Exhibit 10.5(c)



 EXHIBIT 10.5(c) 

 

 

  

							
		 	November 17, 2010	  	
			
	To:	 	Kaman Corporation	  	
		 	1332 Blue Hills Avenue	  	
		 	Bloomfield, Connecticut 06002	  	
		 	Attn:	 	Robert Starr	  	
		 	Telephone:	 	860-243-7838	  	
		 	Facsimile:	 	860-243-6365	  	
		
	From:	 	Bank of America, N.A.
		 	c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
		 	Bank of America Tower at One Bryant Park
		 	New York, NY 10036
		 	Attn:	 	John Servidio	  	
		 	Telephone:	 	646-855-8900	  	
		 	Facsimile:	 	704-208-2869	  	
		
	Re:	 	Additional Issuer Warrant Transaction
		 	(Transaction Reference Number: 108334020)


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 Kaman Corporation (“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 2000 ISDA Definitions (including the Annex
thereto) (the “2000 Definitions”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the 2000 Definitions, the
“Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). In the event of any inconsistency between the 2000 Definitions and the Equity Definitions, the Equity
Definitions will govern. For purposes of the Equity Definitions, each reference herein to a Warrant shall be deemed to be a reference to a Call Option or an Option, as context requires. 

This Confirmation evidences a complete and binding agreement between Dealer and Issuer as to the terms of the Transaction to which this
Confirmation relates. This Confirmation shall be subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement as if Dealer and Issuer had executed an agreement in such form (without any Schedule but with
the elections set forth in this Confirmation). For the avoidance of doubt, the Transaction shall be the only transaction under the Agreement. 
 All provisions contained in, or incorporated by reference to, the Agreement will govern this Confirmation except as expressly modified herein. In the event of any inconsistency between this Confirmation
and either the Definitions or the Agreement, this Confirmation shall govern. 
 2. The Transaction is a Warrant Transaction,
which shall be considered a Share Option Transaction for purposes of the Equity Definitions. The terms of the particular Transaction to which this Confirmation relates are as follows: 

 

			
	General Terms:	  	
		
	 Trade Date:
	  	November 17, 2010
		
	 Effective Date:
	  	November 19, 2010, or such other date as agreed between the parties, subject to Section 8(o) 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 USD 1.00 per share (Ticker Symbol: “KAMN”).
		
	 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.
		
	 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 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 June 29, 2018.
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


  
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		  	shall designate the Scheduled Trading Day determined in the manner described in the immediately preceding sentence as the Expiration Date for the remaining Warrants for such
Component, and (ii) the VWAP Price for such Disrupted Day shall be determined by the Calculation Agent based on transactions in the Shares on such Disrupted Day taking into account the nature and duration of such Market Disruption Event on such day.
Any Scheduled Trading Day on which, as of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be a Scheduled Trading Day; if a closure of the Exchange prior to its normal close of trading
on any Scheduled Trading Day is scheduled following the date hereof, then such Scheduled Trading Day shall be deemed to be a Disrupted Day in full. Section 6.6 of the Equity Definitions shall not apply to any Valuation Date occurring on an
Expiration Date.
		
	 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 reasonable good faith discretion, determines makes it appropriate with regard to any legal, regulatory or self-regulatory requirements or related
policies and procedures, for Dealer to refrain from or decrease any market activity in 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.
		
	 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.


  
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	 Number of Shares to be Delivered:
	  	In respect of any Exercise Date, subject to the last sentence of Section 9.5 of the Equity Definitions, 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 10:00 A.M. (local time in New York City) on the relevant Settlement
Date.
		
