Exhibit








Exhibit 10.1






JPMorgan Chase Bank, National Association 
London Branch 
25 Bank Street 
Canary Wharf 
London E14 5JP
England
Opening Transaction
		
	To: 
	MTS Systems Corporation 


		
	From: 
	JPMorgan Chase Bank, National Association, 


London Branch
		
	Re: 
	Base Call Option Transaction - Amended and Restated


Date:     June 13, 2018 	
	
	 




Dear Ladies and Gentlemen:
The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and MTS Systems Corporation (“Counterparty”), as amended and restated hereby as of June 13, 2018 (the “Amendment Date”). This communication constitutes a “Confirmation” as referred to in the Agreement specified below.
Counterparty has requested, and Dealer has agreed, to amend and restate the terms and conditions of the “Confirmation”, as entered into between Dealer and Counterparty as of June 9, 2016 and in effect immediately prior to the Amendment Date (the “Original Confirmation”), as further set forth below. On the Amendment Date, the Original Confirmation shall be replaced in its entirety by this Confirmation, and the Original Confirmation shall thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Confirmation (for the avoidance of doubt, (i) except to evidence the obligations of Counterparty with respect to representations and warranties previously made by Counterparty under the Original Confirmation and the obligations of Counterparty (whether or not contingent) with respect to covenants previously required to have been performed by Counterparty under the Original Confirmation, which obligations are in all respects continuing and in full force and effect and are reaffirmed hereby and (ii) without limitation of any rights of Dealer (including as Calculation Agent and in any other relevant capacity) under the Original Confirmation to adjust or otherwise modify the Transaction or terms thereof in connection with any other transaction or event, or announcement or consummation thereof, occurring on or prior to the Amendment Date).  Accordingly, in consideration of the mutual representations, warranties and agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as set forth herein.
In addition, in consideration of the increase in the Number of Shares from the Original Confirmation and the other provisions set forth herein, the confirmation between the parties hereto regarding the Additional Capped Call Transaction dated June 16, 2016 (the “Additional Capped Call Transaction Confirmation”) shall be of no further force and effect except to evidence the obligations of Counterparty with respect to representations and warranties previously made by Counterparty under the Additional Capped Call Transaction Confirmation and the obligations of Counterparty (whether or not contingent) with respect to covenants previously required to have been performed by Counterparty under the Additional Capped Call Transaction Confirmation, which obligations are in all respects continuing and in full force and effect and are reaffirmed hereby.
JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association.
Main Office 1111 Polaris Parkway, Columbus, Ohio 43240
Registered as a branch in England & Wales branch No. BR000746
Registered Branch Office 25 Bank Street, Canary Wharf, London E14 5JP
Authorised by the Office of the Comptroller of the Currency in the jurisdiction of the USA.
Authorised by the Prudential Regulation Authority. Subject to regulation by the Financial Conduct
Authority and to limited regulation by the Prudential Regulation Authority. Details about the
extent of our regulation by the Prudential Regulation Authority are available from us on request.













1.  This Confirmation is subject to, and incorporates, the definitions and provisions of the 2006 ISDA Definitions (the “2006 Definitions”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the 2006 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). Certain defined terms used herein have the meanings assigned to them in the purchase contract agreement (the “Purchase Contract Agreement”) setting forth the terms and conditions of Counterparty’s purchase contracts offered in connection with Counterparty’s offering of 1,000,000 8.75% tangible equity units (the “TEUs”), as in effect on June 15, 2016. The 1,000,000 purchase contracts (each initially included in one TEU of USD100 stated amount) issued on June 15, 2016 (the “Base Purchase Contracts”) and the 150,000 additional purchase contracts (each initially included in one TEU of USD100 stated amount) issued pursuant to the Underwriters’ option to purchase additional TEUs (the “Optional Purchase Contracts”) are together referred to herein as the “Purchase Contracts.” In the event of any inconsistency between the terms defined in the Purchase Contract Agreement and this Confirmation, this Confirmation shall govern. For the avoidance of doubt, references herein to sections of, or definitions set forth in, the Purchase Contract Agreement are based on the Purchase Contract Agreement as executed on June 15, 2016, for the avoidance of doubt, regardless of whether any Purchase Contracts remain outstanding as of any relevant time during the term of the Options hereunder. Subject to the foregoing, the parties acknowledge that references to the Purchase Contract Agreement herein are references to the Purchase Contract Agreement as in effect on the date of its execution and if the Purchase Contract Agreement is amended, modified or supplemented following the date of its execution (other than any amendment or supplement (x) pursuant to Section 9.01(v) of the Purchase Contract Agreement that, as determined by the Calculation Agent, conforms the Purchase Contract Agreement to the description of Purchase Contracts in the prospectus supplement for the TEUs or (y) otherwise as mutually agreed upon between the Dealer and the Counterparty), any such amendment, modification or supplement will be disregarded for purposes of this Confirmation unless the parties agree otherwise in writing.


Counterparty is hereby advised, and Counterparty acknowledges, that Dealer 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.
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 be subject to an agreement (the “Agreement”) in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) as if Dealer and Counterparty had executed an agreement in such form on the date hereof (but without any Schedule except for the election of Loss and Second Method and US Dollars (“USD”) as the Termination Currency.
All provisions contained in, or incorporated by reference to, the Agreement will govern this Confirmation except as expressly modified herein. In the event of any inconsistency among this Confirmation, the Equity Definitions, the 2006 Definitions or the Agreement, the following shall prevail in the order of precedence indicated: (i) this Confirmation; (ii) the Equity Definitions; (iii) the 2006 Definitions; and (iv) the Agreement. For the avoidance of doubt, except to the extent of an express conflict, the application of any provision of this Confirmation, the Agreement, the Equity Definitions or the 2006 Definitions shall not be construed to exclude or limit any other provision of this Confirmation, the Agreement, the Equity Definitions or the 2006 Definitions.
The Transaction hereunder shall be the sole Transaction under the Agreement. If there exists any ISDA Master Agreement between Dealer and Counterparty or any confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between Dealer and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which Dealer and Counterparty are parties, the Transaction shall not be considered a Transaction under, or otherwise governed by, such existing or deemed ISDA Master Agreement.


For the avoidance of doubt, references to Purchase Contracts herein will refer to a “single Purchase Contract” (within the meaning of the Purchase Contract Agreement) that is, initially, included in one TEU of USD 100.00 stated amount per TEU, whether such Purchase Contract is a “Component Purchase Contract” or a “Separate Purchase Contract” (each as defined in the Purchase Contract Agreement) and will assume that the Purchase Contracts and Purchase Contract Agreement remain outstanding for so long as any Option hereunder remains outstanding.


2.  The Transaction constitutes a Share Option Transaction for purposes of the Equity Definitions. The terms of the particular Transaction to which this Confirmation relates are as follows:
General Terms:    
		
	Trade Date: 
	June 9, 2016 











		
	Effective Date: 
	June 15, 2016


		
	Option Style: 
	European, as described under “Procedures for Exercise” below.


