6.6 of the Equity Definitions shall not apply to any Valuation Date occurring on an Expiration Date.
		
	Final Disruption Date:	  	As provided in Schedule A to this Confirmation.
		
	Automatic Exercise:	  	Applicable; provided that Section 3.4(a) of the Equity Definitions shall apply as if Cash Settlement applied.
		
	Market Disruption Event:	  	 Section 6.3(a) of the Equity Definitions shall be amended by deleting the words “at any time 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” and replacing them with the words “at any time during the regular trading session on the Exchange, without
regard to after hours or any other trading outside of the regular trading session hours”, by amending and restating clause (a)(iii) thereof in its entirety to read as follows: “(iii) an Early Closure that the Calculation Agent determines
is material” and by adding the words “or , (iv) a Regulatory Disruption” after clause (a)(iii) as restated above.
  

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:	  	A “Regulatory Disruption” shall occur if Dealer determines in its reasonable discretion that it is appropriate in light of legal, regulatory or self-regulatory
requirements or related policies or procedures for Dealer to refrain from all or any part of the market activity in which it would otherwise engage in connection with this Transaction.
		
	Disrupted Day:	  	The definition of “Disrupted Day” in Section 6.4 of the Equity Definitions shall be amended by adding the following sentence after the first sentence: “A Scheduled
Trading Day on which a Related Exchange fails to open during its regular trading session will not be a Disrupted Day if the Calculation Agent determines that such failure will not have a material impact on Dealer’s ability to unwind any hedging
transactions related to the Transaction.”
		
	Valuation:	  	
		
	 In respect of any Component
	  	
		
	Valuation Time:	  	Scheduled Closing Time; provided that if the principal trading session is extended, the Calculation Agent shall determine the Valuation Time in its reasonable
discretion.
		
	Valuation Date:	  	The Expiration Date.


  
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	Settlement Terms:
	
	In respect of any Component
		
	Settlement Method:	  	Net Share Settlement.
		
	Net Share Settlement:	  	On each Settlement Date, Counterparty shall deliver to Dealer a number of Shares equal to the Net Share Amount for such Settlement Date to the account specified by Dealer, and cash
in lieu of any fractional shares valued at the Settlement Price for the Valuation Date corresponding to such Settlement Date. If, in the good faith and commercially reasonable judgment of Dealer, the Shares deliverable hereunder would not be
immediately freely transferable by Dealer under Rule 144 (or any successor provision, collectively, “Rule 144”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), then Dealer may elect to
either (x) accept delivery of such Shares notwithstanding the fact that such Shares are not freely transferable by Dealer under Rule 144 or (y) require that such delivery take place pursuant to paragraph 5(j) below.
		
	Net Share Amount:	  	The Option Cash Settlement Amount divided by the Settlement Price, each determined as if Cash Settlement applied.
		
	Settlement Price:	  	On any Valuation Date, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “DLLR <equity> AQR”
(or any successor thereto) in respect of the period from the scheduled opening time of the Exchange to the Scheduled Closing Time on such Valuation Date (or if such volume-weighted average price is unavailable or is manifestly incorrect, the market
value of one Share on such Valuation Date, as determined by the Calculation Agent).
		
	Settlement Date(s):	  	As determined in reference to Section 9.4 of the Equity Definitions, subject to paragraph 5(j) hereof.
		
	Other Provisions Applicable to Net Share Settlement:	  	The provisions of Sections 9.1(c), 9.4 (except that “Settlement Date” shall be as defined above, unless a Settlement Disruption Event prevents delivery of such Shares on
that date), 9.8, 9.9, 9.11 (as modified herein), 9.12 and 10.5 of the Equity Definitions will be applicable, as if “Physical Settlement” applied to the Transaction.
		
	Representation and Agreement:	  	Notwithstanding Section 9.11 of the Equity Definitions, the parties acknowledge that any Shares delivered to Dealer may be, upon delivery, subject to restrictions and limitations
arising from Counterparty’s status as issuer of the Shares under applicable securities laws as a result of the fact that Counterparty is the issuer of the Shares.
		
	Dividends:	  	
		
	Dividend Adjustments:	  	If at any time during the period from but excluding the Trade Date, to and including the final Expiration Date an ex-dividend date for a cash dividend occurs with respect to the
Shares, then the Calculation Agent will adjust the Strike Price, the Number of Warrants, the Warrant Entitlement and other variables as it determines to be commercially reasonable.


  
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	Adjustments:
		
	Method of Adjustment:	  	Calculation Agent Adjustment; provided that the Equity Definitions shall be amended by replacing the words “diluting or concentrative” in Sections 11.2(a), 11.2(c)
(in two instances) and 11.2(e)(vii) with the word “material” and by adding the words “or the Transaction” after the words “theoretical value of the relevant Shares” in Section 11.2(a), 11.2(c) and 11.2(e)(vii);
provided, further that adjustments may be made to account for changes in volatility, expected dividends, stock loan rate and liquidity relative to the relevant Shares.
		
	Extraordinary Events:	  	
		
	New Shares:	  	Section 12.1(i) of the Equity Definitions is hereby amended by deleting the text in clause (i) in its entirety and replacing it with the phrase “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)”.
		
	Share-for-Share:	  	The definition of “Share-for-Share” set forth in Section 12.1(f) of the Equity Definitions is hereby amended by the deletion of the parenthetical in clause (i)
thereof.
		
	Consequence of Merger Events:	  	
		
	Merger Event:	  	Applicable; provided that if an event occurs that constitutes both a Merger Event under Section 12.1(b) of the Equity Definitions and Additional Termination Event under
paragraph 5(f) of this Confirmation, Dealer may elect, in its commercially reasonable judgment, whether the provisions of Section 12.2 of the Equity Definitions or paragraph 5(f) will apply.
		
	 Share-for-Share:
	  	Modified Calculation Agent Adjustment.
		
	 Share-for-Other:
	  	Cancellation and Payment (Calculation Agent Determination).
		
	 Share-for-Combined:
	  	Cancellation and Payment (Calculation Agent Determination); provided that Dealer may elect Component Adjustment.
		
	Consequence of Tender Offers:	  	
		
	Tender Offer:	  	Applicable; provided that if an event occurs that constitutes both a Tender Offer under Section 12.1(d) of the Equity Definitions and Additional Termination Event under
paragraph 5(f) of this Confirmation, Dealer may elect, in its commercially reasonable judgment, whether the provisions of Section 12.3 of the Equity Definitions or paragraph 5(f) will apply.
		
	 Share-for-Share:
	  	Modified Calculation Agent Adjustment.
		
	 Share-for-Other:
	  	Modified Calculation Agent Adjustment.
		
	 Share-for-Combined:
	  	Modified Calculation Agent Adjustment.
		
	Modified Calculation Agent Adjustment:	  	For greater certainty, the definition of “Modified Calculation Agent Adjustment” in Sections 12.2 and 12.3 of the Equity Definitions shall be amended by adding the
following


  
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		  	italicized language after the stipulated parenthetical provision: “(including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity
relevant to the Shares or to this Transaction) from the Exchange Business Day immediately preceding the Announcement Date or the Determination Date, as applicable, to the first Exchange Business Day immediately following the Merger Date
(Section 12.2) or Tender Offer Date (Section 12.3).”.
		
	Announcement Date:	  	The definition of “Announcement Date” in Section 12.1 of the Equity Definitions shall be amended by (i) replacing the word “leads to the” in the third and the
fifth lines thereof with the words “, if completed, would lead to a”, (ii) replacing the words “voting shares” in the fifth line thereof with the word “Shares”, (iii) inserting the words “by any entity” after
the word “announcement” in the second and the fourth lines thereof, (iv) inserting the words “or to explore the possibility of engaging in” after the words “engage in” in the second line thereto and (v) inserting the
words “or to explore the possibility of purchasing or otherwise obtaining” after the word “obtain” in the fourth line thereto.
		