	 VWAP Price:
	  	For any Valuation Date, the Rule 10b-18 dollar volume weighted average price per Share for such Valuation Date based on transactions executed during such Valuation Date, as
reported on Bloomberg Page “KAMN <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, 9.10, 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by
excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws arising as a result of the fact that Seller is the Issuer of the Shares) 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 (i) 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
and (ii) the amount or value of which differs from the Ordinary Dividend Amount for such Dividend, as determined by the Calculation Agent. If no ex-dividend date for a Dividend on the Shares occurs in any regular quarterly dividend period of Issuer
that falls, in whole or in part, after the Trade Date and on or prior to the Expiration Date, then an Extraordinary Dividend of USD 0.00 shall be deemed to have been paid during such period.
		
	 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).
		
	 Ordinary Dividend Amount:
	  	For the first Dividend on the Shares for which the ex dividend date occurs during any regular quarterly dividend period of Issuer, USD 0.14, and for any other Dividend on the
Shares for which the ex dividend date occurs during the same regular quarterly dividend period, USD 0.00.
		
	Extraordinary Events:	  	
		
	 Consequences of Merger Events:
	  	
		
	 (a)    Share-for-Share:
	  	Modified Calculation Agent Adjustment


  
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	 (b)    Share-for-Other:
	  	Cancellation and Payment (Calculation Agent Determination)
		
	 (c)    Share-for-Combined:
	  	Cancellation and Payment (Calculation Agent Determination)
		
	 Tender Offer:
	  	Applicable
		
	 Consequences of Tender Offers:
	  	
		
	 (a)    Share-for-Share:
	  	Modified Calculation Agent Adjustment
		
	 (b)    Share-for-Other:
	  	Cancellation and Payment (Calculation Agent Determination) on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the
remainder of the Other Consideration.
		
	 (c)    Share-for-Combined:
	  	Modified Calculation Agent Adjustment
		
	 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 reasonably 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, and if such conditions are not met or if the Calculation Agent determines that no adjustment that it could make under
Section 12.2(e)(i) of the Equity Definitions will produce a commercially reasonable result, then the consequences set forth in Section 12.2(e)(ii) of the Equity Definitions shall apply.

		
	 New Shares:
	  	In the definition of New Shares in Section 12.1(i) of the Equity Definitions, 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)”.
		
	 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


  
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		  		  	Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the
Exchange.
			
		  	Additional Disruption Events:	  	
						
		  		  	(a)	  		  	Change in Law:	  	Applicable
						
		  		  	(b)	  		  	Failure to Deliver:	  	Applicable
						
		  		  	(c)	  		  	Insolvency Filing:	  	Applicable
						
		  		  	(d)	  		  	Hedging Disruption:	  	Applicable
						
		  		  	(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
			
		  	Determining Party:	  	Dealer for all applicable Extraordinary Events
			
		  	Non-Reliance:	  	Applicable
			
		  	 Agreements and Acknowledgments
 Regarding Hedging Activities:
	  	Applicable
			
		  	Additional Acknowledgments:	  	Applicable
				
		  	3.	  	Calculation Agent:	  	Dealer
				
		  	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.
				
		  	5.	  	Offices:	  	
				
		  		  		  	The Office of Dealer for the Transaction is: New York
				
		  		  		  	 Bank of America, N.A.
 c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
 Bank of America
Tower at One Bryant Park
 New York, NY 10036

		  		  		  		  	Attention:	  	John Servidio
		  		  		  		  	Telephone:	  	646-855-7127
		  		  		  		  	Facsimile:	  	704-208-2869
				
		  		  		  	The Office of Issuer for the Transaction is: Not applicable


  
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		  	6.	  		  	Notices: For purposes of this Confirmation:
				
		  	(a)	  		  	Address for notices or communications to Issuer:


									
					
		  		  		  	To:	  	 Kaman Corporation
 1332 Blue
Hills Avenue
 Bloomfield, Connecticut 06002

		  		  		  	Attn:	  	Robert Starr
		  		  		  	Telephone:	  	860-243-7838
		  		  		  	Facsimile:	  	860-243-6365
				
		  	(b)	  		  	Address for notices or communications to Dealer:


									
					