		
	Option Type: 
	Call 


		
	Seller: 
	Dealer


		
	Buyer: 
	Counterparty 


		
	Shares: 
	The Common Stock of Counterparty, par value USD$0.25 per Share (Ticker Symbol: “MTSC”).


		
	Number of Options: 
	1,438,052. For the avoidance of doubt, the Number of Options outstanding shall be reduced by each exercise of Options hereunder.


		
	Option Entitlement: 
	One Share per Option.


		
	Excluded Adjustment: 
	Any adjustment to, or determination of, the settlement rate for the Purchase Contracts and/or the “Fixed Settlement Rates” (as defined in the Purchase Contract Agreement), in each case, pursuant to Section 4.06(a), 4.07(a), 4.08(a) and 4.09(c)(ii) of the Purchase Contract Agreement.


		
	Discretionary Adjustment: 
	Any adjustment to the “Fixed Settlement Rates” (as defined in the Purchase Contract Agreement) pursuant to Section 5.01(c) of the Purchase Contract Agreement.


		
	Strike Price: 
	USD50.40


		
	Cap Price: 
	Immediately prior to the Amendment Date, USD58.80, and thereafter, the Adjusted Cap Price (as defined in Annex A).


		
	Number of Shares: 
	As of any date, a number of Shares equal to the product of the Number of Options and the Option Entitlement.


		
	Premium: 
	USD4,830,000.00 


		
	Premium Payment Date:
	The Effective Date


		
	Exchange:
	The NASDAQ Global Select Market


		
	Related Exchange:
	All Exchanges


Procedures for Exercise:    
		
	Expiration Time:
	At the close of trading of the regular trading session on the Exchange; provided that if the regular trading session on the Exchange is extended, the Calculation Agent shall determine the Expiration Time in a commercially reasonable manner


		
	Exercise Date: 
	The Expiration Date.  


		
	Expiration Date: 
	The last Trading Day of the Final Averaging Period.


Automatic Exercise on
		
	Expiration Date: 
	Applicable; and means that the Number of Options for the Transaction will be deemed to be automatically exercised at the Expiration Time on the Expiration Date if at such time such Options are In-the-Money, as determined by the Calculation Agent, unless Buyer notifies Seller (in writing) prior to the Expiration Time on such Expiration Date that it does not wish Automatic Exercise to occur with respect to the Transaction, in which case Automatic Exercise will not apply with respect to the Transaction. “In-the-Money” means, for any Option, that the number of Net Shares that would be deliverable by Dealer with respect to such Option would be greater than zero, were such Option exercised on the relevant Expiration Date.


Dealer’s Telephone Number 
and Telex and/or Facsimile Number 
and Contact Details for purpose of 









		
	Giving Notice: 
	As specified in Section 6(b) below.


Settlement Terms:    
		
	Settlement Method: 
	Net Share Settlement 


		
	Net Share Settlement: 
	Dealer will deliver to Counterparty, on the relevant Settlement Date, a number of Shares equal to the Net Shares in respect of any Option exercised or deemed exercised hereunder. In no event will the Net Shares be less than zero.


		
	Net Shares:
	In respect of any Option exercised or deemed exercised, a number of Shares equal to the sum of the quotients, for each Trading Day during the Final Averaging Period, of (i) (A) the Option Entitlement on such Trading Day, multiplied by (B) (1) the amount by which the Cap Price exceeds the Strike Price, if the Daily VWAP on such Trading Day is equal to or greater than the Cap Price, (2) the amount by which such Daily VWAP exceeds the Strike Price, if such Daily VWAP is greater than the Strike Price but less than the Cap Price or (3) zero, if such Daily VWAP is less than or equal to the Strike Price, divided by (C) such Daily VWAP, divided by (ii) the number of Trading Days in the Final Averaging Period.


Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Shares valued at the arithmetic average of the Daily VWAP for the last Trading Day of the Final Averaging Period.
For the avoidance of doubt, in no event will Dealer or the Calculation Agent take into account any Excluded Adjustment or Discretionary Adjustment in determining the Net Shares in respect of any Option exercised or deemed exercised in respect of any Relevant Purchase Contracts.
		
	Daily VWAP: 
	On any Trading Day, the per Share volume-weighted average price as displayed on Bloomberg page “MTSC <Equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such Trading Day (or if such volume-weighted average price is unavailable at such time, the market value of one Share on such Trading Day, as determined by the Calculation Agent using, if practicable, a volume-weighted average method). The Daily VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.


		
	Valuation Disruption:
	The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by (A) 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 inserting the words “at any time on any Scheduled Trading Day during the Amendment Averaging Period or Final Averaging Period” after the word “material,” in the third line thereof and (B) by replacing the words “or (iii) an Early Closure.” therein with “(iii) an Early Closure, or (iv) a Regulatory Disruption.”.


Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.
For each Disrupted Day that occurs during the Final Averaging Period or Amendment Averaging Period, Dealer may in its discretion postpone any one or more Scheduled Trading Days during the Final Averaging Period or Amendment Averaging Period, as applicable, in whole or in part.  It shall constitute an additional Potential Adjustment Event if any Scheduled Trading Day during the Amendment Averaging Period or Final Averaging Period, as the case may be, is postponed pursuant to the foregoing sentence, in which case the Calculation Agent may, in its commercially reasonable discretion, adjust any relevant terms of the Transaction as necessary to 









account for the economic effect on the Transaction of such postponement.
For each Disrupted Day that occurs during the Amendment Averaging Period (as defined in Annex A) or Final Averaging Period, the Calculation Agent may also determine that (i) such Disrupted Day is a Disrupted Day in full, in which case (x) the Daily VWAP for such Disrupted Day shall not be included for purposes of determining the Average VWAP Price (as defined in Annex A) or (y) such Disrupted Day shall not be considered for purposes of determining the Net Shares (in which case, the Calculation Agent shall adjust the calculation of Net Shares in a commercially reasonable manner), as applicable, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case, the Daily VWAP for such Disrupted Day shall be determined by the Calculation Agent based on transactions in the Shares on such Disrupted Day taking into account the nature and duration of the relevant Market Disruption Event, and the weighting of the Daily VWAP, for the relevant Exchange Business Days during the Amendment Averaging Period or Final Averaging Period, as applicable, shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Average VWAP Price or Net Shares, as applicable, with such adjustments based on, among other factors, the nature and duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares.
In the event that nine consecutive Scheduled Trading Days during the Final Averaging Period or Amendment Averaging Period are Disrupted Days, the Calculation Agent may deem such ninth Scheduled Trading Day to be the last Trading Day of the Final Averaging Period or Amendment Averaging Period, as applicable, and determine the Net Shares or Average VWAP Price, as the case may be, in a commercially reasonable manner.
		
	Regulatory Disruption:
	Any event that Dealer, in its discretion, determines makes it appropriate, with regard to 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), for Dealer to refrain from or decrease any market activity in connection with the Transaction.