	Announcement Event:	  	If an Announcement Event has occurred, the Calculation Agent shall have the right to determine the economic effect of the Announcement Event on the theoretical value of this
Transaction (including without limitation any change in volatility, stock loan rate or liquidity relevant to the Shares or to this Transaction) (i) at a time that it determines appropriate and commercially reasonable, from the Announcement Date to
the date of such determination (the “Determination Date”), and (ii) on the Valuation Date or on a date on which a payment amount is determined pursuant to Sections 12.7 or 12.8 of the Equity Definitions, from the Announcement Date
or the Determination Date, as applicable, to the Valuation Date or the date on which a payment amount is determined pursuant to Sections 12.7 or 12.8 of the Equity Definitions. If any such economic effect is material, the Calculation Agent will
either (i) adjust the terms of this Transaction to reflect such economic effect or (ii) terminate the Transaction, in which case the Determining Party will determine the Cancellation Amount payable by one party to the other; provided that the
reference in Section 12.8(a) of the Equity Definitions to “Extraordinary Event” shall be replaced for this purpose with a reference to “Announcement Event.” “Announcement Event” shall mean the occurrence of the
Announcement Date of a Merger Event or Tender Offer or of a potential Merger Event or potential Tender Offer.
		
	Composition of Combined Consideration:	  	Not Applicable; provided that, notwithstanding Sections 12.5(b) and 12.1(f) of the Equity Definitions, to the extent that the composition of the consideration for the
relevant Shares pursuant to a Tender Offer or Merger Event could be elected by an actual holder of the Shares, the Calculation Agent will, in its commercially reasonable discretion, determine such composition.
		
	Nationalization, Insolvency or Delisting:	  	Cancellation and Payment (Calculation Agent Determination);


  
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	Nationalization, Insolvency or Delisting:	  	Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also
constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or their
respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any 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 by (i) replacing the phrase “the interpretation” in the third line
thereof with the phrase “, or public announcement of, the formal or informal interpretation” and (ii) by replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge
Position.”
		  	
		
	 Failure to Deliver:
	  	Not Applicable.
		
	 Insolvency Filing:
	  	 Applicable; provided that the definition of “Insolvency Filing” in Section 12.9 of the Equity Definitions shall be
amended by deleting the clause “provided that proceedings instituted or petitions presented by creditors and not consented to by the Issuer shall not be deemed an Insolvency Filing” at the end of such definition and replacing it with the
following: “; or it has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is
presented for its winding-up or liquidation by a creditor and such proceeding is not dismissed, discharged, stayed or restrained in each case within fifteen (15) days of the institution or presentation thereof.”

 
 Section 12.9(b)(i) of the Equity Definitions is hereby amended by adding the
following sentence at the end: “If neither party elects to terminate the Transaction, the Calculation Agent may in its sole discretion adjust the terms of the Transaction upon the occurrence of such an event pursuant to Modified Calculation
Agent Adjustment (as if such event were a Tender Offer).”

		
	 Hedging Disruption:
	  	 Applicable; provided that Section 12.9(a)(v) of the Equity Definitions is hereby modified by inserting the following two
paragraphs at the end of such Section:
  
 “Such inability described in
phrases (A) or (B) above shall not constitute a “Hedging Disruption” unless such inability does not result from factors particular to Hedging Party (such as Hedging Party’s creditworthiness or financial position, or particular actions
or transactions undertaken by the Hedging Party unrelated to the hedging of the Transaction).
  
 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,



  
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		  	any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms.”.
		
	 Increased Cost of Hedging:
	  	Applicable.
		
	 Loss of Stock Borrow:
	  	Applicable; provided that Sections 12.9(a)(vii) and 12.9(b)(iv) of the Equity Definitions are amended by deleting the words “at a rate equal to or less than the Maximum
Stock Loan Rate” and replacing it with the words “at a Borrow Cost equal to or less than the Maximum Stock Loan Rate”.
		
	 Borrow Cost:
	  	The cost to borrow the relevant Shares that would be incurred by a third party market participant borrowing such Shares, as determined by the Calculation Agent on the relevant date
of determination. Such costs shall include (a) the spread below FED-FUNDS that would be earned on collateral posted in connection with such borrowed Shares, net of any costs or fees , and (b) any stock loan borrow fee that would be payable for such
Shares, expressed as fixed rate per annum.
		
	 Maximum Stock Loan Rate:
	  	200 basis points
		
	 Increased Cost of Stock Borrow:
	  	Applicable; provided that (a) Section 12.9(a)(viii) of the Equity Definitions shall be amended by deleting “rate to borrow Shares” and replacing it with
“Borrow Cost” and (b) Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) adding the word “or” immediately before the phrase “(B)”, (ii) deleting subsection (C) in its entirety, (iii) replacing
“either party” in the penultimate sentence with “the Hedging Party”, and (iv) replacing the word “rate” in clauses (X) and (Y) of the final sentence therein with the words “Borrow Cost”.
		
	 Initial Stock Loan Rate:
	  	25 basis points, as adjusted by the Calculation Agent to reflect any subsequent Price Adjustment due to an Increased Cost of Stock Borrow.
		
	 FED FUNDS:
	  	“FED FUNDS” means ,for any day, the rate set forth for such day opposite the caption “Federal funds”, as such rate is displayed on the page “FedsOpen
<Index> <GO>” on the BLOOMBERG Professional Service, or any successor page; provided that if no rate appears for any day on such page, the rate for the immediately preceding day for which a rate does so appear shall be used
for such day.
		
	 Hedging Party:
	  	Dealer or an affiliate of Dealer that is involved in the hedging of this Transaction for all applicable Additional Disruption Events.
		
	Determining Party:	  	Dealer for all applicable Extraordinary Events.
		
	Acknowledgments:	  	
		
	Non-Reliance:	  	Applicable.
		
	Agreements and Acknowledgments Regarding Hedging Activities:	  	Applicable.
		
	Additional Acknowledgments:	  	Applicable.


  
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 3. Mutual Representations, Warranties and Agreements. 

Each of Dealer and Counterparty represents and warrants to, and agrees with, the other party that: 

 

	 	(a)	Commodity Exchange Act. It is an “eligible contract participant” within the meaning of Section 1a(12) of the U.S. Commodity Exchange Act, as
amended (the “CEA”). The Transaction has been subject to individual negotiation by the parties. The Transaction has not been executed or traded on a “trading facility” as defined in Section 1a(33) of the CEA.


  

	 	(b)	Securities Act. It is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, or an “accredited investor” as
defined in Section 2(a)(15)(ii) of the Securities Act. 

  

	 	(c)	ERISA. The assets used in the Transaction (1) are not assets of any “plan” (as such term is defined in Section 4975 of the U.S. Internal
Revenue Code (the “Code”)) subject to Section 4975 of the Code or any “employee benefit plan” (as such term is defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended
(“ERISA”)) subject to Title I of ERISA, and (2) do not constitute “plan assets” within the meaning of Department of Labor Regulation 2510.3-101, 29 CFR Section 2510-3-101. 