		  		  		  	To:	  	 Bank of America, N.A.
 c/o
Merrill Lynch, Pierce, Fenner & Smith Incorporated
 Bank of America Tower at One Bryant Park

New York, NY 10036

		  		  		  	Attn:	  	John Servidio
		  		  		  	Telephone:	  	646-855-7127
		  		  		  	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, and as of the date of any election by Issuer of the Share Termination Alternative under (and as
defined in) Section 8(a) below, (A) none of Issuer and its officers and directors knows 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 November 15, 2010 between Issuer and Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc. as representatives of 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) 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”). 
 (xi) On each day during the Settlement Period,
neither Issuer nor any “affiliated purchaser” (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) The Shares of Issuer initially issuable upon exercise of the Warrant (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Issuer. The Warrant
Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrant following the exercise of the Warrant in accordance with
the terms and conditions of the Warrant, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. 

(xiii) Issuer is not aware of any 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. 
 (b) Each of Dealer and Issuer agrees and represents that it is an “eligible
contract participant” as defined in Section 1a(12) of the U.S. Commodity Exchange Act, as amended. 
 (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(2) thereof.
Accordingly, Dealer represents and warrants to Issuer that (i) it has the financial ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment, (ii) it is an “accredited
investor” as that term is defined in Regulation D as promulgated under the Securities Act, (iii) it is entering into the Transaction for its own account without a view to the distribution or resale thereof 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) Issuer agrees and acknowledges that Dealer is a “financial institution,” “swap participant” and “financial
participant” within the meaning of Sections 101(22), 101(53C) and 101(22A) of 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 

  
 8 








 
defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” “payment
amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “transfer,” as such term is defined in Section 101(54) of the Bankruptcy Code and a “payment or other
transfer of property” within the meaning of Sections 362 and 546 of the Bankruptcy Code, and (B) Dealer is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(o), 546(e), 546(g), 548(d)(2),
555, 560 and 561 of the Bankruptcy Code. 
 (e) 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. 
 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 of (i) 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 or (ii) an Event of Default in which Issuer is the Defaulting Party or a Termination Event in which Issuer is the Affected Party, which Event of Default or Termination Event resulted from an event or events within Issuer’s control.
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:	  	Applicable and means that Issuer shall deliver to Dealer the Share Termination Delivery Property on the date on which the Payment Obligation would otherwise be due pursuant to
Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) of the Agreement, as applicable (the “Share Termination Payment Date”), in satisfaction of the Payment Obligation.
		
	Share Termination Delivery Property:	  	A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation
Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of the aggregate amount of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate
the Share Termination Unit Price.
		
	Share Termination Unit Price:	  	The value of property contained in one Share Termination Delivery Unit on the date such Share Termination Delivery Units are to be delivered as Share Termination Delivery
Property, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Issuer at the time of notification of the Payment Obligation.
		
	Share Termination Delivery Unit:	  	In the case of a Termination Event, Event of Default, Delisting or Additional Disruption Event, one Share or, in the case of an Insolvency, Nationalization, Merger Event or
Tender Offer, one Share or a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any
securities) in such Insolvency, Nationalization, Merger Event or Tender Offer, as applicable. If such Insolvency, Nationalization, Merger Event or Tender Offer involves a choice of consideration to be received by holders, such holder shall be deemed
to have elected to receive the maximum possible amount of cash.


  
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	Failure to Deliver:	  	Applicable
		
	Other applicable provisions:	  	If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.10, 9.11 (except that the Representation and Agreement contained in Section 9.11 of the
Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws arising as a result of the fact that Seller is the issuer of the Shares
or any portion of the Share Termination Delivery Units) and 9.12 of the Equity Definitions will be applicable as if “Physical Settlement” applied to the Transaction, except that all references to “Shares” shall be read as
references to “Share Termination Delivery Units”.

