EX-10.5


 Exhibit 10.5 
  





 
  

					
		 	July 21, 2016
		
	To:	 	Blackhawk Network Holdings, Inc.
		 	6220 Stoneridge Mall Road
		 	Pleasanton, CA 94588
		 	Attn:	 	General Counsel
		 	Telephone:	 	925-226-9783
		 	Facsimile:	 	925-226-9743
		 	Email:	 	Kirsten.richesson@bhnetwork.com
		
	From:	 	Bank of America, N.A.
		 	c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
		 	One Bryant Park
		 	New York, NY 10036
		 	Attn:	 	Gary Rosenblum, Managing Director, Associate General Counsel
		 	Telephone:	 	646-855-3684
		 	Facsimile:	 	704-208-2869
		
	Re:	 	Base Issuer Warrant Transaction
		 	(Transaction Reference Number:
                                        
)

 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 Bank of America, N.A. (“Dealer”) and Blackhawk Network Holdings, Inc. (“Issuer”). This communication
constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
 1. This Confirmation is subject to,
and incorporates, the definitions and provisions of the 2006 ISDA Definitions (including the Annex thereto) (the “2006 Definitions”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the
“Equity Definitions”, and together with the 2006 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). In the event
of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern. For purposes of the Equity Definitions, each reference herein to a Warrant shall be deemed to be a reference to a Call Option or
an Option, as context requires. 
 This Confirmation evidences a complete and binding agreement between Dealer and Issuer as to the terms of
the Transaction to which this Confirmation relates. This Confirmation shall be subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement as if Dealer and Issuer had executed an agreement in such
form (without any Schedule but with the elections set forth in this Confirmation and the election that the “Cross Default” provisions of Section 5(a)(vi) of the Agreement shall apply to Issuer with a “Threshold Amount” of
USD25,000,000, and with the deletion from Section 5(a)(vi)(1) of the Agreement of the words “, or becoming capable at such time of being declared,”. For the avoidance of doubt, the Transaction shall be the only transaction under the
Agreement. 
 All provisions contained in, or incorporated by reference into, the Agreement will govern this Confirmation except as
expressly modified herein. In the event of any inconsistency between this Confirmation and either the Definitions or the Agreement, this Confirmation shall govern. For the avoidance of doubt, except to the extent of an express conflict,
the application of any provision of this Confirmation, the Agreement or the Equity Definitions shall not be construed to exclude or limit the application of any other provision of this Confirmation, the Agreement or the Equity Definitions. 






 2. The Transaction is a Warrant Transaction, which shall be considered a Share Option Transaction
for purposes of the Equity Definitions. The terms of the particular Transaction to which this Confirmation relates are as follows: 
 General Terms:

  

							
		 		 	Trade Date:	 	July 21, 2016
				
		 		 	Effective Date:	 	July 27, 2016, or such other date as agreed between the parties, subject to Section 8(n) below
				
		 		 	Components:	 	The Transaction will be divided into individual Components, each with the terms set forth in this Confirmation, and, in particular, with the Number of Warrants and Expiration Date set forth in this Confirmation. The payments
and deliveries to be made upon settlement of the Transaction will be determined separately for each Component as if each Component were a separate Transaction under the Agreement.
				
		 		 	Warrant Style:	 	European
				
		 		 	Warrant Type:	 	Call
				
		 		 	Seller:	 	Issuer
				
		 		 	Buyer:	 	Dealer
				
		 		 	Shares:	 	The common stock of Issuer, par value USD0.001 per share (Ticker Symbol: “HAWK”).
				
		 		 	Number of Warrants:	 	For each Component, as provided in Annex A to this Confirmation.
				
		 		 	Warrant Entitlement:	 	One Share per Warrant
				
		 		 	Strike Price:	 	As provided in Annex 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 USD34.97, except for any adjustment pursuant to the terms of this Confirmation and the Equity Definitions in connection with stock splits or similar changes to
Issuer’s capitalization.
				
		 		 	Premium:	 	As provided in Annex A to this Confirmation.
				
		 		 	Premium Payment Date:	 	The Effective Date
				
		 		 	Exchange:	 	NASDAQ Global Select Market
				
		 		 	Related Exchange:	 	All Exchanges
	
	Procedures for Exercise:
		
		 	In respect of any Component:
				
		 		 	Expiration Time:	 	Valuation Time
				
		 		 	Expiration Date:	 	As provided in Annex A to this Confirmation (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day that is not already an Expiration Date for another Component); provided that if that date
is a Disrupted Day, the Expiration Date for such Component shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day and is not or is


  
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		 		 	not deemed to be an Expiration Date in respect of any other Component of the Transaction hereunder; and provided further that if the Expiration Date has not occurred pursuant to the preceding proviso as of the Final
Disruption Date, Dealer may elect in its discretion that the Final Disruption Date shall be the Expiration Date (irrespective of whether such date is an Expiration Date in respect of any other Component for the Transaction) and, notwithstanding
anything to the contrary in this Confirmation or the Definitions, the Relevant Price for such Expiration Date shall be the prevailing market value per Share determined by the Calculation Agent in a commercially reasonable manner. “Final
Disruption Date” means August 19, 2022. Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Expiration Date, the Calculation Agent may determine that such
Expiration Date is a Disrupted Day only in part, in which case (i) the Calculation Agent shall make adjustments to the Number of Warrants for the relevant Component for which such day shall be the Expiration Date and shall designate the Scheduled
Trading Day determined in the manner described in the second preceding sentence as the Expiration Date for the remaining Warrants for such Component, and (ii) the VWAP Price for such Disrupted Day shall be determined by the Calculation Agent based
on transactions in the Shares on such Disrupted Day taking into account the nature and duration of such Market Disruption Event on such day. Any Scheduled Trading Day on which, as of the date hereof, the Exchange is scheduled to close prior to
its normal close of trading shall be deemed not to be a Scheduled Trading Day; if a closure of the Exchange prior to its normal close of trading on any Scheduled Trading Day is scheduled following the date hereof, then such Scheduled Trading Day
shall be deemed to be a Disrupted Day in full. Section 6.6 of the Equity Definitions shall not apply to any Valuation Date occurring on an Expiration Date.
			
		 	Market Disruption Event:	 	Section 6.3(a) of the Equity Definitions is hereby amended (A) by deleting the words “during the one hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation
Time, as the case may be,” in clause (ii) thereof and (B) by replacing the words “or (iii) an Early Closure.” therein with “(iii) an Early Closure, or (iv) a Regulatory Disruption.”
			