4. Representations, Warranties and Agreements of Counterparty. 
 In addition to the representations and warranties in the Agreement and those contained elsewhere herein, Counterparty further represents, warrants and agrees that: 

 

	 	(a)	the representations and warranties of Counterparty set forth in Section 2 of the Purchase Agreement dated as of the Trade Date between Counterparty and Barclays
Capital Inc., as representative of the initial purchasers party thereto (the “Purchase Agreement”) relating to the issuance of USD200,000,000 principal amount of 3.25% senior convertible notes due 2017 (the “Convertible
Notes”), are true and correct and are hereby deemed to be repeated to Dealer as if set forth herein; 

  

	 	(b)	the Shares of Counterparty initially issuable upon exercise of the Warrant (the “Warrant Shares”) have been reserved for issuance by all required
corporate action of Counterparty. The Warrant Shares have been duly authorized and, when delivered 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 pre-emptive or similar rights; 

  

	 	(c)	Counterparty shall promptly provide written notice to Dealer upon obtaining knowledge of the occurrence of any event that would constitute an Event of Default, a
Potential Event of Default, a Potential Adjustment Event, a Merger Event or any other Extraordinary Event; provided, however, that should Counterparty be in possession of material non-public information regarding Counterparty, Counterparty
shall not communicate such information to Dealer; 

  

	 	(d)	(A) Counterparty is acting for its own account, and it has made its own independent decisions to enter into the Transaction and as to whether the Transaction is
appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary, (B) Counterparty is not relying on any communication (written or oral) of Dealer or any of its affiliates as investment
advice or as a recommendation to enter into the Transaction (it being understood that information and explanations related to the terms and conditions of the Transaction shall not be considered investment advice or a recommendation to enter into the
Transaction) and (C) no communication (written or oral) received from Dealer or any of its affiliates shall be deemed to be an assurance or guarantee as to the expected results of the Transaction; 


  
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	 	(e)	Counterparty is entering into the Transaction, solely for the purposes stated in the board resolution authorizing the Transaction and in its public disclosure, and
there is no internal policy, whether written or oral, of Counterparty that would prohibit Counterparty from entering into any aspect of the Transaction, including, but not limited to, the issuance of Shares to be made pursuant hereto;


  

	 	(f)	The Transaction will not violate Rule 13e-1 or Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);


  

	 	(g)	Counterparty is not as of the Trade Date and as of the date on which Counterparty delivers any Termination Delivery Units, and shall not be after giving effect to the
transactions contemplated hereby, “insolvent” (as such term is defined in Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)); 


 

	 	(h)	Counterparty understands, agrees and acknowledges that Dealer has no obligation or intention to register the Transaction under the Securities Act, any state securities
law or other applicable federal securities law; 

  

	 	(i)	each of Counterparty’s filings under the Securities Act, the Exchange Act, or other applicable securities laws that are required to be filed have been filed and
that, as of the respective dates thereof and as of the date of this representation, such filings when considered as a whole (with the more recent such filings deemed to amend inconsistent statements contained in any earlier such filings) do not
contain any misstatement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading;


  

	 	(j)	On the Trade Date and as of the date of on which Counterparty elects to pay cash pursuant to Section 5(i), Counterparty is not in possession of any material non-public
information regarding the Issuer or the Shares. “Material” information for these purposes is any information to which an investor would reasonably attach importance in reaching a decision to buy, sell or hold any securities of the Issuer.


  

	 	(k)	Counterparty is not, and after giving effect to the transactions contemplated hereby will not be, required to register as an “investment company” as such term
is defined in the Investment Company Act of 1940, as amended; 

  

	 	(l)	Counterparty understands, agrees and acknowledges that no obligations of Dealer to it hereunder shall be entitled to the benefit of deposit insurance and that such
obligations shall not be guaranteed by any affiliate of Dealer or any governmental agency; 

  

	 	(m)	without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that Dealer is not making any representations or warranties
with respect to the treatment of the Transaction under any accounting standards, including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives
and Hedging – Contracts in Entity’s Own Equity (or any successor issue statements) or under FASB’s Liabilities & Equity Project; 

  

	 	(n)	Counterparty is not entering into the Transaction for the purpose of (i) creating actual or apparent trading activity in the Shares (or any security convertible
into or exchangeable for the Shares) or (ii) raising or depressing or otherwise manipulating the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange Act;


  

	 	(o)	Counterparty shall deliver to Dealer an opinion of counsel, dated as of the Trade Date and reasonably acceptable to Dealer in form and substance, with respect to the
matters set forth in Section 3(a) of the Agreement and paragraph 4(b) of this Confirmation, containing customary exceptions, assumptions and qualifications, in each case reasonably acceptable to Dealer; 


  
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	 	(p)	Counterparty has not entered into any obligation that would contractually limit it from effecting Net Share Settlement under this Transaction and it agrees not to enter
into any such obligation during the term of this Transaction; 

  

	 	(q)	(x)(A) On the Trade Date, the Shares or securities that are convertible into, or exchangeable or exercisable for Shares, are not, and shall not be, subject to a
“restricted period,” as such term is defined in Regulation M under the Exchange Act (“Regulation M”) other than the distribution of the convertible notes subject to the Purchase Agreement and (B) Counterparty shall
not engage in any “distribution,” as such term is defined in Regulation M, other than a distribution meeting the requirements of the exceptions set forth in sections 101(b)(10) and 102(b)(7) of Regulation M until the second Exchange
Business Day immediately following the Trade Date, and (y)(A) 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, are not, and shall not be, subject to a “restricted period,” as defined in Regulation M and (B) Counterparty shall not engage in any “distribution,” as such term is defined in
Regulation M, other than a distribution meeting the requirements of the exceptions set forth in sections 101(b)(10) and 102(b)(7) of Regulation M, until the second Exchange Business Day immediately following the Settlement Period;


  

	 	(r)	During the Settlement Period and on any other Exercise Date, neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in
Rule 10b-18 of 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, except through Dealer; and 

  

	 	(s)	Counterparty agrees that it (A) will not during the Settlement Period (to the extent within Counterparty’s reasonable control) make, or permit to be made, any
public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction unless such public announcement is made prior to the opening or after the close of the regular trading session on the
Exchange for the Shares; (B) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any such announcement that such announcement has been made; and (C) shall
promptly (but in any event prior to the next opening of the regular trading session on the Exchange) provide Dealer with written notice specifying (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during
the three full calendar months immediately preceding the announcement date that were not effected through Dealer or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for
the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Counterparty to Dealer that such information is true and correct. In addition, Counterparty shall promptly notify Dealer of
the earlier to occur of the completion of such transaction and the completion of the vote by target shareholders. “Merger Transaction” means any merger, acquisition or similar transaction involving a recapitalization as contemplated
by Rule 10b-18(a)(13)(iv) under the Exchange Act. 

 5. Other Provisions: 

 

	 	(a)	Role of Agent. Whenever delivery of funds or other assets is required hereunder by or to Counterparty, such delivery shall be effected through DBSI. In
addition, all notices, demands and communications of any kind relating to the Transaction between Dealer and Counterparty shall be transmitted exclusively through DBSI. 


 

	 	(b)	 Repurchase Notices. Counterparty shall, on any day on which Counterparty effects any repurchase of Shares, promptly give Dealer a written notice
of such repurchase (a “Repurchase 



  
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Notice”) on such day if following such repurchase, the Warrant Equity Percentage as determined on such day is (i) equal to or greater than 8.0% or (ii) greater by 0.5% than
the Warrant Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrant Equity Percentage as of the Trade Date). The “Warrant Equity
Percentage” as of any day is the fraction (A) the numerator of which is the sum of (1) the product of the Number of Warrants in aggregate and the Option Entitlement in respect of the Transaction and (2) aggregate number of
Shares underlying any other warrants bought by Dealer from Counterparty, and (B) the denominator of which is the number of Shares outstanding on such day. Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their
respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a
consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect
to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person may become subject to, as a result of Counterparty’s failure to provide Dealer
with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with
investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or
asserted against the Indemnified Person in respect of the foregoing, such Indemnified Person shall promptly notify Counterparty in writing, and Counterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Counterparty shall not be liable for any settlement
of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Counterparty agrees to indemnify any Indemnified Person from and
against any loss or liability by reason of such settlement or judgment. Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph
that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all
liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect
of any losses, claims, damages or liabilities referred to therein, then Counterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such
losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and
contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction. 