		
	Trading Day:
	A day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on the Exchange or, if the Shares are not then listed on the Exchange, on the principal other United States national or regional securities exchange on which the Shares are then listed or, if the Shares are not then listed on a United States national or regional securities exchange, on the principal other market on which the Shares are then listed or admitted for trading. If the Shares are not so listed or admitted for trading, “Trading Day” means a Business Day.


		
	Settlement Date: 
	The date one Settlement Cycle immediately following the last Trading Day of the Final Averaging Period.


		
	Final Averaging Period:
	The 60 consecutive Scheduled Trading Day period set forth in Annex B, subject to “Valuation Disruption”, above.


		
	Other Applicable Provisions: 
	The provisions of Sections 9.8, 9.9 and 9.11 of the Equity Definitions will be applicable as if “Physical Settlement” applied to the Transaction; provided that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws that exist as a result of the fact that Counterparty is the issuer of the Shares.


		
	Restricted Certificated Shares: 
	Notwithstanding anything to the contrary in the Equity Definitions, Dealer may, in whole or in part, deliver Shares required to be delivered to Counterparty hereunder in certificated form in lieu of delivery through the 











Clearance System. With respect to such certificated Shares, the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by deleting the remainder of the provision after the word “encumbrance” in the fourth line thereof.
Adjustments:    
		
	Method of Adjustment:
	Notwithstanding Section 11.2 of the Equity Definitions, and except in the circumstances set forth in Section 8(t), upon the occurrence of any event or condition set forth in Section 5.01(a)(i), 5.01(a)(ii), 5.01(a)(iii), 5.01(a)(iv), 5.01(a)(v) or 5.01(e) of the Purchase Contract Agreement, for the avoidance of doubt, regardless of whether any Purchase Contracts remain outstanding (a “Potential Adjustment Event”) that Calculation Agent determines would result in an adjustment under the Purchase Contract Agreement, the Calculation Agent shall, acting in good faith and in a commercially reasonable manner, make a commercially reasonable adjustment in respect of any one or more of the Strike Price, the Number of Options, the Option Entitlement, the nature of the “Shares” and any other term relevant to the exercise, settlement or payment of the Transaction, subject to “Discretionary Adjustments” below. Immediately upon the occurrence of any Potential Adjustment Event, Counterparty shall notify the Calculation Agent of such Potential Adjustment Event; and once the adjustments to be made to the terms of the Purchase Contract Agreement and the Purchase Contracts in respect of such Potential Adjustment Event have been determined, Counterparty shall immediately notify the Calculation Agent in writing of the details of such adjustments.


For the avoidance of doubt, Dealer shall not have any delivery or payment obligation hereunder, and no adjustment shall be made to the terms of the Transaction, on account of (x) any distribution of cash, property or securities by Counterparty to holders of the Purchase Contracts (upon settlement or otherwise; and whether constituting payments, deliveries and/or proceeds in respect of the Purchase Contract Settlement Fund or otherwise) or (y) any other transaction in which holders of the Purchase Contracts are entitled to participate, in each case, in lieu of an adjustment under the Purchase Contract Agreement of the type referred to in the immediately preceding paragraph (including, without limitation, pursuant to the second paragraph of Section 5.01(a)(iv) of the Purchase Contract Agreement).
		
	Discretionary Adjustments: 
	Notwithstanding anything to the contrary herein or in the Equity Definitions, the Calculation Agent, acting in good faith and in a commercially reasonable manner, will determine any adjustment to be made to any one or more of the Strike Price, Number of Options, Option Entitlement the nature of the “Shares” and any other variable relevant to the exercise, settlement or payment of or under the Transaction in a commercially reasonable manner and, for the avoidance of doubt, notwithstanding anything herein to the contrary, the Net Shares shall be calculated on the basis of such adjustments by the Calculation Agent, notwithstanding any actual adjustment or determination made by Counterparty under the Purchase Contract Agreement.


		
	Dividends: 
	If the Calculation Agent determines that (i) at any time during the period from and including the Trade Date, to but excluding the Expiration Date, an ex-dividend date for a regular quarterly cash dividend occurs with respect to the Shares (an “Ex-Dividend Date”) and that dividend is less than the Regular Dividend on a per Share basis or (ii) no Ex-Dividend Date for a regular quarterly cash dividend occurs with respect to the Shares in any quarterly dividend period of Counterparty, then the Calculation Agent will adjust the Cap Price to account for the economic effect on the Transaction of such dividend or lack thereof, and, for the avoidance of doubt, any such adjustments shall be taken into account in calculating the Net Shares. 











“Regular Dividend” shall mean USD0.30 per Share. Upon the occurrence of any event that the Calculation Agent determines would result in an adjustment to the “Initial Dividend Threshold” (as defined in the Purchase Contract Agreement) for the Purchase Contracts pursuant to the Purchase Contract Agreement, the Calculation Agent will make a commercially reasonable adjustment to the Regular Dividend for the Transaction, for the avoidance of doubt, regardless of whether any Purchase Contracts remain outstanding.
Extraordinary Events:    
		
	Merger Events:
	Notwithstanding Section 12.1(b) of the Equity Definitions, “Merger Event” shall mean any “Reorganization Event” (as defined in the Purchase Contract Agreement, for the avoidance of doubt, regardless of whether any Purchase Contracts remain outstanding), except in the circumstances provided in Section 8(t).


		
	Tender Offers: 
	Not Applicable, except in the circumstances provided in Section 8(t).


		
	Consequences of Merger Events:
	Notwithstanding Section 12.2 of the Equity Definitions, upon the occurrence of a Merger Event, the Calculation Agent shall make a commercially reasonable adjustment to the terms relevant to the exercise, settlement or payment of the Transaction (other than the Regular Dividend, it being understood that the Regular Dividend remains subject to adjustment under “Dividends” above), subject to “Discretionary Adjustments” above; provided that such adjustment shall be made without regard to any adjustment to the settlement rate for the Purchase Contracts and/or the “Fixed Settlement Rates” (as defined in the Purchase Contract Agreement), in each case, pursuant to an Excluded Adjustment or a Discretionary Adjustment; provided further that if, with respect to a Merger Event, (i) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is not a corporation or limited liability company that is treated as a corporation for U.S. federal income tax purposes, organized and existing under the laws of the United States of America, any State thereof or the District of Columbia or (ii) the Counterparty to the Transaction, following such Merger Event, will not be a corporation or limited liability company that is treated as a corporation for U.S. federal income tax purposes, organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, in each case, Dealer may elect in its sole discretion that Cancellation and Payment (Calculation Agent Determination) shall apply.


Notice of Merger Consideration and
		
	Consequences: 
	Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in any event prior to the relevant merger date) notify the Calculation Agent of (i) in the case of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the weighted average of the types and amounts of consideration to be received by the holders of Shares that affirmatively make such an election (or of all holders of Shares if none makes an election), and (ii) the details of the adjustment to be made under the Purchase Contract Agreement in respect of such Merger Event.