		 		 	Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.
			
		 	Regulatory Disruption:	 	Any event that Dealer, in 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, but only so long as such policies or procedures are similarly applicable to transactions similar to the Transaction and consistently applied), for Dealer to refrain from or
decrease any market activity in connection with the Transaction. Dealer shall notify Issuer as soon as reasonably practicable that a Regulatory Disruption has occurred and the Expiration Dates affected by it.


  
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		 		 	Automatic Exercise:	 	Applicable; and means that the Number of Warrants for each Component will be deemed to be automatically exercised at the Expiration Time on the Expiration Date for such Component unless Dealer notifies Seller (by telephone or in
writing) prior to the Expiration Time on the Expiration Date that it does not wish Automatic Exercise to occur, in which case Automatic Exercise will not apply.
				
		 		 	Issuer’s Telephone Number and Telex and/or Facsimile Number and Contact Details for purpose of Giving Notice:	 	To be provided by Issuer.
	
	Settlement Terms:
		
		 	In respect of any Component:
				
		 		 	Settlement Currency:	 	USD
				
		 		 	Net Share Settlement:	 	On each Settlement Date, Issuer shall deliver to Dealer a number of Shares equal to the Number of Shares to be Delivered for such Settlement Date to the account specified by Dealer and cash in lieu of any fractional shares valued at
the Relevant Price on the Valuation Date corresponding to such Settlement Date.
				
		 		 	Number of Shares to be Delivered:	 	In respect of any Exercise Date, the product of (i) the number of Warrants exercised or deemed exercised on such Exercise Date, (ii) the Warrant Entitlement and (iii) (A) the excess, if any, of the VWAP Price on the Valuation Date
occurring on such Exercise Date over the Strike Price divided by (B) such VWAP Price.
				
		 		 		 	The Number of Shares to be Delivered shall be delivered by Issuer to Dealer no later than 4:00 P.M. (New York City time) on the relevant Settlement Date.
				
		 		 	VWAP Price:	 	For any Valuation Date, the dollar volume weighted average price per Share for such Valuation Date based on transactions executed during such Valuation Date, as reported on Bloomberg Page “HAWK <Equity> AQR” (or any
successor thereto) or, in the event such price is not so reported on such Valuation Date for any reason or is manifestly incorrect, as reasonably determined by the Calculation Agent using a volume weighted method.
				
		 		 	Other Applicable Provisions:	 	The provisions of Sections 9.1(c), 9.8, 9.9, 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions,
obligations, limitations or requirements under applicable securities laws arising as a result of the fact that Seller is the Issuer of the Shares) and 9.12 of the Equity Definitions will be applicable as if “Physical Settlement” applied to
the Transaction.
	
	Adjustments:
		
		 	In respect of any Component:
				
		 		 	Method of Adjustment:	 	Calculation Agent Adjustment
				
		 		 	Extraordinary Dividend:	 	Any Dividend that has an ex-dividend date occurring on or after the Trade Date and on or prior to the date on which Issuer satisfies all of its delivery obligations hereunder.


  
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		 	Dividend:	 	Any dividend or distribution on the Shares (other than any dividend or distribution of the type described in Sections 11.2(e)(i), 11.2(e)(ii)(A) or 11.2(e)(ii)(B) of the Equity Definitions).
	
	Extraordinary Events:
			
		 	Merger Event:	 	Applicable; provided that if an event occurs that constitutes both a Merger Event under Section 12.1(b) of the Equity Definitions and an Additional Termination Event under Section 8(l) of this Confirmation, Dealer may elect
whether the provisions of Section 12.2 of the Equity Definitions or Section 8(l) of this Confirmation will apply.
		
		 	Consequences of Merger Events:
				
		 		 	 (a)    Share-for-Share:
	 	Modified Calculation Agent Adjustment
				
		 		 	 (b)    Share-for-Other:
	 	Cancellation and Payment (Calculation Agent Determination)
				
		 		 	 (c)    Share-for-Combined:
	 	Modified Calculation Agent Adjustment; provided that Dealer may elect Cancellation and Payment (Calculation Agent Determination) for any portion of the Transaction in its sole discretion.
			
		 	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 an Additional Termination Event under Section 8(l) of this Confirmation, Dealer may elect
whether the provisions of Section 12.3 of the Equity Definitions or Section 8(l) of this Confirmation will apply.
		
		 	Consequences of Tender Offers:
				
		 		 	 (a)    Share-for-Share:
	 	Modified Calculation Agent Adjustment
				
		 		 	 (b)    Share-for-Other:
	 	Cancellation and Payment (Calculation Agent Determination)
				
		 		 	 (c)    Share-for-Combined:
	 	Modified Calculation Agent Adjustment; provided that Dealer may elect Cancellation and Payment (Calculation Agent Determination) for any portion of the Transaction in its sole discretion.
			
		 	Modified Calculation Agent Adjustment:	 	     
 If, in respect of any
Merger Event to which Modified Calculation Agent Adjustment applies, the adjustments to be made in accordance with Section 12.2(e)(i) of the Equity Definitions would result in Issuer being different from the issuer of the Shares, then with respect
to such Merger Event, as a condition precedent to the adjustments contemplated in Section 12.2(e)(i) of the Equity Definitions, Dealer, the Issuer of the Affected Shares and the entity that will be the Issuer of the New Shares shall, prior to the
Merger Date, have entered into such documentation containing representations, warranties and agreements relating to securities law and other issues as requested by Dealer that Dealer has determined, in its reasonable discretion, to be reasonably
necessary or appropriate to allow Dealer to continue as a party to the Transaction, as adjusted under Section 12.2(e)(i) of the Equity Definitions, and to preserve its hedging or hedge unwind activities in connection with the Transaction in a manner
compliant with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted
by Dealer), and if such conditions



  
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		 		 		 	are not met or if the Calculation Agent determines that no adjustment that it could make under Section 12.2(e)(i) of the Equity Definitions will produce a commercially reasonable result, then the consequences set forth in Section
12.2(e)(ii) of the Equity Definitions shall apply.
				