 (b) 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”). (For the avoidance of doubt, as used in this paragraph (b) only,
the term “Issuer” shall mean the issuer of the relevant securities, as the context shall require.) 
 (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 reasonable expenses in connection with such resale, including all reasonable 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 resales, and shall use best efforts to provide for the delivery of accountants’ “comfort
letters” to Dealer or such Affiliate with respect to the financial statements and certain financial information contained in or incorporated by reference into the offering memorandum prepared for the resale of such Delivered Securities; and

 (C) Issuer agrees that any Delivered Securities so delivered to Dealer, (i) may be transferred by and
among Dealer and its Affiliates, and Issuer shall effect such transfer without any further action by Dealer to the extent permitted by applicable federal and state securities laws and (ii) after the minimum “holding period” within the
meaning of Rule 144(d) under the Securities Act has elapsed with respect to such Delivered Securities, Issuer shall promptly remove, or cause the transfer agent for such Shares or securities to remove, any legends referring to any such restrictions
or requirements from such Delivered Securities upon delivery by Dealer (or such Affiliate of Dealer) to Issuer or such transfer agent of seller’s and broker’s representation letters customarily delivered by Dealer in connection with
resales of restricted securities pursuant to Rule 144 under the Securities Act, without any further requirement 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). 

  
 10 









 (D) Issuer shall not take, or cause to be taken, any action that would make
unavailable either the exemption pursuant to Section 4(2) of the Securities Act for the sale by 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(1) or Section 4(3) of the Securities Act for resales of the Shares or Share Termination Delivery Units, as the case may be, by Dealer (or any such affiliate of Dealer). 

(c) Make-whole. 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”).to the extent permitted by applicable federal and state securities laws. 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(c). This provision
shall be applied successively until the Additional Amount is equal to zero, subject to Section 8(e). 
 (d) Beneficial
Ownership. Notwithstanding anything to the contrary in the Agreement or this Confirmation, in no event shall Dealer be entitled to receive, or shall be deemed to receive, any Shares in connection with this Transaction if, immediately upon giving
effect to such receipt of such Shares, (i) Dealer’s Beneficial Ownership would be equal to or greater than 9.0% of the outstanding Shares or (ii) 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 or regulatory orders applicable to ownership of Shares
(“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares equal to (x) the number of Shares that
would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Dealer Person under Applicable Laws 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 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(l) 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(d), until such time as such Shares are delivered pursuant to this Section 8(d).

 (e) 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 resulting from actions of Issuer or events within 

  
 11 









 
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(e) (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 reserved for issuance in respect of other transactions prior to such date which prior to the relevant date 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. 
 (f) 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 to (i) preserve Dealer’s hedging or hedge unwind activity hereunder in light of existing liquidity
conditions in the cash market, the stock loan market; provided that any extension or postponement resulting from the circumstances or conditions contemplated by this clause (i) shall not result in the final Exercise Date for the
Transaction occurring more than sixty (60) Scheduled Trading Days following the final Exercise Date contemplated hereunder 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.

 (g) 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. 
 (h)
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 words “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 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 are hereby amended by deleting the words “diluting or
concentrative” and replacing them with “a material” and adding the phrase “or Warrants” at the end of the sentence; 

  
 12 









 (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. 
 (i) Transfer and Assignment. Dealer may transfer or assign
its rights and obligations hereunder and under the Agreement, in whole or in part, at any time to any person or entity whatsoever without the consent of Issuer. At any time at which any Ownership Limitation or a Hedging Disruption exists, if Dealer,
in its reasonable good faith discretion, is unable to effect a transfer or assignment to a third party 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. 
 (j) 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. 