Consequences of Announcement 
		
	Events: 
	Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the word “shall” in the second line shall be replaced with “may”, the phrase “exercise, settlement, payment or any other terms of the Transaction (including, 











without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)”, and (z) for the avoidance of doubt, the Calculation Agent may determine whether the relevant Announcement Event has had an economic effect on the Transaction (and, if so, may adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable.
		
	Announcement Event: 
	(i) The public announcement by any entity of (x) any transaction or event that, if completed, would constitute a Merger Event or Tender Offer, (y) any potential acquisition by Issuer and/or its subsidiaries where the aggregate consideration exceeds 15% of the market capitalization of Issuer or its affiliates as of the date of such announcement (an “Acquisition Transaction”) or (z) the intention to enter into a Merger Event or Tender Offer or an Acquisition Transaction, (ii) the public announcement by Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender Offer or an Acquisition Transaction or (iii) any subsequent public announcement by any entity of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i) or (ii) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the Calculation Agent. For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” (A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (B) “Tender Offer” shall mean such term as defined under Section 12.1(d) of the Equity Definitions.


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 Shares are not immediately re-listed, re-traded or requoted 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 requoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange.


		
	Additional Termination Event(s): 
	Notwithstanding anything to the contrary in the Equity Definitions, if, as a result of an Extraordinary Event, the Transaction would be cancelled or terminated (whether in whole or in part) pursuant to Article 12 of the Equity Definitions, an Additional Termination Event (with the Transaction (or the cancelled or terminated portion thereof) being the Affected Transaction and Counterparty being the sole Affected Party) shall be deemed to occur, and, in lieu of Sections 12.7, 12.8 and 12.9 of the Equity Definitions, Section 6 of the Agreement shall apply to such Affected Transaction.


Additional Disruption Events:    









		
	(a)   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”, (ii) by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; and provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)” and (ii) adding the words “, or holding, acquiring or disposing of Shares or any Hedge Positions relating to,” after the words “obligations under” in clause (Y) thereof.


		
	(b)  Failure to Deliver: 
	Applicable


		
	(c)  Insolvency Filing: 
	Applicable


		
	(d)  Hedging Disruption: 
	Applicable; provided that:


(i) Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following sentence at the end of such Section:
“For the avoidance of doubt, (i) the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk, and (ii) the transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing and other terms.”; and
(ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”.
		
	(e)  Increased Cost of Hedging:
	Applicable


		
	Hedging Party: 
	Dealer 


		
	Determining Party: 
	Dealer 


		
	Non-Reliance: 
	Applicable 


Agreements and Acknowledgments     
		
	Regarding Hedging Activities: 
	Applicable 


		
	Additional Acknowledgments: 
	Applicable


		
	3.  
	Calculation Agent:     Dealer. Notwithstanding anything to the contrary in this Confirmation, all determinations by Dealer shall be made in good faith and in a commercially reasonable manner in order to produce a commercially reasonable result. Following any determination or calculation by the Calculation Agent hereunder, upon a written request by Counterparty, the Calculation Agent will promptly and timely, 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 the basis for such determination or calculation (including any quotations, market data or information from internal sources used in making such determination or calculation, as applicable, but without disclosing the Calculation Agent’s proprietary or confidential models or other information that may be proprietary or confidential).











4.    Account Details:
Dealer Payment Instructions:
To be provided by Dealer.
Counterparty Payment Instructions:
To be provided by Counterparty.
5.    Offices:
The Office of Dealer for the Transaction is: London 
JPMorgan Chase Bank, National Association 
London Branch 
25 Bank Street 
Canary Wharf 
London E14 5JP
England
The Office of Counterparty for the Transaction is:
Inapplicable, Counterparty is not a Multibranch Party.
6.    Notices: For purposes of this Confirmation:
(a)Address for notices or communications to Counterparty:
		
	To:
	MTS Systems Corporation 


14000 Technology Drive
Eden Prairie, Minnesota 55344
		
	Attn: 
	Mardy Hartstack, Director of Tax and Treasury


		
	Telephone: 
	(952) 937-4922


		
	Email: 
	mardy.hartstack@mts.com




(b)Address for notices or communications to Dealer:
JPMorgan Chase Bank, National Association 
EDG Marketing Support 
		
	Email: 
	edg_notices@jpmorgan.com 


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




With a copy to:


		
	Attention: 
	Santosh Sreenivasan 


		
	Title: 
	Managing Director 


Head of Equity-Linked Capital Markets, Americas 
		
	Telephone No: 
	(212) 622-5604 


		
	Email: 
	santosh.sreenivasan@jpmorgan.com






7.    Representations and Agreements:
(a)In addition to the representations in the Agreement and those contained elsewhere herein, Counterparty represents to and for the benefit of, and agrees with, Dealer as follows, as of the Trade Date and the Amendment Date:
(i)On each of the Trade Date and the Amendment Date, and as of the date of any Notice of Share Termination under (and as defined in) Section 8(c) below, Counterparty is not aware of any material nonpublic information regarding Counterparty or the Shares.









(ii)Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that neither Dealer nor any of its affiliates is making any representations or warranties or taking any position or expressing any view with respect to the treatment of the Transaction under any accounting standards including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, or ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity (or any successor issue statements).
(iii)Without limiting the generality of Section 3(a)(iii) of the Agreement, the Transaction will not violate Rule 13e-1 or Rule 13e-4 under the Exchange Act.
(iv)Prior to the Trade Date, Counterparty delivered to Dealer a resolution of Counterparty’s board of directors (or an authorized committee thereof) authorizing the Original Confirmation, the Additional Capped Call Transaction Confirmation and any additional actions to be performed by Counterparty in connection therewith (including, but not limited to, the Transaction), and approving the Original Confirmation, the Additional Capped Call Transaction Confirmation and any additional actions to be performed by Counterparty in connection therewith (including, but not limited to, the Transaction) and any related hedging activity for purposes of Section 302A.673 of the Minnesota Business Corporation Act, and such other certificate or certificates as Dealer shall reasonably request.
(v)Counterparty is not entering into this Confirmation or this amendment to this Confirmation to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) or otherwise in violation of the Exchange Act. 
(vi)Counterparty is not, and after giving effect to the transactions contemplated hereby will not be, required to register as, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.
(vii)On each of the Trade Date, the Premium Payment Date and the Amendment Date, Counterparty is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and Counterparty would be able to purchase the Number of Shares in compliance with the laws of the jurisdiction of Counterparty’s incorporation.
(viii)The representations and warranties of Counterparty set forth in Section 3 of the Agreement and Section 6 of the Underwriting Agreement, dated as of June 9, 2016, between Counterparty, J.P. Morgan Securities LLC and Wells Fargo Securities LLC as representatives of the Underwriters party thereto (the “Underwriting Agreement”) are true and correct as of the Trade Date and the Effective Date and are hereby deemed to be repeated to Dealer as if set forth herein.
(ix)No state or local (including non-U.S. jurisdictions) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares.
(x)Counterparty (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD50 million.
(b)Each of Dealer and Counterparty agrees and represents that it is an “eligible contract participant” as defined in Section 1a(18) of the U.S. Commodity Exchange Act, as amended, and is entering into the Transaction as principal (and not as agent or in any other capacity, fiduciary or otherwise) and not for the benefit of any third party.
(c)Each of Dealer and Counterparty acknowledges that the offer and sale of the Transaction to it is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(a)(2) thereof. Accordingly, Counterparty represents and warrants to Dealer that (i) it has the financial ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment and its investments in and liabilities in respect of the Transaction, which it understands are not readily marketable, are not disproportionate to its net worth, and it is able to bear any loss in connection with the Transaction, including the loss of its entire investment in the Transaction, (ii) it is an “accredited investor” as that term is defined in Regulation D as promulgated under the Securities Act, (iii) it is entering into the Transaction for its own account and without a view to the distribution or resale thereof, (iv) the assignment, transfer or other disposition of the Transaction has not been and will not be registered under the Securities Act and is restricted under this Confirmation, the Securities Act and state securities laws, and (v) its financial condition is such that it has no need for liquidity with respect to its investment in the Transaction and no need to dispose of any portion thereof to satisfy any existing or contemplated undertaking 