		 		 	Consequences of Announcement Events:	 	     
 Modified Calculation
Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that references to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date”
shall be replaced by references to “date of such 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 acquisition by Issuer or any of its subsidiaries where the aggregate
consideration exceeds 15% of the market capitalization of Issuer as of the date of such announcement (an “Acquisition Transaction”) or (z) the intention to enter into a Merger Event or Tender Offer or an Acquisition Transaction, (ii) the
public announcement by Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender Offer or an Acquisition Transaction or (iii) any subsequent public
announcement by any entity of a withdrawal, discontinuation, termination or other 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, as determined, in each case,
by the Calculation Agent. For purposes of this definition of “Announcement Event,” the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse
Merger” therein shall be disregarded.
				
		 		 	New Shares:	 	In the definition of New Shares in Section 12.1(i) of the Equity Definitions, (a) the text in clause (i) thereof shall be deleted in its entirety (including the word “and” following such clause (i)) and replaced with
“publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors),” and (b) the phrase “and (iii) issued by a corporation organized
under the laws of the United States, any State thereof or the District of Columbia” shall be inserted immediately prior to the period.
				
		 		 	Nationalization, Insolvency or Delisting:	 	     
 Cancellation and
Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are
not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on
any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange.



  
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		 	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 parenthetical after the word “regulation” in the second line thereof with “(including, for the
avoidance of doubt and without limitation, any tax law or the adoption or promulgation of new regulations authorized or mandated by existing statute)”; (ii) replacing the phrase “the interpretation” in the third line thereof with the
phrase “, or public announcement of, the formal or informal interpretation”; (iii) adding the words “or any Hedge Positions” after the word “Shares” in the clause (X) thereof; (iv) 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 (v) 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:
	 	Not 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 two phrases at the end of such Section:
				
		 		 		 	“For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or
assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms.”; and
				
		 		 		 	(ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such
Hedging Disruption”.
				
		 		 	 (e)    Increased Cost of Hedging:
	 	Applicable
				
		 		 	 (f)     Loss of Stock Borrow:
	 	Applicable
				
		 		 	          Maximum Stock Loan Rate:
	 	As provided in Annex A to this Confirmation.
				
		 		 	 (g)    Increased Cost of Stock Borrow:
	 	Applicable
				
		 		 	          Initial Stock Loan Rate:
	 	As provided in Annex A to this Confirmation.
			
		 	Hedging Party:	 	Dealer for all applicable Potential Adjustment Events and Extraordinary Events; provided that, when making any determination or calculation as “Hedging Party,” Dealer shall be bound by the same obligations relating
to required acts of the Calculation Agent as set forth in Section 1.40 of the Equity Definitions and this Confirmation as if the Hedging Party were the Calculation Agent.


  
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		 	Determining Party:	 	Dealer for all applicable Extraordinary Events; provided that, when making any determination or calculation as “Determining Party,” Dealer shall be bound by the same obligations relating to required acts of the
Calculation Agent as set forth in Section 1.40 of the Equity Definitions and this Confirmation as if the Determining Party were the Calculation Agent.
			
		 	Non-Reliance:	 	Applicable
			
		 	Agreements and Acknowledgments Regarding Hedging Activities:	 	     

Applicable

			
		 	Additional Acknowledgments:	 	Applicable
			
		 	3. Calculation Agent:	 	Dealer; provided that, following the occurrence and during the continuance of an Event of Default of the type described in Section 5(a)(vii) of the Agreement with respect to which Dealer is the sole Defaulting Party, Issuer
shall have the right to designate a nationally recognized independent equity derivatives dealer to replace Dealer as the Calculation Agent, and the parties shall work in good faith to execute any appropriate documentation required by such
replacement Calculation Agent.
				
		 		 		 	Whenever the Calculation Agent is required to act or exercise judgment in making any adjustment, determination or calculation hereunder, it will do so in good faith and in a commercially reasonable manner.
				
		 		 		 	Following any adjustment, determination or calculation by the Calculation Agent, Determining Party or Hedging Party hereunder, upon a written request by Issuer (which may be by email), the Calculation Agent, Determining Party or
Hedging Party, as the case may be, will promptly (but in any event within three Scheduled Trading Days) provide to Issuer by email to the email address provided by Issuer 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 adjustment, determination or calculation (including any assumptions used in making such adjustment, determination or calculation), it being understood
that in no event will the Calculation Agent, Determining Party or Hedging Party be obligated to share with Issuer any proprietary or confidential data or information or any proprietary or confidential models used by it in making such adjustment,
determination or calculation.
			
		 	4. Account Details:	 	
				
		 		 	Dealer Payment Instructions:	 	Bank of America, N.A.
		 		 		 	New York, NY
		 		 		 	SWIFT: BOFAUS3N
		 		 		 	Bank Routing: 026-009-593
		 		 		 	Account Name: Bank of America
		 		 		 	Account No.: 0012334-61892
				
		 		 	Issuer Payment Instructions:	 	To be provided by Issuer.


  
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		 	5. Offices:	 		 	
		
		 	        The Office of Dealer for the Transaction is: New York
		
		 	        The Office of Issuer for the Transaction is: Not applicable
		
		 	6. Notices: For purposes of this Confirmation:
		
		 	(a) Address for notices or communications to Issuer:
				
		 		 	 To:
	 	 Blackhawk Network Holdings, Inc.

		 		 		 	 6220 Stoneridge Mall Road

		 		 		 	 Pleasanton, CA 94588

		 		 	 Attn:
	 	 General Counsel

		 		 	 Telephone:
	 	925-226-9783
		 		 	 Facsimile:
	 	925-226-9743
		 		 	 Email:
	 	Kirsten.richesson@bhnetwork.com
		
		 	(b) Address for notices or communications to Dealer:
				
		 		 	 To:
	 	 Bank of America, N.A.

		 		 		 	 c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated

		 		 		 	 One Bryant Park

		 		 		 	 New York, NY 10036

		 		 	 Attn:
	 	 Gary Rosenblum, Managing Director, Associate General Counsel

		 		 	Telephone:	 	646-855-3684
		 		 	Facsimile:	 	704-208-2869

 7. Representations, Warranties and Agreements: 

(a) In addition to the representations and warranties in the Agreement and those contained elsewhere herein, Issuer represents and warrants to
and for the benefit of, and agrees with, Dealer as follows: 
 (i) On the Trade Date, (A) none of Issuer and its officers and
directors is aware of any material nonpublic information regarding Issuer or the Shares and (B) all reports and other documents filed by Issuer with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a
material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading. 