  

	 	(c)	 Transfer or Assignment. Counterparty may not transfer or assign any of its rights or obligations under the Transaction without the prior written
consent of Dealer. Notwithstanding any provision of the Agreement to the contrary, Dealer may, subject to applicable law, freely transfer and assign all of its rights and obligations under the Transaction without the consent of Counterparty, to
(x) any affiliate of Dealer, or (y) to any third party; provided that in the case of clause (x) or (y), Counterparty will not, as a result of such transfer and/or assignment, be required under the Agreement or this Confirmation
to (i) pay to the transferee or assignee an amount greater than the amount that it would have been required to pay to Dealer in the absence of such transfer or assignment or (ii) receive from the transferee or assignee an amount less than
the amount that 



  
 13 










	 	
Counterparty would have received from Dealer in the absence of such transfer or assignment, in each case, based on the circumstances in effect on the date of such transfer or assignment. Dealer
shall provide Counterparty with written notice of any assignment pursuant to clause (x). 

 If at any time at which
(1) the Equity Percentage exceeds 8.0% or (2) Dealer, Dealer Group (as defined below) or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a
“Dealer Person”) under Section 203 of the Delaware General Corporation Law (the “DGCL Takeover Statute”) and under any relevant state corporate law or any state or federal bank holding company or banking laws,
or other federal, state or local regulations or regulatory orders applicable to ownership of Shares (“Applicable Laws”), 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 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 (including, without limitation, “interested stockholder” or “acquiring person” status under the DGCL Takeover Statute) and with respect to which such requirements have not been met or the
relevant approval has not been received minus (y) 1.0% of the number of Shares outstanding on the date of determination (either such condition described in clause (1) or (2), an “Excess Ownership Position”) and
Dealer is unable, after commercially reasonable efforts, to effect a transfer or assignment on pricing terms and within a time period reasonably acceptable to it of all or a portion of the Transaction such that an Excess Ownership Position 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 an Excess Ownership Position no longer exists. In the event that
Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (x) an Early Termination Date had been designated in respect of a
Transaction having terms identical to this Transaction and a Number of Shares equal to the Terminated Portion, (y) Counterparty shall be the sole Affected Party with respect to such partial termination and (z) such Transaction shall be the
only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 5(i) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence). The “Equity Percentage” as of any day is
the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates subject to aggregation with Dealer, for purposes of the “beneficial ownership” test under
Section 13 of the Exchange Act, and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) with Dealer (“Dealer Group”), beneficially own (within the meaning of
Section 13 of the Exchange Act) on such day and (B) the denominator of which is the number of Shares outstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to
purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s
obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. 

 

	 	(d)	 Role of Agent. Each of Dealer and Counterparty acknowledges to and agrees with the other party hereto and to and with the Agent that
(i) the Agent is acting as agent for Dealer under the Transaction pursuant to instructions from such party, (ii) the Agent is not a principal or party to the Transaction, and may transfer its rights and obligations with respect to the
Transaction, (iii) the Agent shall have no responsibility, obligation or liability, by way of issuance, guaranty, endorsement or otherwise in any manner with respect to the performance of either party under the Transaction, (iv) Dealer and
the Agent have not given, and Counterparty is not relying (for purposes of making any investment decision or otherwise) upon, any statements, opinions or representations (whether written or oral) of Dealer or the Agent, other than the
representations expressly set forth in this Confirmation or the Agreement, and (v) each party agrees to proceed solely against the other party, and not the Agent, to collect or recover any money or securities




  
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owed to it in connection with the Transaction. Each party hereto acknowledges and agrees that the Agent is an intended third party beneficiary hereunder. Counterparty acknowledges that the Agent
is an affiliate of Dealer. 

  

	 	(e)	[Reserved.] 

  

	 	(f)	Additional Termination Events. The occurrence of any of the following shall constitute an Additional Termination Event with respect to which
(1) Counterparty shall be the sole Affected Party and (2) the Transaction shall be the sole Affected Transaction; provided that with respect to any of the following Additional Termination Events, Dealer may choose to treat part of
the Transaction as the sole Affected Transaction, and, upon termination of the Affected Transaction, a Transaction 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 and, for the avoidance of doubt, shall be subject to all relevant provisions and adjustments as if an Additional Termination Event had not occurred: 


 

	 	(i)	if at any time Dealer is unable, or reasonably determines that it is inadvisable, to hedge its obligations pursuant to this Transaction in the public market without
registration under the Securities Act or as a result of any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily
adopted by Dealer); 

  

	 	(ii)	a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act, files a Schedule TO or any schedule, form or report under the
Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares of common stock of Counterparty representing more than 50% of the voting
power of common stock of Counterparty entitled to vote generally in the election of directors; 

  

	 	(iii)	a majority of the members of Counterparty’s board of directors does not consist of Continuing Directors (as defined below); 


A “Continuing Director” means a director who either was a member of Counterparty’s board of directors on the
Premium Payment Date or who becomes a member of Counterparty’s board of directors subsequent to that date and whose appointment, election or nomination for election by Counterparty’s shareholders is duly approved by a majority of the
Continuing Directors on Counterparty’s board of directors at the time of such approval, either by specific vote or by approval of the proxy statement issued by Counterparty on behalf of the Counterparty’s board of directors in which such
individual is named as nominee for director. 
  

	 	(iv)	 A consolidation, merger or binding share exchange or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the
properties and assets of Counterparty to another person; provided, however, the following transaction shall not be an Additional Termination Event: (i) any transaction that does not result in any reclassification, conversion,
exchange or cancellation of outstanding shares of the capital stock of Counterparty, (ii) a transaction pursuant to which the holders of the capital stock of Counterparty immediately before such transaction have the entitlement to exercise,
directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in elections of directors of the continuing or surviving or successor person immediately after giving effect to such transaction,
(iii) any merger, share exchange, transfer of assets or similar transaction solely for the purpose of changing the jurisdiction of incorporation of Counterparty and resulting in a reclassification, conversion or exchange of the Shares, if at
all, solely into common stock, ordinary shares or American Depositary Shares of the surviving entity or a direct or 



  
 15 










	 	
indirect parent of the surviving entity or (iv) any consolidation or merger with or into any of the subsidiaries of Counterparty, so long as such merger or consolidation is not part of a
plan or a series of transactions designed to or having the effect of merging or consolidating with any other person; 

  

	 	(v)	the Shares are not listed or admitted for trading on a U.S. national or regional securities exchange; or 


 

	 	(vi)	Counterparty’s stockholders approve any plan or proposal for liquidation of Counterparty. 


Notwithstanding the foregoing, any transaction or event described in clause (ii) or (iv) above will not constitute an Additional
Termination Event if, in connection with such transaction or event, or as a result therefrom, at least 90% of the consideration paid for the Shares (excluding cash payments for fractional Shares, cash payments made pursuant to dissenters’
appraisal rights and cash dividends) consists of shares of common stock traded on any of the New York Stock Exchange, the NASDAQ Global Market or the NASDAQ Global Select Market (or any of their respective successors) (or will be so traded or quoted
immediately following the completion of the relevant transaction). 
  

	 	(g)	No Collateral. Notwithstanding any provision of this Confirmation, the Agreement, Equity Definitions or any other agreement between the parties to the contrary,
the obligations of Counterparty under the Transaction are not secured by any collateral. 