(k) 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. 
 (l) 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. 
 (m) 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); 

  
 13 









 (ii) any “person” or “group” (within the meaning of
Section 13(d) of the Exchange Act), other than the Issuer or its subsidiaries, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate
“beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Issuer’s common equity representing more than 50% of the voting power of Issuer’s common equity; 

(iii) consummation of any binding share exchange, exchange offer, tender offer, consolidation or merger of the Issuer
pursuant to which the Shares will be converted into cash, securities or other property or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Issuer and its
subsidiaries, taken as a whole, to any person other than one or more of the Issuer’s subsidiaries (any such exchange, offer, consolidation, merger, transaction or series of transactions being referred to herein as an “event”);
provided, however, that any such event where the holders of more than 50% of the Shares immediately prior to such event, own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving person
or transferee or the parent thereof immediately after such event shall not constitute an Additional Termination Event; 
 (iv) the first day on which Continuing Directors (defined below) cease to constitute at least a majority of the Issuer’s board of directors; 

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

 (vi) the Shares (or other common stock of any successor ) ceases to be listed on the NASDAQ Global Select
Market, the NASDAQ Global Market or the New York Stock Exchange; 
 Notwithstanding the foregoing, in the case of an event
described in clause (ii) or (iii) above will not constitute an Additional Termination Event if at least 90% of the consideration, excluding cash payments for fractional shares, in such transaction or event consists of shares of common
stock or depositary receipts evidencing interests in ordinary shares or common equity that are traded on the NASDAQ Global Select Market, the NASDAQ Global Market or the New York Stock Exchange or that will be so traded when issued or exchanged, and
as a result of the transaction or event, 
 “Continuing Directors” means a director who either was a member of the
Issuer’s board of directors on November 15, 2010 or who becomes a member of the Issuer’s board of directors subsequent to that date and whose election, re-election, appointment or nomination for election by the stockholders of the
Issuer is duly approved by a majority of the Continuing Directors on the Issuer’s board of directors at the time of such approval, either by a specific vote or by approval of the proxy statement issued by the Issuer on behalf of the entire
board of directors in which such individual is named as nominee for director. 
 (n) 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. 

(o) Effectiveness. If, prior to the Effective Date, Dealer reasonably determines that it is advisable to cancel the Transaction
because of concerns that Dealer’s related hedging activities could be viewed as not complying with applicable securities laws, rules or regulations, the Transaction shall be cancelled and shall not become effective, and neither party shall have
any obligation to the other party in respect of the Transaction. 
 (p) Strike Price Adjustment. Notwithstanding
anything to the contrary in the Agreement, this Confirmation or the Equity Definitions (but without limiting Dealer’s right to adjust any variable relevant to the exercise, settlement, payment or other terms of the Transaction, other than the
Strike Price and the Warrant Entitlement), in no event shall (i) the Warrant Entitlement be adjusted, or (ii) the Strike Price be adjusted to the extent that, after giving effect to such adjustment, the Strike Price would be less than USD
26.40, in each case, other than any such adjustment in connection with stock splits or similar changes to Issuer’s capitalization. 
 (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 

  
 14 









 
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 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. 

  
 15 









 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 John Servidio, Facsimile
No. 704-208-2869. 
  

					
	Yours faithfully,
	
	BANK OF AMERICA, N.A.
			
	By:	 		 	 /s/ Christopher A. Hutmaker

		 		 	Name: Christopher A. Hutmaker
		 		 	Title: Managing Director


  

					
	Agreed and Accepted By:
	