(ii) Without limiting the generality of Section 13.1 of the Equity Definitions, Issuer acknowledges that Dealer is not making
any representations or warranties or taking any position or expressing any view with respect to the treatment of the Transaction under 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) or under FASB’s Liabilities &
Equity Project. 
 (iii) Prior to the Trade Date, Issuer shall deliver to Dealer a resolution of Issuer’s board of
directors authorizing the Transaction and such other certificate or certificates as Dealer shall reasonably request. 
 (iv)
Issuer is not entering into this Confirmation 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. 
 (v) Issuer is not,
and after giving effect to the transactions contemplated hereby will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. 

  
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 (vi) On the Trade Date, (A) the assets of Issuer at their fair valuation exceed
the liabilities of Issuer, including contingent liabilities, (B) the capital of Issuer is adequate to conduct the business of Issuer and (C) Issuer has the ability to pay its debts and obligations as such debts mature and does not intend to, or does
not believe that it will, incur debt beyond its ability to pay as such debts mature. 
 (vii) Issuer shall not take any
action to decrease the number of Available Shares below the Capped Number (each as defined below). 
 (viii) The
representations and warranties of Issuer set forth in Section 3 of the Agreement and Section 1 of the Purchase Agreement (the “Purchase Agreement”) dated as of July 21, 2016 between Issuer and Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the initial purchasers (the “Initial Purchasers”) party thereto, are true and correct and are hereby deemed to be repeated to Dealer as if set forth herein.

 (ix) Issuer understands no obligations of Dealer to it hereunder will be entitled to the benefit of deposit insurance and
that such obligations will not be guaranteed by any Affiliate of Dealer or any governmental agency. 
 (x) (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 will not be subject to a
“restricted period,” as such term is defined in Regulation M under the Exchange Act (“Regulation M”) and (B) Issuer 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, as applicable. 

(xi) On each day during the Settlement Period, neither Issuer nor any “affiliate” or “affiliated purchaser”
(each as defined in Rule 10b-18 under the Exchange Act (“Rule 10b-18”)) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any
bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security
convertible into or exchangeable or exercisable for Shares, except through Dealer. 
 (xii) On the Trade Date and at all
times until termination or earlier expiration of the Transaction, (A) a number of Shares equal to the Capped Number have been reserved for issuance by all required corporate action of Issuer, (B) the Shares issuable upon exercise of the Warrants
(the “Warrant Shares”) have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrant following the exercise
of the Warrant in accordance with the terms and conditions of the Warrant, will be validly issued, fully-paid and non-assessable and (C) the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. 

(xiii) To the knowledge of Issuer, 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. 
 (xiv) Issuer (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
Issuer 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 Issuer acknowledges that the offer
and sale of the Transaction to it is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(a)(2) thereof. Accordingly, Dealer represents and warrants
to Issuer that (i) it has the financial ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment, (ii) it is an “accredited investor” as that term is defined in Regulation D
as promulgated under the Securities Act, (iii) it is entering into the 

  
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Transaction for its own account without a view to the distribution or resale thereof and (iv) the assignment, transfer or other disposition of the Transaction has not been and will not be
registered under the Securities Act and is restricted under this Confirmation, the Securities Act and state securities laws. 
 (d) Each of
Dealer and Issuer agrees and acknowledges that Dealer is a “financial institution” and “financial participant” within the meaning of Sections 101(22) and 101(22A) of Title 11 of the United States Code (the “Bankruptcy
Code”). The parties hereto further agree and acknowledge that it is the intent of the parties that (A) this Confirmation is (i) a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with
respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a
“settlement payment,” within the meaning of Section 546 of the Bankruptcy Code and (ii) a “swap agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery
hereunder or in connection herewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “transfer,” as such term is defined
in Section 101(54) of the Bankruptcy Code and a “payment or other transfer of property” within the meaning of Sections 362 and 546 of the Bankruptcy Code, and (B) Dealer is entitled to the protections afforded by, among other sections,
Sections 362(b)(6), 362(b)(27), 362(o), 546(e), 546(j), 548(d)(2), 555 and 561 of the Bankruptcy Code. 
 (e) Issuer shall deliver to Dealer
an opinion of counsel, dated as of the Effective Date and reasonably acceptable to Dealer in form and substance, with respect to the matters set forth in Section 3(a) of the Agreement, Section 7(a)(v) and Section 7(a)(xii) of this Confirmation
(replacing, solely for these purposes, the words “On the Trade Date and at all times until termination or earlier expiration of the Transaction” with the words “On the Effective Date”) and such other matters as Dealer may
reasonably request. 
 8. Other Provisions: 

(a) Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If Issuer shall owe Dealer any
amount pursuant to Sections 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions or pursuant to Section 6(d)(ii) of the Agreement (a “Payment Obligation”), Issuer shall have the right, in its sole discretion, 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, no later than 9:30 A.M. (New York City time) on the Merger Date,
Tender Offer Date, Announcement Date, Early Termination Date or date of cancellation or termination in respect of an Extraordinary Event, as applicable (“Notice of Share Termination”); provided that if Issuer does not elect
to satisfy its Payment Obligation by the Share Termination Alternative, Dealer shall have the right, in its sole discretion, to elect to require Issuer to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding
Issuer’s failure to elect or election to the contrary; and provided further that Issuer 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 (i) of an Insolvency, a
Nationalization, a Tender Offer or a Merger Event, in each case, in which the consideration or proceeds to be paid to holders of Shares consists solely of cash, (ii) of an Event of Default in which Issuer is the Defaulting Party or a Termination
Event in which Issuer is the Affected Party or an Extraordinary Event, which Event of Default, Termination Event or Extraordinary Event resulted from an event or events within Issuer’s control or (iii) that Issuer fails to remake the
representation set forth in Section 7(a)(i) as of the date of such election. Upon such Notice of Share Termination, the following provisions shall apply on the Scheduled Trading Day immediately following the Merger Date, the Tender Offer 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 Issuer shall deliver to Dealer the Share Termination Delivery Property on the date on which the Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or
Section 6(d)(ii) of the Agreement, as applicable, or such later date or dates as the Calculation Agent may reasonably determine (the “Share Termination Payment Date”), in satisfaction of the Payment Obligation.
		
	Share Termination Delivery Property:	 	     
 A number of Share
Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any
fractional portion of the aggregate amount of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit
Price.