  

	 	(h)	Netting and Setoff. Obligations under the Transaction shall not be netted, recouped or set off (including pursuant to Section 6 of the Agreement) against
any other obligations of the parties, whether arising under the Agreement, this Confirmation, under any other agreement between the parties hereto, by operation of law or otherwise, and no other obligations of the parties shall be netted, recouped
or set off (including pursuant to Section 6 of the Agreement) against obligations under the Transaction, whether arising under the Agreement, this Confirmation, under any other agreement between the parties hereto, by operation of law or
otherwise, and each party hereby waives any such right of setoff, netting or recoupment provided that both parties agree that subparagraph (ii) of Section 2(c) of the Agreement shall apply to the Transaction.


  

	 	(i)	 Alternative Calculations and Counterparty Payment on Early Termination and on Certain Extraordinary Events. If Counterparty owes Dealer any
amount in connection with the Transaction (i) pursuant to Sections 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to holders of Shares as
a result of such event consists solely of cash) or (ii) pursuant to Section 6(d)(ii) of the Agreement (except in the case of an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is
the Affected Party, other than (x) an Event of Default of the type described in Section 5(a)(iii), (v), (vi) or (vii) of the Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii),
(iv), (v) or (vi) of the Agreement that in the case of either (x) or (y) resulted from an event or events outside Counterparty’s control) (a “Payment Obligation”), Counterparty shall satisfy any such Payment
Obligation by delivery of Termination Delivery Units (as defined below), unless Counterparty elects to satisfy any such Payment Obligation by delivering cash (in which case the provisions in Sections 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity
Definitions or Section 6(d)(ii) of the Agreement, as the case may be, shall apply in lieu of the provision set forth in this paragraph below) by giving irrevocable telephonic notice of such election to Dealer, confirmed in writing within one
Scheduled Trading Day, no later than noon New York time on the Early Termination Date or other date the Transaction is cancelled or terminated, as applicable, where such notice shall include a representation and warranty from Counterparty that it is
not, as of the date of the telephonic notice and the date of such written notice, aware of any material non-public information concerning itself or the Shares (where “material” has the meaning set forth in Section




  
 16 










	 	
4(j)). Unless Counterparty timely elects to satisfy any such Payment Obligation by delivering cash, within a commercially reasonable period of time following the relevant Early Termination Date
or other relevant date on which the Transaction is cancelled or terminated, as applicable, Counterparty shall deliver to Dealer a number of Termination Delivery Units having a fair market value (net of any brokerage and underwriting commissions and
fees, including any customary private placement fees) equal to the amount of such Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent as the number of whole Termination Delivery
Units that could be sold over a commercially reasonable period of time to generate proceeds equal to the cash equivalent of such Payment Obligation). In addition, if, in the good faith, commercially reasonable judgment of Dealer, for any reason, the
Termination Delivery Units deliverable pursuant to this paragraph would not be immediately freely transferable by Dealer under Rule 144, then Dealer may elect either to (x) accept delivery of such Termination Delivery Units notwithstanding any
restriction on transfer or (y) require that such delivery take place pursuant to paragraph 5(j) below. If the provisions set forth in this paragraph are applicable, the provisions of Sections 9.8, 9.9, 9.10, 9.11 (modified as described
above) and 9.12 of the Equity Definitions shall be applicable, except that all references to “Shares” shall be read as references to “Termination Delivery Units.” “Termination Delivery Units” means in the case of
a Termination Event, Event of Default or Delisting, one Share or, in the case of Nationalization, Insolvency, Tender Offer or Merger Event, 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 Nationalization, Insolvency, Tender Offer or Merger Event; provided that if such Nationalization, Insolvency, Tender
Offer or Merger Event 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. In the event that an Early Termination Date or Additional Termination
Event occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default and, as a result, Dealer owes an amount to the Counterparty, such amount shall be deemed to be zero. 


 

	 	(j)	Registration/Private Placement Procedures. If, in the reasonable opinion of Dealer, following any delivery of Shares or Termination Delivery Units to Dealer
hereunder, such Shares or Termination Delivery Units would be in the hands of Dealer subject to any applicable restrictions with respect to any registration or qualification requirement or prospectus delivery requirement for such Shares or
Termination Delivery Units pursuant to any applicable federal or state securities law (including, without limitation, any such requirement arising under Section 5 of the Securities Act as a result of such Shares or Termination Delivery Units
being “restricted securities”, as such term is defined in Rule 144 under the Securities Act, or as a result of the sale of such Shares or Termination Delivery Units) (such Shares or Termination Delivery Units, “Restricted
Shares”), then, unless waived by Dealer, delivery of such Restricted Shares shall be effected pursuant to either clause (i) or (ii) below at the election of Counterparty. Notwithstanding the foregoing, solely in respect of any
Daily Number of Warrants exercised or deemed exercised on any Expiration Date, Counterparty shall elect, prior to the first Settlement Date for the first Expiration Date, a Private Placement Settlement (as defined below) or Registered Settlement (as
defined below) for all deliveries of Restricted Shares for all such Expiration Dates which election shall be applicable to all Settlement Dates for such Warrants and the procedures in clause (i) or clause (ii) below shall apply for all
such delivered Restricted Shares on an aggregate basis commencing after the final Settlement Date for such Warrants. The Calculation Agent shall make reasonable adjustments to settlement terms and provisions under this Confirmation to reflect a
single Private Placement or Registered Settlement for such aggregate Restricted Shares delivered hereunder. 

  

	 	(i)	 If Counterparty elects to settle the Transaction pursuant to this clause (i) (a “Private Placement Settlement”), then delivery of
Restricted Shares by Counterparty shall be effected in customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Dealer; provided that Counterparty may not elect a Private Placement Settlement if,
on the date of its 



  
 17 










	 	
election, it has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(2) of the Securities Act for the sale by Counterparty to
Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(1) or Section 4(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer). The
Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer
of the Restricted Shares by Dealer), opinions and certificates, and such other documentation as is customary for private placement agreements involving equity offerings of similar size, all reasonably acceptable to Dealer. In the case of a Private
Placement Settlement, Dealer shall determine the appropriate discount (in the case of settlement of Termination Delivery Units pursuant to paragraph 5(i) above) or any Settlement Price (in the case of settlement of Shares pursuant to Section 2
above) applicable to such Restricted Shares in a commercially reasonable manner and appropriately adjust the number of such Restricted Shares to be delivered to Dealer hereunder. Notwithstanding the Agreement or this Confirmation, the date of
delivery of such Restricted Shares shall be the Scheduled Trading Day following notice by Dealer to Counterparty, of such applicable discount and the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of
doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date described in paragraph 5(i) (in the case of settlement of Termination Delivery Units) or on the Settlement Date (in the case of
settlement in Shares pursuant to Section 2 above). 

 In the event Counterparty shall not have delivered the
full number of Restricted Shares otherwise applicable as a result of the proviso above relating to the Maximum Amount (such deficit, the “Deficit Restricted Shares”), Counterparty shall be continually obligated to deliver, from time
to time until the full number of Deficit Restricted Shares have been delivered pursuant to this paragraph, Restricted Shares when, and to the extent, that (i) Shares are repurchased, acquired or otherwise received by Counterparty or any of its
subsidiaries after the Trade Date (whether or not in exchange for cash, fair value or any other consideration), (ii) Counterparty authorizes Shares reserved for issuance in respect of other transactions prior to such date which prior to the
relevant date become no longer so reserved and (iii) Counterparty additionally authorizes any unissued Shares that are not reserved for other transactions. Counterparty 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 Restricted Shares to be delivered) and promptly deliver such Restricted Shares thereafter. 