or indebtedness and is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transaction.
(d)Each of Dealer and Counterparty agrees and acknowledges that Dealer is a “financial institution” and “financial participant” within the meaning of Sections 101(22) and 101(22A) of the Bankruptcy Code. The parties hereto further agree and acknowledge (A) that this Confirmation is a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “settlement payment” within the meaning of Section 546 of the Bankruptcy Code, and (B) that Dealer is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(27), 362(o), 546(e), 546(j), 548(d)(2), 555 and 561 of the Bankruptcy Code.
(e)Counterparty shall deliver to Dealer (i) an incumbency certificate, dated as of the Premium Payment Date, of Counterparty in customary form, (ii) an opinion of counsel, dated as of the Premium Payment 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 Section 7(a)(vi) hereof and such other matters as Dealer may reasonably request, (iii) on or prior to the Amendment Date, an incumbency certificate, dated as of the Amendment Date, of Counterparty in customary form and (iv) on or prior to the Amendment Date, an opinion of counsel, dated as of the Amendment 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 Section 7(a)(vi) hereof and such other matters as Dealer may reasonably request.
(f)Counterparty understands that notwithstanding any other relationship between Counterparty and Dealer and its affiliates, in connection with this Transaction and any other over-the-counter derivative transactions between Counterparty and Dealer or its affiliates, Dealer or its affiliates is acting as principal and is not a fiduciary or advisor in respect of any such transaction, including any entry, exercise, amendment, unwind or termination thereof.
(g)Counterparty is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Counterparty, other than (i) a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M and (ii) the distribution of the TEUs.  Counterparty shall not, until the second Scheduled Trading Day immediately following the third Exchange Business Day immediately prior to the Premium Payment Date, engage in any such distribution.
8.    Other Provisions:
(a)Right to Extend. Dealer may postpone or add, in whole or in part, any Exercise Date or Settlement Date or any other date of valuation or delivery by Dealer, with respect to some or all of the relevant Options (in which event the Calculation Agent shall make appropriate adjustments to the Net Shares), if Dealer determines that such extension is reasonably necessary or appropriate to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions in the cash market, the stock borrow market or other relevant market or to enable Dealer to effect purchases of Shares or Share Termination Delivery Units in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer).
(b)Additional Termination Events. Notwithstanding anything to the contrary in this Confirmation, if an event of default with respect to Counterparty occurs under the terms of the amortizing notes offered as a component of the TEUs together with the Purchase Contracts (the “Amortizing Notes”) as set forth in Section 4.02 of the First Supplemental Indenture for the Amortizing Notes (for the avoidance of doubt, regardless of whether any Amortizing Notes and/or the First Supplemental Indenture for the Amortizing Notes remain outstanding), then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement.
(c)Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If Dealer shall owe Counterparty any amount pursuant to Section 6(d)(ii) of the Agreement (a “Payment Obligation”), Counterparty shall have the right, in its sole discretion, to require Dealer to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) by giving irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day (which written confirmation shall contain the representation and warranty set forth in Section 7(a)(i)), no later than 9:30 A.M., New York City time, on the relevant merger date, Announcement Date, Early Termination Date or date of cancellation or termination in respect of an Extraordinary Event, as applicable (“Notice of Share Termination”); provided that if Counterparty does not elect to require Dealer to satisfy its Payment Obligation by the Share Termination Alternative, Dealer shall have the right, in its sole discretion, to elect to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Counterparty’s failure to elect or election to the contrary; and provided further that Counterparty shall not have the right to so elect (but, for the avoidance 









of doubt, Dealer shall have the right to so elect) in the event of (i) an Insolvency, a Nationalization or a Merger Event, in each case, in which the consideration or proceeds to be paid to holders of Shares consists solely of cash or (ii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party or an Extraordinary Event, which Event of Default, Termination Event or Extraordinary Event resulted from an event or events within Counterparty’s control. Upon such Notice of Share Termination, the following provisions shall apply on the Scheduled Trading Day immediately following the relevant merger date, Announcement Date, Early Termination Date or date of cancellation or termination in respect of an Extraordinary Event, as applicable:
		
	Share Termination Alternative: 
	If applicable, means that Dealer shall deliver to Counterparty the Share Termination Delivery Property on the date on which the Payment Obligation would otherwise be due pursuant to Section 6(d)(ii) of the Agreement or such later date or dates as Dealer may commercially reasonably determine (the “Share Termination Payment Date”) taking into account commercially reasonable hedging or hedge unwind activity, in satisfaction of the Payment Obligation.


Share Termination Delivery 
		
	Property: 
	A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of the aggregate amount of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.


		
	Share Termination Unit Price: 
	The value of property contained in one Share Termination Delivery Unit on the date such Share Termination Delivery Units are to be delivered as Share Termination Delivery Property, as determined by the Calculation Agent and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation.


		
	Share Termination Delivery Unit: 
	In the case of a Termination Event (other than on account of an Insolvency, Nationalization or Merger Event), Event of Default, Delisting or Additional Disruption Event, one Share or, in the case of an Insolvency, Nationalization or Merger Event, one Share or a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Insolvency, Nationalization or Merger Event, as applicable. If such Insolvency, Nationalization 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.


Failure to Deliver:     Applicable 
		
	Other Applicable Provisions: 
	If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9 and 9.11 of the Equity Definitions will be applicable as if “Physical Settlement” applied to the Transaction, except that all references to “Shares” shall be read as references to “Share Termination Delivery Units”; provided that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws as a result of the fact that Counterparty is the issuer of any Share Termination Delivery Units (or any part thereof).