  
 11 








			
	Share Termination Unit Price:	 	The value of property contained in one Share Termination Delivery Unit on the date such Share Termination Delivery Units are to be delivered as Share Termination Delivery Property, as determined by the Calculation Agent in its
discretion in good faith and by commercially reasonable means and notified by the Calculation Agent to Issuer at the time of notification of the Payment Obligation.
		
	Share Termination Delivery Unit:	 	In the case of a Termination Event, Event of Default, Delisting or Additional Disruption Event, one Share or, in the case of an Insolvency, Nationalization, Merger Event or Tender Offer, one Share or a unit consisting of the number
or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Insolvency, Nationalization, Merger Event or
Tender Offer, as applicable. If such Insolvency, Nationalization, Merger Event or Tender Offer involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of
cash.
		
	Failure to Deliver:	 	Not Applicable
		
	Other applicable provisions:	 	If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9 and 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any
representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws arising as a result of the fact that Seller is the issuer of the Shares or any portion of the Share Termination Delivery
Units) of the Equity Definitions will be applicable as if “Physical Settlement” applied to the Transaction, except that all references to “Shares” shall be read as references to “Share Termination Delivery
Units”.

 (b) Private Placement Procedures. (i) If, in the reasonable judgment of Dealer, for any
reason, any Shares or any securities of Issuer or its affiliates comprising any Share Termination Delivery Units deliverable to Dealer hereunder (any such Shares or securities, “Delivered Securities”) would not be immediately freely
transferable by Dealer under Rule 144 under the Securities Act, then the provisions set forth in this Section 8(b) shall apply. In such event, Issuer shall deliver additional Delivered Securities so that the value of such Delivered Securities,
as determined by the Calculation Agent to reflect an appropriate liquidity discount, equals the value of the number of Delivered Securities that would otherwise be deliverable if such Delivered Securities were freely tradeable (without prospectus
delivery) upon receipt by Dealer (such value, the “Freely Tradeable Value”).
 (ii) (A) Dealer (or an Affiliate of Dealer
designated by Dealer) and any potential institutional purchaser of any such Delivered Securities from Dealer or such Affiliate identified by Dealer shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation in
compliance with applicable law with respect to Issuer customary in scope for private placements of equity securities (including, without limitation, the right to have made available to them for inspection all financial and other records, pertinent
corporate documents and other information reasonably requested by them); 
 (B) Dealer (or an Affiliate of Dealer designated
by Dealer) and Issuer shall enter into an agreement (a “Private Placement Agreement”) on commercially reasonable terms in connection with the private placement of such Delivered Securities by Issuer to Dealer or such Affiliate and
the private resale of such shares by Dealer or such Affiliate, substantially similar to private placement purchase agreements customary for private placements of equity securities, in form and substance commercially reasonably satisfactory to Dealer
and Issuer, which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating to the indemnification of, and contribution in connection
with the liability of, Dealer and its Affiliates and Issuer, shall provide for the payment by Issuer of all expenses in connection with such resale, including all fees and expenses of counsel for Dealer, shall contain representations, warranties and
agreements of Issuer reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resale, and shall use best efforts to provide for the delivery of
accountants’ “comfort letters” to Dealer or such Affiliate with respect to the financial statements and certain financial information contained in or incorporated by reference into the offering memorandum prepared for the resale of
such Shares; 

  
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 (C) Issuer agrees that (i) any Delivered Securities so delivered to Dealer may be
transferred by and among Dealer and its Affiliates, and Issuer shall effect such transfer without any further action by Dealer and (ii) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has
elapsed with respect to such Delivered Securities, Issuer shall promptly remove, or cause the transfer agent for such Shares or securities to remove, any legends referring to any such restrictions or requirements from any Delivered Securities,
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); and 
 (D) Issuer shall not take, or cause to be taken, any action that would make unavailable either the exemption
pursuant to Section 4(a)(2) of the Securities Act for the sale by Issuer to Dealer (or any affiliate designated by Dealer) of the Shares or Share Termination Delivery Units, as the case may be, or the exemption pursuant to Section 4(a)(1) or Section
4(a)(3) of the Securities Act for resale of the Shares or Share Termination Delivery Units, as the case may be, by Dealer (or any such affiliate of Dealer). 

(iii) Dealer or its affiliate may sell such Shares or Share Termination Delivery Units, as the case may be, during a period (the
“Resale Period”) commencing on the Exchange Business Day following delivery of such Shares or Share Termination Delivery Units, as the case may be, and ending on the Exchange Business Day on which Dealer completes the sale of all
such Shares or Share Termination Delivery Units, as the case may be, or a sufficient number of Shares or Share Termination Delivery Units, as the case may be, so that the realized net proceeds of such sales exceed the Freely Tradeable Value (such
amount of the Freely Tradeable Value, the “Required Proceeds”). If any of such delivered Shares or Share Termination Delivery Units remain after such realized net proceeds exceed the Required Proceeds, Dealer shall return such
remaining Shares or Share Termination Delivery Units to Issuer. If the Required Proceeds exceed the realized net proceeds from such resale, Issuer shall transfer to Dealer by the open of the regular trading session on the Exchange on the
Exchange Trading Day immediately following the last day of the Resale Period the amount of such excess (the “Additional Amount”) in cash or in a number of additional Shares or Share Termination Delivery Units, as the case may be,
(“Make-whole Shares”) in an amount that, based on the Relevant Price on the last day of the Resale Period (as if such day was the “Valuation Date” for purposes of computing such Relevant Price), has a dollar value equal to
the Additional Amount. The Resale Period shall continue to enable the sale of the Make-whole Shares in the manner contemplated by this Section 8(b)(iii). This provision shall be applied successively until the Additional Amount is equal to
zero, subject to Section 8(d). 
 (c) Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement or this
Confirmation, in no event shall Dealer be entitled to receive, or shall be deemed to receive, any Shares in connection with this Transaction if, immediately upon giving effect to such receipt of such Shares, (i) Dealer’s Beneficial Ownership
would be equal to or greater than 7.5% of the outstanding Shares, (ii) Dealer, or any “affiliate” or “associate” of Dealer, would be an “interested stockholder” of Issuer, as all such terms are defined in Section 203 of
the Delaware General Corporation Law or (iii) 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 any federal, state or local laws, regulations, regulatory orders or organizational documents or contracts of Issuer 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 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, or could result in an adverse effect on a Dealer Person, under Applicable Restrictions, as determined by Dealer in its
reasonable discretion, and with respect to which such requirements have not been met or the relevant approval has not been received or that would give rise to any consequences under the constitutive documents of Issuer or any contract or agreement
to which Issuer is a party, in each case minus (y) 1% of the number of Shares outstanding on the date of determination (each of clause (i), (ii) and (iii) above, an “Ownership Limitation”). If any delivery owed to Dealer
hereunder is not made, in whole or in part, as a result of an Ownership Limitation, Dealer’s right to receive such delivery shall not be extinguished and Issuer shall make such delivery as promptly as practicable after, but in no event later
than one Exchange Business Day after, Dealer gives notice to Issuer that such delivery would not result in any of such Ownership Limitations being breached. “Dealer’s Beneficial Ownership” means the
“beneficial ownership” (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder (collectively, “Section 13”)) of Shares, without duplication, by Dealer, together with any of its affiliates
or other person subject to aggregation with Dealer under Section 13 for 