In the event of a Private Placement, the Net Share Settlement Amount or the Payment Obligation, respectively, shall be deemed to be the
Net Share Settlement Amount or the Payment Obligation, respectively, plus an additional amount (determined from time to time by the Calculation Agent in its commercially reasonable judgment) attributable to interest that would be earned on
such Net Share Settlement Amount or the Payment Obligation, respectively, (increased on a daily basis to reflect the accrual of such interest and reduced from time to time by the amount of net proceeds received by Dealer as provided herein) at a
rate equal to the open Federal Funds Rate plus the Spread (calculated on an Actual/360 basis) for the period from, and including, such Settlement Date or the date on which the Payment Obligation is due, respectively, to, but excluding, the
related date on which all the Restricted 

  
 18 









 
Shares have been sold or such Shares are no longer Restricted Shares. The foregoing provision shall be without prejudice to Dealer’s rights under the Agreement (including, without
limitation, Sections 5 and 6 thereof). 
 As used in this Section, “Spread” means, with respect to any Net
Share Settlement Amount or Payment Obligation, respectively, the credit spread over the applicable overnight rate that would be imposed if Dealer were to extend credit to Company in an amount equal to such Net Share Settlement Amount or Payment
Obligation, all as determined by the Calculation Agent using its commercially reasonable judgment as of the related Settlement Date or the date on which the Payment Obligation is due, respectively. Commercial reasonableness shall take into
consideration all factors deemed relevant by the Calculation Agent, which are expected to include, among other things, the credit quality of Counterparty (and any relevant affiliates) in the then-prevailing market and the credit spread of similar
companies in the relevant industry and other companies having a substantially similar credit quality. 
  

	 	(ii)	If Counterparty elects to settle the Transaction pursuant to this clause (ii) (a “Registration Settlement”), then Counterparty shall promptly (but
in any event no later than the beginning of the Resale Period (as defined below)) file and use its reasonable best efforts to make effective under the Securities Act a registration statement or supplement or amend an outstanding registration
statement in form and substance reasonably satisfactory to Dealer, to cover the resale of such Restricted Shares (and any Make-whole Shares) in accordance with customary resale registration procedures, including covenants, conditions,
representations, underwriting discounts (if applicable), commissions (if applicable), indemnities due diligence rights, opinions and certificates, and such other documentation as is customary for equity resale underwriting agreements, all reasonably
acceptable to Dealer. If Dealer, in its sole reasonable discretion, is not satisfied with such procedures and documentation Private Placement Settlement shall apply. If Dealer is satisfied with such procedures and documentation, it shall sell the
Restricted Shares pursuant to such registration statement during a period (the “Resale Period”) commencing on the Exchange Business Day following delivery of such Restricted Shares (and any Make-whole Shares) and ending on the
earliest of (i) the Exchange Business Day on which Dealer completes the sale of all Restricted Shares or, in the case of settlement of Termination Delivery Units, a sufficient number of Restricted Shares so that the realized net proceeds of
such sales exceed the Payment Obligation (as defined above) and (ii) the date upon which all Restricted Shares have been sold or transferred pursuant to Rule 144 (or similar provisions then in force) or Rule 145(d)(1) or (2) (or any
similar provision then in force) under the Securities Act. 

  

	 	(iii)	 If (ii) above is applicable and the Net Share Settlement Amount or the Payment Obligation, as applicable, exceeds the realized net proceeds from
such resale, or if (i) above is applicable and the Freely Tradeable Value (as defined below) of the Net Share Settlement Amount or the Payment Obligation (in each case as adjusted pursuant to (i) above), as applicable, exceeds the realized
net proceeds from such resale, Counterparty 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”), at Counterparty’s option, either in cash or in a number of Shares (“Make-whole Shares”; provided that the aggregate number of Shares and Make-whole Shares delivered shall not exceed
the Maximum Amount) that, based on the Settlement Price on the last day of the Resale Period (as if such day 



  
 19 










	 	
was the “Valuation Date” for purposes of computing such Settlement Price), has a value equal to the Additional Amount. The Resale Period shall continue to enable the sale of the
Make-whole Shares. If Counterparty elects to pay the Additional Amount in Make-whole Shares, the requirements and provisions for either Private Placement Settlement or Registration Settlement shall apply to such payment. This provision shall be
applied successively until the Additional Amount is equal to zero, subject to paragraph 5(m) below. “Freely Tradeable Value” means the value of the number of Shares delivered to Dealer which such Shares would have if they were
freely tradeable (without prospectus delivery) upon receipt by Dealer, as determined by the Calculation Agent by commercially reasonable means. 

  

	 	(iv)	Without limiting the generality of the foregoing, Counterparty agrees that any Restricted Shares delivered to Dealer, as purchaser of such Restricted Shares,
(A) may be transferred by and among Dealer and its affiliates and Counterparty shall effect such transfer without any further action by Dealer and (B) after the minimum “holding period” within the meaning of Rule 144(d) under the
Securities Act has elapsed after any settlement date for such Restricted Shares, Counterparty shall promptly remove, or cause the transfer agent for such Restricted Shares to remove, any legends referring to any such restrictions or requirements
from such Restricted Shares upon delivery by Dealer (or such affiliate of Dealer) to Counterparty 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 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). 

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

	 	(k)	Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder, and no delivery hereunder (including
pursuant to paragraphs 5(i), (j), (l) or (m)) shall be made (including, for the avoidance of doubt, upon any “Automatic Exercise” of Warrants hereunder), to the extent (but only to the extent) that, the receipt of any Shares upon such
exercise or delivery would result in the existence of an Excess Ownership Position. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the existence of an
Excess Ownership Position. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery and Dealer’s right to exercise a Warrant shall not be
extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, such exercise or delivery would not result in the
existence of an Excess Ownership Position. 

  

	 	(l)	 Share Deliveries. Counterparty acknowledges and agrees that, to the extent that Dealer is not then an affiliate, as such term is used in Rule
144 under the Securities Act, of Counterparty and has not been such an affiliate of Counterparty for 90 days (it being understood that Dealer shall not be considered such an affiliate of Counterparty solely by reason of its receipt of or right to
receive Shares pursuant to this Transaction), and otherwise satisfies all holding period and other requirements of Rule 144 under the Securities Act applicable to it, any Shares or Termination




  
 20 










	 	
Delivery Units delivered hereunder at any time after 1 year from the Premium Payment Date shall be eligible for resale under Rule 144 under the Securities Act, and Counterparty agrees to promptly
remove, or cause the transfer agent for such Shares or Termination Delivery Units to remove, any legends referring to any restrictions on resale under the Securities Act from the certificates representing such Shares or Termination Delivery Units.
Counterparty further agrees that with respect to any Shares or Termination Delivery Units delivered hereunder at any time after 6 months from the Premium Payment Date but prior to 1 year from the Premium Payment Date, to the extent that Counterparty
then satisfies the current information requirement of Rule 144 under the Securities Act, Counterparty shall promptly remove, or cause the transfer agent for such Shares or Termination Delivery Units to remove, any legends referring to any such
restrictions or requirements from the certificates representing such Shares or Termination Delivery Units upon delivery by Dealer to Counterparty or such transfer agent of customary seller’s and broker’s representation letters in
connection with resales of such Shares or Termination Delivery Units pursuant to Rule 144 under the Securities Act, without any further requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other
document, any transfer tax stamps or payment of any other amount or any other action by Dealer. Counterparty further agrees and acknowledges that Dealer shall run a holding period under Rule 144 under the Securities Act with respect to the Warrants
and/or any Shares or Termination Delivery Units delivered hereunder notwithstanding the existence of any other transaction or transactions between Counterparty and Dealer relating to the Shares. Counterparty further agrees that Shares or Termination
Delivery Units delivered hereunder prior to the date that is 6 months from the Premium Payment Date may be freely transferred by Dealer to its affiliates, and Counterparty shall effect such transfer without any further action by Dealer.
Notwithstanding anything to the contrary herein, Counterparty agrees that any delivery of Shares or Termination Delivery Units shall be effected by book-entry transfer through the facilities of the Clearance System if, at the time of such delivery,
the certificates representing such Shares or Termination Delivery Units would not contain any restrictive legend as described above. Notwithstanding anything to the contrary herein, to the extent the provisions of Rule 144 under the Securities Act
or any successor rule are amended, or the applicable interpretation thereof by the Securities and Exchange Commission or any court changes after the Trade Date, including without limitation to lengthen or shorten the holding periods, the agreements
of Counterparty herein shall be deemed modified to the extent necessary, in the opinion of outside counsel of Counterparty, to comply with Rule 144 under the Securities Act, including Rule 144, as in effect at the time of delivery of the relevant
Shares or Termination Delivery Units. 