(d)Disposition of Hedge Shares. Counterparty hereby agrees that if, in the good faith and reasonable judgment of Dealer the Shares acquired by Dealer for the purpose of hedging its obligations pursuant to the Transaction in a commercially reasonable manner (the “Hedge Shares”) cannot be sold in the U.S. public market by Dealer without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Dealer to sell the Hedge Shares in a registered offering, make available to Dealer an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (A) enter into an agreement, in form and substance mutually acceptable to Counterparty and Dealer, substantially in the form of an underwriting agreement for a registered offering for companies of a similar size in a similar industry, (B) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities, (C) provide disclosure opinions of nationally recognized outside counsel to Counterparty in customary form for registered offerings of equity securities for companies of a similar size in a similar industry, (D) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (E) afford Dealer a reasonable opportunity to conduct a “due diligence” investigation 









with respect to Counterparty customary in scope for underwritten offerings of equity securities; provided that if Counterparty elects clause (i) above but the items referred to therein are not completed in a timely manner, or if Dealer, in its sole discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section 8(d) shall apply at the election of Counterparty; (ii) in order to allow Dealer to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities of companies of a similar size in a similar industry, in form and substance mutually acceptable to Counterparty and Dealer, including 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 Hedge Shares from Dealer), and best efforts obligations to provide opinions and certificates and such other documentation as is customary for private placements agreements of equity securities of companies of a similar size in a similar industry, all commercially reasonably acceptable to Dealer (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that are necessary in its good-faith and reasonable judgment to compensate Dealer for any commercially reasonable discount from the public market price of the Shares incurred on the sale of Hedge Shares in a private placement); or (iii) purchase the Hedge Shares from Dealer at a price equal to the Daily VWAP on such Exchange Business Days and in the amounts requested by Dealer. This Section 8(d) shall survive the termination, expiration or early unwind of the Transaction.
(e)Repurchase and Fixed Settlement Rate Adjustment Notices. Counterparty shall, at least two Exchange Business Days prior to any day on which Counterparty effects any repurchase of Shares or consummates or otherwise engages in any transaction or event (a “Fixed Settlement Rate Adjustment Event”) that could reasonably be expected to lead to an increase in the “Fixed Settlement Rates” (as defined in the Purchase Contract Agreement, for the avoidance of doubt, regardless of whether any Purchase Contracts and/or the Purchase Contract Agreement remain outstanding), give Dealer a written notice of such repurchase or Fixed Settlement Rate Adjustment Event (a “Repurchase Notice”) on such day if, following such repurchase or Fixed Settlement Rate Adjustment Event, the number of outstanding Shares as determined on such day is (i) less than 14,103,316 million (in the case of the first such notice) or (ii) thereafter more than 596,334 million less than the number of Shares included in the immediately preceding Repurchase Notice. In the event that Counterparty fails to provide Dealer with a Repurchase Notice on the day and in the manner specified in this Section 8(e) then Counterparty agrees to indemnify and hold harmless Dealer, its affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an “Indemnified Party”) from and against any and all losses (including losses relating to the 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 this Transaction), claims, damages and liabilities (or actions in respect thereof), joint or several, to which such Indemnified Party may become subject under applicable securities laws, including without limitation, Section 16 of the Exchange Act or under any state or federal law, regulation or regulatory order, relating to or arising out of such failure. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then Counterparty shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. In addition, Counterparty will reimburse any Indemnified Party for all reasonable and documented expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to Counterparty) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of Counterparty. This indemnity shall survive the completion of the Transaction contemplated by this Confirmation and any assignment and delegation of the Transaction made pursuant to this Confirmation or the Agreement and shall inure to the benefit of any permitted assignee of Dealer. Counterparty will not be liable to an Indemnified Party under this provision, whether by indemnity or contribution, to the extent that any loss, claim, damage, liability or expense is found in a final judgment by a court to have resulted from such Indemnified Party’s gross negligence or willful misconduct.
(f)Transfer and Assignment. (i) Counterparty shall have the right to transfer or assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions:
		
	(A)
	With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 8(e) or any obligations under Section 8(d) or the provisions opposite the caption “Notice of Merger Consideration and Consequences” in this Confirmation;


		
	(B)
	Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended);











		
	(C)
	Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer;


		
	(D)
	Dealer will not, as a result of such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment;


		
	(E)
	An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment;


		
	(F)
	Without limiting the generality of clause (B), Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and


		
	(G)
	Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment.


(ii)Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the Transaction (A) to any affiliate of Dealer (1) that has a long-term issuer rating that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or its ultimate parent, or (B) to any other third party with a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by Moody’s Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer.  If at any time at which (A) the Section 16 Percentage exceeds 7.5%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that no Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists.  In the event that Dealer so designates an Early Termination Date with respect to a portion of the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (2) Counterparty were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(m) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party).   The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day.  The “Option Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other call option transaction sold by Dealer to Counterparty, and (B) the denominator of which is the number of Shares outstanding.  The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under Section 302A.673 of the Minnesota Business Corporation Act or any other law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion.  The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give 









rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding.
(g)Delivery of Shares. Notwithstanding anything to the contrary herein, Dealer may, by prior notice to Counterparty, satisfy its obligation to deliver any Shares or other securities on any date due (an “Original Delivery Date”) by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original Delivery Date.
(h)Disclosure. Effective from the date of commencement of discussions concerning the Transaction, Counterparty and each of its employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to Counterparty relating to such tax treatment and tax structure.
(i)No Netting and Set-off. The provisions of Section 2(c) of the Agreement shall not apply to the Transaction. Each party waives any and all rights it may have to set-off delivery or payment obligations it owes to the other party under the Transaction against any delivery or payment obligations owed to it by the other party, whether arising under the Agreement, under any other agreement between parties hereto, by operation of law or otherwise.
(j)Equity Rights. Dealer acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior to the claims of common stockholders in the event of Counterparty’s bankruptcy. For the avoidance of doubt, the parties agree that the preceding sentence shall not apply at any time other than during Counterparty’s bankruptcy to any claim arising as a result of a breach by Counterparty of any of its obligations under this Confirmation or the Agreement. For the avoidance of doubt, the parties acknowledge that the obligations of Counterparty under this Confirmation are not secured by any collateral that would otherwise secure the obligations of Counterparty herein under or pursuant to any other agreement.
(k)Early Unwind. In the event the sale by Counterparty of the Base Purchase Contracts is not consummated pursuant to the Underwriting Agreement for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 7(e)(ii) by the close of business in New York on the Premium Payment Date (or such later date as agreed upon by the parties) (the Premium Payment Date or such later date being the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and the Transaction and all of the respective rights and obligations of Dealer and Counterparty hereunder shall be cancelled and terminated and Counterparty shall pay to Dealer an amount in cash equal to the aggregate amount of costs and expenses relating to the unwinding of Dealer’s hedging activities in respect of the Transaction (including market losses incurred in reselling any Shares purchased by Dealer or its affiliates in connection with such hedging activities, unless Counterparty agrees to purchase any such Shares at the cost at which Dealer purchased such Shares). Following such termination, cancellation and payment, each party shall be released and discharged by the other party from, and agrees not to make any claim against the other party with respect to, any obligations or liabilities of either party arising out of, and to be performed in connection with, the Transaction either prior to or after the Early Unwind Date. Dealer and Counterparty represent and acknowledge to the other that upon an Early Unwind and following the payment referred to above, all obligations with respect to the Transaction shall be deemed fully and finally discharged.
(l)Agreements and Acknowledgements Regarding Hedging. Counterparty understands, acknowledges and agrees that: (A) at any time on and prior to the Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to adjust its hedge position with respect to the Transaction; (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction; (C) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Daily VWAP; (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Daily VWAP, each in a manner that may be adverse to Counterparty; and (E) the Transaction is a derivatives transaction in which it has granted Dealer an option, and Dealer may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the Transaction.
(m)Wall Street Transparency and Accountability Act. In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (the “WSTAA”), the parties hereby agree that neither the enactment of the WSTAA (or any statute containing any legal certainty provision similar to Section 739 of the WSTAA) or any regulation under the WSTAA (or any such statute), nor any requirement under the WSTAA (or any statute containing any legal certainty provision similar to Section 739 of the WSTAA) or an amendment made by the WSTAA (or any such statute), shall limit or otherwise impair either party’s otherwise 