  
 13 







 
purposes of “beneficial ownership”, or by any “group” (within the meaning of Section 13) of which Dealer is or may be deemed to be a part (Dealer and any such affiliates,
persons and groups, collectively, “Dealer Group”) (or, to the extent that, as a result of a change in law, regulation or interpretation after the date hereof, the equivalent calculation under Section 16 of the Exchange Act and the
rules and regulations thereunder results in a higher number, such number). Notwithstanding anything in the Agreement or this Confirmation to the contrary, Dealer (or the affiliate designated by Dealer pursuant to Section 8(k) below) shall not
become the record or beneficial owner, or otherwise have any rights as a holder, of any Shares that Dealer (or such affiliate) is not entitled to receive at any time pursuant to this Section 8(c), until such time as such Shares are delivered
pursuant to this Section 8(c). 
 (d) Limitations on Settlement by Issuer. Notwithstanding anything herein or in the Agreement
to the contrary, in no event shall Issuer be required to deliver Shares in connection with the Transaction in excess of the Capped Number of Shares (as provided in Annex A to this Confirmation), subject to adjustment from time to time in accordance
with the provisions of this Confirmation or the Definitions; provided that no such adjustment shall cause the Capped Number to exceed the Available Shares, other than an adjustment resulting from actions of Issuer or events within
Issuer’s control (the “Capped Number”). Issuer represents and warrants to Dealer (which representation and warranty shall be deemed to be repeated on each day that the Transaction is outstanding) that the Capped Number is
equal to or less than the number of authorized but unissued Shares of the Issuer that are not reserved for future issuance in connection with transactions in the Shares (other than the Transaction) on the date of the determination of the Capped
Number (such Shares, the “Available Shares”). In the event Issuer shall not have delivered the full number of Shares otherwise deliverable as a result of this Section 8(d) (the resulting deficit, the “Deficit
Shares”), Issuer shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, Shares when, and to the extent, that (i) Shares are repurchased, acquired
or otherwise received by Issuer or any of its subsidiaries after the Trade Date (whether or not in exchange for cash, fair value or any other consideration), (ii) authorized and unissued Shares previously reserved for issuance in respect of other
transactions become no longer so reserved or (iii) Issuer additionally authorizes any unissued Shares that are not reserved for other transactions. Issuer shall immediately notify Dealer of the occurrence of any of the foregoing events
(including the number of Shares subject to clause (i), (ii) or (iii) and the corresponding number of Shares to be delivered) and promptly deliver such Shares thereafter. 

(e) Right to Extend. Dealer may postpone any Exercise Date or Settlement Date or any other date of valuation or delivery with
respect to some or all of the relevant Warrants (in which event the Calculation Agent shall make appropriate adjustments to the Number of Shares to be Delivered with respect to one or more Components), if Dealer determines, in its reasonable
discretion, that such extension is reasonably necessary or appropriate (i) to preserve Dealer’s hedging or hedge unwind activity hereunder in light of existing liquidity conditions in the cash market, the stock loan market or any other relevant
market or (ii) to enable Dealer to effect purchases of Shares in connection with its hedging, hedge unwind or settlement activity hereunder in a manner that would, if Dealer were Issuer or an affiliated purchaser of Issuer, be in compliance with
applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer);
provided that no such Exercise Date, Settlement Date or other date of valuation or delivery may be postponed or added more than 80 Scheduled Trading Days after the original Exercise Date, Settlement Date or other date of valuation or delivery,
as the case may be. 
 (f) 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 Issuer’s bankruptcy. For the avoidance of doubt, the parties agree that the preceding sentence shall not apply at any time other
than during Issuer’s bankruptcy to any claim arising as a result of a breach by Issuer of any of its obligations under this Confirmation or the Agreement. For the avoidance of doubt, the parties acknowledge that this Confirmation is not
secured by any collateral that would otherwise secure the obligations of Issuer herein under or pursuant to any other agreement. 
 (g)
Amendments to Equity Definitions. The following amendments shall be made to the Equity Definitions: 

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

(ii) The first sentence of Section 11.2(c) of the Equity Definitions, prior to clause (A) thereof, is hereby amended to read as
follows: ‘(c) If “Calculation Agent Adjustment” is specified as the Method of 

  
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Adjustment in the related Confirmation of a Share Option Transaction, then following the announcement or occurrence of any Potential Adjustment Event, the Calculation Agent will determine whether
such Potential Adjustment Event has an effect on the theoretical value of the relevant Shares or options on the Shares and, if so, will (i) make appropriate adjustment(s), if any, to any one or more of:’ and, the portion of such sentence
immediately preceding clause (ii) thereof is hereby amended by deleting the words “diluting or concentrative” and the words “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends,
stock loan rate or liquidity relative to the relevant Shares)” and replacing such latter phrase with the words “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends,
stock loan rate or liquidity relative to the relevant Shares)”; 
 (iii) Section 11.2(e)(vii) of the Equity
Definitions is hereby amended by deleting the words “diluting or concentrative” and replacing them with the word “material” and adding the phrase “or Warrants” at the end of the sentence; 

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

(v) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by (A) deleting (1) subsection (A) in its entirety, (2) the
phrase “or (B)” following subsection (A) and (3) the phrase “in each case” in subsection (B); and (B) deleting the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares
or” in the penultimate sentence; and 
 (vi) Section 12.9(b)(v) of the Equity Definitions is hereby amended by (A)
adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); and (B)(1) deleting subsection (C) in its entirety, (2) deleting the word “or” immediately preceding
subsection (C) and (3) replacing in the penultimate sentence the words “either party” with “the Hedging Party” and (4) deleting clause (X) in the final sentence. 