  

	 	(m)	Maximum Share Delivery. Notwithstanding any other provision of this Confirmation or the Agreement, in no event will Counterparty be required to deliver more than
5,862,025 Shares (the “Maximum Amount”) in the aggregate to Dealer in connection with the Transaction. 

  

	 	(n)	[Reserved.] 

  

	 	(o)	Tax Disclosure. Notwithstanding anything to the contrary herein, in the Equity Definitions or in the Agreement, and notwithstanding any express or implied claims
of exclusivity or proprietary rights, the parties (and each of their employees, representatives or other agents) are authorized to disclose to any and all persons, beginning immediately upon commencement of their discussions and 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 by either party to the other relating to such tax treatment and tax structure.


  

	 	(p)	Status of Claims in Bankruptcy. Dealer acknowledges and agrees that this Confirmation is not intended to convey to Dealer rights with respect to the Transaction
that are senior to the claims of common stockholders in any U.S. bankruptcy proceedings of Counterparty; provided that nothing herein shall limit or shall be deemed to limit Dealer’s right to pursue remedies in the event of a breach by
Counterparty of its obligations and agreements with respect to the Transaction; provided, further, that nothing herein shall limit or shall be deemed to limit Dealer’s rights in respect of any transactions other than the
Transaction. 


  
 21 










	 	(q)	Securities Contract; Swap Agreement. The parties hereto agree and acknowledge that Dealer is one or more of 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 (A) that 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” or a “transfer” 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,” a “payment
amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “transfer” within the meaning of Section 546 of the Bankruptcy Code, and (B) that Dealer is entitled to the
protections afforded by, among other sections, Section 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 548(d)(2), 555, 560 and 561 of the Bankruptcy Code. 


 

	 	(r)	Right to Extend. Dealer may postpone any potential Expiration Date or postpone or extend 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 Net Share Amount for such Expiration Date), if Dealer determines, in its reasonable discretion based on the advice of counsel, that such
postponement or extension is reasonably necessary or appropriate to preserve Dealer’s or its affiliate’s hedging or hedge unwind activity hereunder in light of existing liquidity conditions or to enable Dealer or its affiliate to effect
purchases or sale of Shares in connection with its hedging, hedge unwind or settlement activity hereunder in a manner that would, if Dealer or such affiliate 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 and/or such affiliate. For the avoidance of doubt, Dealer shall not exercise its rights under this Section 5(r) in a discriminatory manner.


  

	 	(s)	Payments on Early Termination. The parties hereto agree that for the Transaction, for the purposes of Section 6(e) of the Agreement, Second Method and Loss
will apply. The Termination Currency shall be USD. 

  

	 	(t)	Governing Law. The law of the State of New York (without reference to choice of law doctrine). 


 

	 	(u)	Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT,
ACTION OR PROCEEDING RELATING TO THE TRANSACTION. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH A SUIT,
ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THE TRANSACTION, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS PROVIDED
HEREIN. 


  
 22 










	 	(v)	Part 2(b) of the ISDA Schedule – Payee Representation: 

 For the purpose of Section 3(f) of this Agreement, Counterparty makes the following representation to Dealer: 
 Counterparty is a corporation established under the laws of the State of Delaware and is a U.S. person (as that term is defined in Section 7701(a)(30) of the United States Internal Revenue Code of
1986, as amended). 
 For the purpose of Section 3(f) of this Agreement, Dealer makes the following representation to
Counterparty: 
 (A) Each payment received or to be received by it in connection with this Agreement is effectively connected
with its conduct of a trade or business within the United States; and 
 (B) It is a “foreign person” (as that term is
used in Section 1.6041-4(a)(4) of the United States Treasury Regulations) for United States federal income tax purposes. 
  

	 	(w)	Part 3(a) of the ISDA Schedule – Tax Forms: 

 Party Required to Deliver Document 
  

					
	 	  	 Form/Document/Certificate
	  	 Date by which to be Delivered

	Counterparty	  	A complete and duly executed United States Internal Revenue Service Form W-9 (or successor thereto.)	  	(i) Upon execution and delivery of this Agreement; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such Form previously provided by
Counterparty has become obsolete or incorrect.
			
	Dealer	  	A complete and duly executed United States Internal Revenue Service Form W-8ECI (or successor thereto.)	  	(i) Upon execution and delivery of this Agreement; and (ii) promptly upon learning that any such Form previously provided by Dealer has become obsolete or
incorrect.
			
	 Counterparty
 and
Dealer
	  	Any forms required to be delivered pursuant to sections 1471(b) or section 1472(b)(1) of the Code and any other documentation reasonably requested by the other party as it relates
thereto.	  	On or before such forms are prescribed by law to be supplied and otherwise at the time or times reasonably requested by the other party, but in no event before the form and content
of such forms or other documentation are made known by the IRS.

  

	 	(x)	Additional ISDA Schedule Terms 

 (i) Automatic Early Termination. The “Automatic Early Termination” provision of Section 6(a) of the Agreement will not apply to Dealer and will not apply to Counterparty. 

(ii) Consent to Recording. Each party (i) consents to the monitoring or recording, at any time and from time to time, by the
other party of any and all communications between officers or employees of the parties, (ii) waives any further notice of such monitoring or recording, and (iii) agrees to notify (and, if required by law, obtain the consent of) its
officers and employees with respect to such monitoring or recording. Any such recording may be submitted in evidence to any court or in any Proceeding for the purpose of establishing any matters pertinent to this Transaction. 

(iii) Severability. In the event any one or more of the provisions contained in this Confirmation or the Agreement (including the
CSA deemed attached thereto) shall be held illegal, invalid or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby.


  
 23 










	 	(y)	Dealer represents, warrants and agrees that neither it, nor any of its affiliates, is acting as part of a “group” (as that term is defined in
Section 13(d) of the Exchange Act) with respect to the Transaction. 

  

	 	(z)	Foreign Account Tax Compliance Act. (a) For purposes of any Payer Tax Representation, the words “any tax from any payment” shall not include any
tax imposed under Sections 1471 and 1472 of the Internal Revenue Code of 1986, as amended, (or the United States Treasury Regulations or other guidance issued thereunder) (“FATCA Withholding Tax”); and (b) the definition of
“Indemnifiable Tax” shall not include any FATCA Withholding Tax. 