applicable rights to terminate, renegotiate, modify, amend or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under this Confirmation, the Equity Definitions incorporated herein, or the Agreement (including, but not limited to, rights arising from Change in Law, Hedging Disruption, Increased Cost of Hedging or Illegality).
(n)Governing Law. THE AGREEMENT, THIS CONFIRMATION AND ALL MATTERS ARISING IN CONNECTION WITH THE AGREEMENT AND THIS CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CHOICE OF LAW DOCTRINE, OTHER THAN TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
(o)Amendment. This Confirmation and the Agreement may not be modified, amended or supplemented, except in a written instrument signed by Counterparty and Dealer.
(p)Counterparts. 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.
(q)Tax Matters. For purposes of Sections 4(a)(i) and (ii) of the Agreement, Counterparty agrees to deliver to Dealer one duly executed and completed United States Internal Revenue Service Form W-9 (or successor thereto).
(r)Withholding Tax with Respect to Non-US Counterparties. “Indemnifiable Tax” as defined in Section 14 of the Agreement shall not include (i) any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”) or (ii) any U.S. federal withholding tax imposed on amounts treated as dividends from sources within the United States under Section 871(m) of the Code (or any Treasury regulations or other guidance issued thereunder). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of the Agreement.
(s)Amendment to Equity Definitions.
(i)Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (2) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) the occurrence of any of the events specified in Section 5(a)(vii)(1) through (9) of the ISDA Master Agreement with respect to that Issuer.”
(ii)Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “a material” and adding the phrase “, options relating to the Shares or the Transaction” at the end of the sentence.
(iii)Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party may elect” with “Dealer may elect” and (2) replacing “notice to the other party” with “notice to Counterparty” in the first sentence of such section.
(iv)Section 12.9(b)(vi) of the Equity Definitions is hereby amended by (1) replacing the comma immediately following clause (A) thereof with the word “or”, (2) deleting clause (C) thereof in its entirety and (3) replacing the words “either party” in the last sentence thereof with the words “the Hedging Party”.
(t)Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in the Agreement, the Equity Definitions or this Confirmation, upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event and/or any adjustment to the terms of the Transaction pursuant to “Method of Adjustment” and/or “Consequences of Merger Events” above, the Calculation Agent may, acting in good faith and in a commercially reasonable manner, adjust the Cap Price to preserve the fair value of the Options to Dealer (provided that in no event shall the Cap Price be less than the Strike Price, and, for the avoidance of doubt, the Net Shares shall be calculated on the basis of such adjustments by the Calculation Agent). Solely for purposes of this Section 8(t) (x) the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to each such term in the Equity Definitions (as amended by Section 8(s)) and (y) “Extraordinary Dividend” means any dividend or distribution with respect to the Shares (i) that is a cash dividend that is not a regular, quarterly cash dividend in an amount equal to or less than the Regular Dividend or (ii) that is in an amount or value (as determined by the Calculation Agent) that, when aggregated with the amount or value (as determined by the Calculation Agent) of all other dividends or distributions with respect to the Shares with an ex-dividend date occurring during the same calendar quarter, exceeds the Regular Dividend amount.









(u)Payment by Counterparty. In the event that, following payment of the Premium, (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Counterparty owes to Dealer an amount calculated under Section 6(e) of the Agreement, or (ii) Counterparty owes to Dealer, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero.
(v)Role of Agent. Each party agrees and acknowledges that (i) J.P. Morgan Securities LLC, an affiliate of Dealer (“JPMS”), has acted solely as agent and not as principal with respect to the Transaction and (ii) JPMS has no obligation or liability, by way of guaranty, endorsement or otherwise, in any manner in respect of the Transaction (including, if applicable, in respect of the settlement thereof). Each party agrees it will look solely to the other party (or any guarantor in respect thereof) for performance of such other party’s obligations under the Transaction.
(w)Affiliate Designation. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or to make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations.  Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance.
9.    Waiver of Trial by Jury. EACH OF COUNTERPARTY AND DEALER HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE AGREEMENT, THIS CONFIRMATION AND THE TRANSACTION.
10.    Submission to Jurisdiction. Section 13(b) of the Agreement is deleted in its entirety and replaced by the following:
“Each party hereby irrevocably and unconditionally submits for itself and its property in any suit, legal action or proceeding relating to this Agreement and/or the Transaction, or for recognition and enforcement of any judgment in respect thereof, (each, “Proceedings”) to the exclusive jurisdiction of the Supreme Court of the State of New York, sitting in New York County, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof. Nothing in the Confirmation or this Agreement precludes either party from bringing Proceedings in any other jurisdiction if (A) the courts of the State of New York or the United States of America for the Southern District of New York lack jurisdiction over the parties or the subject matter of the Proceedings or declines to accept the Proceedings on the grounds of lacking such jurisdiction; (B) the Proceedings are commenced by a party for the purpose of enforcing against the other party’s property, assets or estate any decision or judgment rendered by any court in which Proceedings may be brought as provided hereunder; (C) the Proceedings are commenced to appeal any such court’s decision or judgment to any higher court with competent appellate jurisdiction over that court’s decisions or judgments if that higher court is located outside the State of New York or Borough of Manhattan, such as a federal court of appeals or the U.S. Supreme Court; or (D) any suit, action or proceeding has been commenced in another jurisdiction by or against the other party or against its property, assets or estate and, in order to exercise or protect its rights, interests or remedies under this Agreement or the Confirmation, the party (1) joins, files a claim, or takes any other action, in any such suit, action or proceeding, or (2) otherwise commences any Proceeding in that other jurisdiction as the result of that other suit, action or proceeding having commenced in that other jurisdiction.”