(h) Transfer and Assignment. Dealer may transfer or assign without any consent of the Issuer its rights and obligations hereunder
and under the Agreement, in whole or in part, to (i) any of its affiliates, or any entities sponsored or organized by, or on behalf of or for the benefit of, Dealer, in each case, 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 Bank of America Corporation or (ii) any other person (including, without limitation, any affiliate of Dealer or any entity sponsored or organized by,
or on behalf of or for the benefit of, Dealer) of credit quality equivalent to Dealer; provided that, in the case of each of clauses (i) and (ii), (A) under the applicable law effective on the date of such assignment, Issuer will not, as a
result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Issuer would have been required to pay to Dealer in the absence
of such transfer or assignment and (B) no Event of Default, Potential Event of Default or Termination Event shall occur as a result of such assignment or transfer. At any time at which any Ownership Limitation or a Hedging Disruption exists, if
Dealer, in its discretion, is unable to effect a transfer or assignment to a third party in compliance with the immediately preceding sentence after using its commercially reasonable efforts on pricing terms and within a time period reasonably
acceptable to Dealer such that an Ownership Limitation or a Hedging Disruption, as the case may be, no longer exists, Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Terminated
Portion”) of the Transaction, such that such Ownership Limitation or Hedging Disruption, as the case may be, no longer exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of the
Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement and Section 8(b) of this Confirmation as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to the
Terminated Portion of the Transaction, (ii) Issuer shall be the sole Affected Party with respect to such partial termination and (iii) such portion of the Transaction shall be the only Terminated Transaction. 

(i) Adjustments. For the avoidance of doubt, whenever the Calculation Agent is called upon to make an adjustment pursuant to the
terms of this Confirmation or the Definitions to take into account the effect of an event, the Calculation Agent shall make such adjustment by reference to the effect of such event on the Hedging Party, assuming that the Hedging Party maintains a
commercially reasonable hedge position. 

  
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 (j) Disclosure. Effective from the date of commencement of discussions concerning the
Transaction, Issuer and each of its employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including
opinions or other tax analyses) that are provided to Issuer relating to such tax treatment and tax structure. 
 (k) Designation by
Dealer. 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 Issuer, Dealer may designate any of its affiliates
to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to
Issuer to the extent of any such performance. 
 (l) Additional Termination Events. The occurrence of any of the following shall
constitute an Additional Termination Event with respect to which the Transaction shall be the sole Affected Transaction and Issuer shall be the sole Affected Party; provided that with respect to any Additional Termination Event, Dealer may
choose to treat part of the Transaction as the sole Affected Transaction, and, upon the termination of the Affected Transaction, a Transaction with terms identical to those set forth herein except with a Number of Warrants equal to the unaffected
number of Warrants shall be treated for all purposes as the Transaction, which shall remain in full force and effect: 
 (i)
Dealer reasonably determines that it is advisable to terminate a portion of the Transaction so that Dealer’s related hedging activities will comply with applicable securities laws, rules or regulations or related policies and procedures of
Dealer (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer, but only so long as such policies or procedures are similarly applicable to transactions similar to the Transaction and
consistently applied); 
 (ii) a “person” or “group” within the meaning of Section 13(d) of the Exchange
Act, other than Issuer, its wholly owned subsidiaries and its and their employee benefit plans, has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of Issuer’s common equity
representing more than 50% of the voting power of Issuer’s common equity; 
 (iii) the consummation of (A) any
recapitalization, reclassification or change of Issuer’s common stock (other than changes resulting from a subdivision or combination) as a result of which Issuer’s common stock would be converted into, or exchanged for, stock, other
securities, other property or assets; (B) any share exchange, consolidation or merger of Issuer pursuant to which Issuer’s common stock will be converted into cash, securities or other property or assets; or (C) any sale, lease or other
transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of Issuer and its subsidiaries, taken as a whole, to any person other than one of Issuer’s wholly owned subsidiaries; or 

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

Notwithstanding the foregoing, a transaction or transactions set forth in clause (ii) or (iii) above will not constitute an Additional
Termination Event if at least 90% of the consideration received or to be received by Issuer’s common stockholders, excluding cash payments for fractional shares, in connection with such transaction or transactions consists of shares of common
stock that are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with
such transaction or transactions and as a result of such transaction or transactions the Shares become convertible into such consideration, excluding cash payments for fractional shares. 

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

(n) Early Unwind. In the event the sale by Issuer of the Initial Securities (as defined under the Purchase Agreement) is not
consummated with the Initial Purchasers pursuant to the Purchase Agreement for any reason (other than as a consequence of a breach or default by the Initial Purchasers) by the close of business in New York on July 27, 2016 (or such later date as
agreed upon by the parties, which in no event shall be later than August 10, 2016) (July 27, 2016 or such later date being the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early
Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Issuer thereunder shall be cancelled and terminated and (ii) Issuer 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 

  
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Transaction (including market losses incurred in reselling any Shares purchased by Dealer or its affiliates in connection with such hedging activities). 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 Issuer 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. 
 (o) Wall Street Transparency and Accountability Act of
2010. The parties hereby agree that none of (v) Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”), (w) any similar legal certainty provision in any legislation enacted, or rule or
regulation promulgated, on or after the Trade Date, (x) the enactment of WSTAA or any regulation under the WSTAA, (y) any requirement under WSTAA nor (z) an amendment made by WSTAA, shall limit or otherwise impair either party’s rights to
terminate, renegotiate, modify, amend or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under this Confirmation, the
Equity Definitions incorporated herein, or the Agreement (including, but not limited to, rights arising from Change in Law, Hedging Disruption, Increased Cost of Hedging, Loss of Stock Borrow, Increased Cost of Stock Borrow, an Excess Ownership
Position or Illegality (as defined in the Agreement)). 
 (p) Tax Matters 

(i) Withholding Tax imposed on payments to non-US counterparties under the United States Foreign Account Tax Compliance
Act. “Tax” and “Indemnifiable Tax”, each as defined in Section 14 of the Agreement, shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal
Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules
or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a
Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of the Agreement. 