 6. Account Details: 

 

	 	(a)	Account for payments to Counterparty: 

 To be provided by Counterparty 
  

	 	(b)	Account for payments to Dealer: 


To be provided by Dealer 
 Account for delivery of Shares to Dealer: 
 To be provided by Dealer 

7. Offices: 
 The Office of Counterparty
for the Transaction is: Inapplicable, Counterparty is not a Multibranch Party. 
 The Office of Dealer for the Transaction is: Inapplicable,
Dealer is not a Multibranch Party. 
 8. Notices: 
 For purposes of this Confirmation: 
  

	 	(a)	Address for notices or communications to Counterparty: 

 DFC Global Corp. 
 Attention: Eric Erickson; Treasurer 

Telephone No.: (610) 640-6495 
 Facsimile No.: (610) 640-6435 
 1436 Lancaster Avenue 

Berwyn, PA 19312 
  

	 	(b)	Address for notices or communications to Dealer: 

  

			
	To:	  	 Deutsche Bank AG, London Branch

		  	 c/o Deutsche Bank Securities Inc.

	Attn:	  	 Paul Stowell

	Group:	  	 Equities Structuring

		  	 60 Wall Street,
4th Floor

		  	 New York, NY 10005


 Tel: 212-250-6270 
 Email: paul.stowell@db.com 
 Facsimile: 732-460-7499 

  
 24 









 With a copy to: 

 

			
	Attn:	  	Lars Kestner / Dushyant Chadha
	Group:	  	Corporate Equity Derivatives Trading
		  	60 Wall Street, 4th Floor
		  	New York, NY 10005
	Lars Tel:	  	212-250-6043
	Lars Email:	  	lars.kestner@db.com
	Dushyant Tel:	  	212-250-4980
	Dushyant Email:	  	dushyant.chadha@db.com

 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. 
 THE SECURITIES REPRESENTED BY THE CONFIRMATION HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER UNITED STATES FEDERAL OR STATE SECURITIES LAWS; SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF APPROPRIATE REGISTRATION
UNDER SUCH SECURITIES LAWS OR EXCEPT IN A TRANSACTION EXEMPT FROM OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF SUCH SECURITIES LAWS. 

  
 25 









  
 



                 
 Please
confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005, or by fax to (212) 797 8974. 

Very truly yours, 
  

			
	Deutsche Bank AG, London Branch
		
	By:	 	 /s/ Lars Kestner

	Authorized Signatory
	Name: Lars Kestner, Managing Director
		
	By:	 	 /s/ Michael Sanderson

	Authorized Signatory
	Name: Michael Sanderson, Managing Director
	
	Deutsche Bank Securities Inc., acting solely as Agent in connection with the Transaction
		
	By:	 	 /s/ Lars Kestner

	Authorized Signatory
	Name: Lars Kestner, Managing Director
		
	By:	 	 /s/ Michael Sanderson

	Authorized Signatory
	Name: Michael Sanderson, Managing Director


 Accepted and confirmed as of the Trade Date: 

 

			
	DFC GLOBAL CORP.
		
	By:	 	 /s/ William M. Athas

		 	 Name: William M. Athas
 Title:
Senior Vice President, Finance, and Corporate Controller


  

					
	 Chairman of the Supervisory Board: Clemens Börsig
 Management Board: Josef Ackermann (Chairman), Hugo Bänziger, Jürgen Fitschen, Anshuman Jain, Stefan Krause, Hermann-Josef Lamberti, Rainer Neske
	 		  	Deutsche Bank AG is authorized under German Banking Law (competent authority: BaFin – Federal Financial Supervising Authority) and regulated by the Financial Services Authority
for the conduct of UK business; a member of the London Stock Exchange. Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal Republic of Germany HRB No. 30 000 District Court of Frankfurt am Main; Branch
Registration in England and Wales BR000005; Registered address: Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank Group online: http://www.deutsche-bank.com








 SCHEDULE A 
 For purposes of this Transaction, the following terms shall have the following values/meanings: 
  

									
	1.	  	Strike Price:	  	USD26.448.	  		  	
					
	2.	  	Premium:	  	USD13,200,000.	  		  	
					
	3.	  	Final Disruption Date:	  	November 16, 2017.	  		  	








 SCHEDULE B 
 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.	 	58,620	 	July 17, 2017
	2.	 	58,620	 	July 18, 2017
	3.	 	58,620	 	July 19, 2017
	4.	 	58,620	 	July 20, 2017
	5.	 	58,620	 	July 21, 2017
	6.	 	58,620	 	July 24, 2017
	7.	 	58,620	 	July 25, 2017
	8.	 	58,620	 	July 26, 2017
	9.	 	58,620	 	July 27, 2017
	10.	 	58,620	 	July 28, 2017
	11.	 	58,620	 	July 31, 2017
	12.	 	58,620	 	August 1, 2017
	13.	 	58,620	 	August 2, 2017
	14.	 	58,620	 	August 3, 2017
	15.	 	58,620	 	August 4, 2017
	16.	 	58,620	 	August 7, 2017
	17.	 	58,620	 	August 8, 2017
	18.	 	58,620	 	August 9, 2017
	19.	 	58,620	 	August 10, 2017
	20.	 	58,620	 	August 11, 2017
	21.	 	58,620	 	August 14, 2017
	22.	 	58,620	 	August 15, 2017
	23.	 	58,620	 	August 16, 2017
	24.	 	58,620	 	August 17, 2017
	25.	 	58,620	 	August 18, 2017
	26.	 	58,620	 	August 21, 2017
	27.	 	58,620	 	August 22, 2017
	28.	 	58,620	 	August 23, 2017
	29.	 	58,620	 	August 24, 2017
	30.	 	58,620	 	August 25, 2017
	31.	 	58,620	 	August 28, 2017
	32.	 	58,620	 	August 29, 2017
	33.	 	58,620	 	August 30, 2017
	34.	 	58,620	 	August 31, 2017
	35.	 	58,620	 	September 1, 2017
	36.	 	58,620	 	September 5, 2017
	37.	 	58,620	 	September 6, 2017
	38.	 	58,620	 	September 7, 2017
	39.	 	58,620	 	September 8, 2017
	40.	 	58,620	 	September 11, 2017
	41.	 	58,620	 	September 12, 2017
	42.	 	58,620	 	September 13, 2017
	43.	 	58,620	 	September 14, 2017
	44.	 	58,620	 	September 15, 2017
	45.	 	58,620	 	September 18, 2017
	46.	 	58,620	 	September 19, 2017
	47.	 	58,620	 	September 20, 2017
	48.	 	58,620	 	September 21, 2017
	49.	 	58,620	 	September 22, 2017
	50.	 	58,620	 	September 25, 2017









					
	51.	 	58,620	 	September 26, 2017
	52.	 	58,620	 	September 27, 2017
	53.	 	58,620	 	September 28, 2017
	54.	 	58,620	 	September 29, 2017
	55.	 	58,620	 	October 2, 2017
	56.	 	58,620	 	October 3, 2017
	57.	 	58,620	 	October 4, 2017
	58.	 	58,620	 	October 5, 2017
	59.	 	58,620	 	October 6, 2017
	60.	 	58,620	 	October 9, 2017
	61.	 	58,620	 	October 10, 2017
	62.	 	58,620	 	October 11, 2017
	63.	 	58,620	 	October 12, 2017
	64.	 	58,620	 	October 13, 2017
	65.	 	58,620	 	October 16, 2017
	66.	 	58,620	 	October 17, 2017
	67.	 	58,620	 	October 18, 2017
	68.	 	58,620	 	October 19, 2017
	69.	 	58,620	 	October 20, 2017
	70.	 	58,620	 	October 23, 2017
	71.	 	58,620	 	October 24, 2017
	72.	 	58,620	 	October 25, 2017
	73.	 	58,620	 	October 26, 2017
	74.	 	58,620	 	October 27, 2017
	75.	 	58,620	 	October 30, 2017
	76.	 	58,620	 	October 31, 2017
	77.	 	58,620	 	November 1, 2017
	78.	 	58,620	 	November 2, 2017
	79.	 	58,620	 	November 3, 2017
	80.	 	58,640	 	November 6, 2017