Counterparty hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Dealer.
Yours faithfully,
J.P. MORGAN SECURITIES LLC, as agent for JPMORGAN CHASE BANK, NATIONAL ASSOCIATION


By:  /s/ Kevin Cheng        
Authorized Signatory
Name: Kevin Cheng  
Agreed and Accepted By:
MTS SYSTEMS CORPORATION


By:  /s/ Brian T. Ross            
Name: Brian T. Ross
Title: Senior Vice President and Chief Financial Officer
















JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association.
Main Office 1111 Polaris Parkway, Columbus, Ohio 43240
Registered as a branch in England & Wales branch No. BR000746
Registered Branch Office 25 Bank Street, Canary Wharf, London E14 5JP
Authorised by the Office of the Comptroller of the Currency in the jurisdiction of the USA.
Authorised by the Prudential Regulation Authority. Subject to regulation by the Financial Conduct
Authority and to limited regulation by the Prudential Regulation Authority. Details about the
extent of our regulation by the Prudential Regulation Authority are available from us on request.


[Signature Page to Amended and Restated Capped Call Confirmation]











ANNEX A
1. Cap Price Adjustment.
The Cap Price shall be replaced by the Adjusted Cap Price (as defined in this Annex A), as of the Amendment Date. Promptly following the completion of the Amendment Averaging Period, the Calculation Agent shall notify Counterparty and Dealer of the Average VWAP Price (as defined below) and Adjusted Cap Price.  
2. Certain Additional Representations and Agreements.
(a)    10b5-1 Plan.  Counterparty represents, warrants and covenants to Dealer that:
(i)    Counterparty is entering into this Annex A in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) or any other antifraud or anti-manipulation provisions of the federal or applicable state securities laws and that it has not entered into or altered and will not enter into or alter any corresponding or hedging transaction or position with respect to the Shares.  Counterparty acknowledges that it is the intent of the parties that this Annex A comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and this Annex A shall be interpreted to comply with the requirements of Rule 10b5-1(c). 
(ii)    Counterparty will not seek to control or influence Dealer’s decision to make any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under in connection with this Annex A, including, without limitation, Dealer’s decision to enter into any hedging transactions.  Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation and this amendment to this Annex A under Rule 10b5-1.
(iii)    Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Annex A must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c).  Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification, waiver or termination shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares.


(b)    Clear Market. 
(i)    The Shares are not, and Counterparty will not cause the Shares to be, subject to a “restricted period” (as defined in Regulation M promulgated under the Exchange Act) at any time during the Amendment Averaging Period.
(ii)    Counterparty (or any “affiliated purchaser” as defined in Rule 10b-18 under the Exchange Act (“Rule 10b-18”)) shall not, without the prior written consent of Dealer, directly or indirectly purchase any Shares (including by means of a derivative instrument), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during the Amendment Averaging Period.
(iii)    Counterparty has not and will not enter into structured equity transactions related to the Shares where any initial hedge period, calculation period, relevant period or settlement valuation period (each however defined) in such other transaction will overlap at any time (including as a result of extensions in such initial hedge period, calculation period, relevant period or settlement valuation period as provided in the relevant agreements) with the Amendment Averaging Period.  In the event that the initial hedge period, relevant period, calculation period or settlement valuation period in any other similar transaction overlaps with the Amendment Averaging Period as a result of any postponement of any Scheduled Trading Day during the Amendment Averaging Period or extension of the Amendment Averaging Period pursuant to “Valuation Disruption” above, Counterparty shall promptly amend such transaction to avoid any such overlap.  Notwithstanding anything to the contrary in the foregoing, the parties acknowledge and agree that Counterparty has entered into an amendment substantially similar to this Amendment with Wells Fargo Bank, National Association. 
3. Entire Confirmation.  The parties acknowledge and agree that the terms of this Annex A shall be subject to adjustment pursuant to the terms of the Confirmation in order to account for the economic effect on this Annex A and the transactions contemplated hereby of any transaction or event that may result in an adjustment to any term relevant to the exercise, settlement or payment of 









the Transaction under the Confirmation.  The provisions of this Annex A will be taken into account in determining the amounts payable upon any cancellation or termination with respect to the Transaction that occurs on or after the Amendment Date and prior to the end of the Amendment Averaging Period.
4. Definitions.
“Adjusted Cap Price” means, subject to adjustment pursuant to “Valuation Disruption” above, the “Adjusted Cap Price” set forth in the following grid corresponding to the Average VWAP Price; provided that (i) if the Average VWAP Price is between “Average VWAP Prices” set forth in such grid, the “Adjusted Cap Price” shall be determined by linear interpolation between the “Adjusted Cap Prices” set forth in such grid corresponding to such “Average VWAP Prices” and (ii) if the Average VWAP Price is less than the lowest “Average VWAP Price” or greater than the highest “Average VWAP Price”, as applicable, set forth in such grid, the “Adjusted Cap Price” will be determined by the Calculation Agent in a commercially reasonable manner consistent with the methodology used in creating such grid.
[Redacted]
“Amendment Averaging Period” means the period starting on, and including, the Scheduled Trading Day immediately following the Amendment Date and ending on, and including, the [Redacted] Scheduled Trading Day immediately following the Amendment Date, subject to adjustment pursuant to “Valuation Disruption” above. 
“Average VWAP Price” means the arithmetic average of the Daily VWAPs for each of the Trading Days in the Amendment Averaging Period, as determined by the Calculation Agent in good faith and a commercially reasonable manner, subject to adjustment pursuant to “Valuation Disruption” above.













ANNEX B


	
		
	Final Averaging Period Day Number
	Scheduled Trading Day

	1
	5/29/2019

	2
	5/30/2019

	3
	5/31/2019

	4
	6/3/2019

	5
	6/4/2019

	6
	6/5/2019

	7
	6/6/2019

	8
	6/7/2019

	9
	6/10/2019

	10
	6/11/2019

	11
	6/12/2019

	12
	6/13/2019

	13
	6/14/2019

	14
	6/17/2019

	15
	6/18/2019

	16
	6/19/2019

	17
	6/20/2019

	18
	6/21/2019

	19
	6/24/2019

	20
	6/25/2019

	21
	6/26/2019

	22
	6/27/2019

	23
	6/28/2019

	24
	7/1/2019

	25
	7/2/2019

	26
	7/5/2019

	27
	7/8/2019

	28
	7/9/2019

	29
	7/10/2019

	30
	7/11/2019

	31
	7/12/2019

	32
	7/15/2019

	33
	7/16/2019

	34
	7/17/2019

	35
	7/18/2019

	36
	7/19/2019

	37
	7/22/2019

	38
	7/23/2019

	39
	7/24/2019

	40
	7/25/2019

	41
	7/26/2019

	42
	7/29/2019

	43
	7/30/2019

	44
	7/31/2019

	45
	8/1/2019













	
		
	46
	8/2/2019

	47
	8/5/2019

	48
	8/6/2019

	49
	8/7/2019

	50
	8/8/2019

	51
	8/9/2019

	52
	8/12/2019

	53
	8/13/2019

	54
	8/14/2019

	55
	8/15/2019

	56
	8/16/2019

	57
	8/19/2019

	58
	8/20/2019

	59
	8/21/2019

	60
	8/22/2019