(ii) HIRE Act. “Tax” and “Indemnifiable Tax”, each as defined in Section 14 of the Agreement,
shall not include any tax imposed on payments treated as dividends from sources within the United States under Section 871(m) of the Code or any regulations issued thereunder. 

(iii) Tax documentation. For the purpose of Section 4(a)(i) of the Agreement, Issuer shall provide to Dealer a valid
U.S. Internal Revenue Service Form W-9, or any successor thereto, (i) on or before the date of execution of this Confirmation and (ii) promptly upon learning that any such tax form previously provided by Issuer has become obsolete or
incorrect. Additionally, Issuer shall, promptly upon request by Dealer, provide such other tax forms and documents requested by Dealer. 

(iv) Tax Representations. For the purpose of Section 3(f) of the Agreement, Issuer is a corporation for U.S.
federal income tax purposes and is organized under the laws of the State of Delaware. Issuer is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for U.S. federal income tax
purposes and an exempt recipient under Treasury Regulation Section 1.6049-(4)(c)(1)(ii). 
 (q) Waiver of Trial by Jury. EACH
OF ISSUER AND BUYER HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION OR THE ACTIONS OF BUYER OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF. 

(r) Governing Law; Jurisdiction. THIS CONFIRMATION AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO
THIS CONFIRMATION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE  

  
 17 







 
EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY
OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS. 
 [Signature Page
Follows] 

  
 18 







 Issuer 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 Issuer 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,

	
	 BANK OF AMERICA, N.A.

		
	 By:
	 	 /s/ Christopher A. Hutmaker

		 	 Name: Christopher A. Hutmaker

		 	 Title:   Managing Director



  

			
	Agreed and Accepted By:
	
	BLACKHAWK NETWORK HOLDINGS, INC.
		
	By:	 	 /s/ Jerry Ulrich

		 	 Name: Jerry Ulrich

		 	 Title:   CFO








 Annex A 

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

 

					
	 Component Number
	 	 Number of Warrants
	 	 Expiration Date

	1.	 	38,462	 	April 18, 2022
	2.	 	38,462	 	April 19, 2022
	3.	 	38,462	 	April 20, 2022
	4.	 	38,462	 	April 21, 2022
	5.	 	38,462	 	April 22, 2022
	6.	 	38,462	 	April 25, 2022
	7.	 	38,462	 	April 26, 2022
	8.	 	38,462	 	April 27, 2022
	9.	 	38,462	 	April 28, 2022
	10.	 	38,462	 	April 29, 2022
	11.	 	38,462	 	May 2, 2022
	12.	 	38,462	 	May 3, 2022
	13.	 	38,462	 	May 4, 2022
	14.	 	38,462	 	May 5, 2022
	15.	 	38,462	 	May 6, 2022
	16.	 	38,462	 	May 9, 2022
	17.	 	38,462	 	May 10, 2022
	18.	 	38,462	 	May 11, 2022
	19.	 	38,462	 	May 12, 2022
	20.	 	38,462	 	May 13, 2022
	21.	 	38,462	 	May 16, 2022
	22.	 	38,462	 	May 17, 2022
	23.	 	38,462	 	May 18, 2022
	24.	 	38,462	 	May 19, 2022
	25.	 	38,462	 	May 20, 2022
	26.	 	38,462	 	May 23, 2022
	27.	 	38,462	 	May 24, 2022
	28.	 	38,462	 	May 25, 2022
	29.	 	38,462	 	May 26, 2022
	30.	 	38,462	 	May 27, 2022
	31.	 	38,462	 	May 31, 2022
	32.	 	38,462	 	June 1, 2022
	33.	 	38,462	 	June 2, 2022
	34.	 	38,462	 	June 3, 2022
	35.	 	38,462	 	June 6, 2022
	36.	 	38,462	 	June 7, 2022
	37.	 	38,462	 	June 8, 2022
	38.	 	38,462	 	June 9, 2022
	39.	 	38,462	 	June 10, 2022
	40.	 	38,462	 	June 13, 2022
	41.	 	38,462	 	June 14, 2022
	42.	 	38,462	 	June 15, 2022
	43.	 	38,462	 	June 16, 2022
	44.	 	38,462	 	June 17, 2022
	45.	 	38,462	 	June 20, 2022
	46.	 	38,462	 	June 21, 2022
	47.	 	38,462	 	June 22, 2022
	48.	 	38,462	 	June 23, 2022
	49.	 	38,462	 	June 24, 2022
	50.	 	38,462	 	June 27, 2022
	51.	 	38,462	 	June 28, 2022








					
	52.	 	38,462	 	June 29, 2022
	53.	 	38,462	 	June 30, 2022
	54.	 	38,462	 	July 1, 2022
	55.	 	38,463	 	July 5, 2022
	56.	 	38,463	 	July 6, 2022
	57.	 	38,463	 	July 7, 2022
	58.	 	38,463	 	July 8, 2022
	59.	 	38,463	 	July 11, 2022
	60.	 	38,463	 	July 12, 2022
	61.	 	38,463	 	July 13, 2022
	62.	 	38,463	 	July 14, 2022
	63.	 	38,463	 	July 15, 2022
	64.	 	38,463	 	July 18, 2022
	65.	 	38,463	 	July 19, 2022
	66.	 	38,463	 	July 20, 2022
	67.	 	38,463	 	July 21, 2022
	68.	 	38,463	 	July 22, 2022
	69.	 	38,463	 	July 25, 2022
	70.	 	38,463	 	July 26, 2022
	71.	 	38,463	 	July 27, 2022
	72.	 	38,463	 	July 28, 2022
	73.	 	38,463	 	July 29, 2022
	74.	 	38,463	 	August 1, 2022
	75.	 	38,463	 	August 2, 2022
	76.	 	38,463	 	August 3, 2022
	77.	 	38,463	 	August 4, 2022
	78.	 	38,463	 	August 5, 2022
	79.	 	38,463	 	August 8, 2022
	80.	 	38,463	 	August 9, 2022

  

			
	 Strike Price:
	  	 USD61.1975

		
	 Premium:
	  	 USD14,413,333.33

		
	 Maximum Stock Loan Rate:
	  	 200 basis points

		
	 Initial Stock Loan Rate:
	  	 Prior to January 16, 2022, zero basis points, and thereafter, 25 basis points

		
	 Capped Number of Shares:
	  	 6,153,972



  
 2