	KAMAN CORPORATION
			
	By:	 		 	 /s/ Robert D. Starr

		 		 	Name: Robert D. Starr
		 		 	Title: Vice President and Treasurer


  
 16 









 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
	 	2,454	 	13-Feb-18
	 2
	 	2,454	 	14-Feb-18
	 3
	 	2,454	 	15-Feb-18
	 4
	 	2,454	 	16-Feb-18
	 5
	 	2,454	 	20-Feb-18
	 6
	 	2,454	 	21-Feb-18
	 7
	 	2,454	 	22-Feb-18
	 8
	 	2,454	 	23-Feb-18
	 9
	 	2,454	 	26-Feb-18
	 10
	 	2,454	 	27-Feb-18
	 11
	 	2,454	 	28-Feb-18
	 12
	 	2,454	 	1-Mar-18
	 13
	 	2,454	 	2-Mar-18
	 14
	 	2,454	 	5-Mar-18
	 15
	 	2,454	 	6-Mar-18
	 16
	 	2,454	 	7-Mar-18
	 17
	 	2,454	 	8-Mar-18
	 18
	 	2,454	 	9-Mar-18
	 19
	 	2,454	 	12-Mar-18
	 20
	 	2,454	 	13-Mar-18
	 21
	 	2,454	 	14-Mar-18
	 22
	 	2,454	 	15-Mar-18
	 23
	 	2,454	 	16-Mar-18
	 24
	 	2,454	 	19-Mar-18
	 25
	 	2,454	 	20-Mar-18
	 26
	 	2,454	 	21-Mar-18
	 27
	 	2,454	 	22-Mar-18
	 28
	 	2,454	 	23-Mar-18
	 29
	 	2,454	 	26-Mar-18
	 30
	 	2,454	 	27-Mar-18
	 31
	 	2,454	 	28-Mar-18
	 32
	 	2,454	 	29-Mar-18
	 33
	 	2,454	 	2-Apr-18
	 34
	 	2,454	 	3-Apr-18
	 35
	 	2,454	 	4-Apr-18
	 36
	 	2,454	 	5-Apr-18
	 37
	 	2,454	 	6-Apr-18
	 38
	 	2,454	 	9-Apr-18
	 39
	 	2,454	 	10-Apr-18
	 40
	 	2,454	 	11-Apr-18
	 41
	 	2,454	 	12-Apr-18
	 42
	 	2,454	 	13-Apr-18
	 43
	 	2,454	 	16-Apr-18
	 44
	 	2,454	 	17-Apr-18
	 45
	 	2,454	 	18-Apr-18
	 46
	 	2,454	 	19-Apr-18
	 47
	 	2,454	 	20-Apr-18
	 48
	 	2,454	 	23-Apr-18
	 49
	 	2,454	 	24-Apr-18
	 50
	 	2,454	 	25-Apr-18
	 51
	 	2,454	 	26-Apr-18
	 52
	 	2,454	 	27-Apr-18


  
 17 










					
	 53
	 	2,454	 	30-Apr-18
	 54
	 	2,454	 	1-May-18
	 55
	 	2,454	 	2-May-18
	 56
	 	2,454	 	3-May-18
	 57
	 	2,454	 	4-May-18
	 58
	 	2,454	 	7-May-18
	 59
	 	2,454	 	8-May-18
	 60
	 	2,454	 	9-May-18
	 61
	 	2,454	 	10-May-18
	 62
	 	2,454	 	11-May-18
	 63
	 	2,454	 	14-May-18
	 64
	 	2,454	 	15-May-18
	 65
	 	2,454	 	16-May-18
	 66
	 	2,454	 	17-May-18
	 67
	 	2,454	 	18-May-18
	 68
	 	2,454	 	21-May-18
	 69
	 	2,454	 	22-May-18
	 70
	 	2,454	 	23-May-18
	 71
	 	2,454	 	24-May-18
	 72
	 	2,454	 	25-May-18
	 73
	 	2,454	 	29-May-18
	 74
	 	2,454	 	30-May-18
	 75
	 	2,455	 	31-May-18
	 76
	 	2,455	 	1-Jun-18
	 77
	 	2,455	 	4-Jun-18
	 78
	 	2,455	 	5-Jun-18
	 79
	 	2,455	 	6-Jun-18
	 80
	 	2,455	 	7-Jun-18
	 81
	 	2,455	 	8-Jun-18
	 82
	 	2,455	 	11-Jun-18
	 83
	 	2,455	 	12-Jun-18
	 84
	 	2,455	 	13-Jun-18
	 85
	 	2,455	 	14-Jun-18
	 86
	 	2,455	 	15-Jun-18
	 87
	 	2,455	 	18-Jun-18
	 88
	 	2,455	 	19-Jun-18
	 89
	 	2,455	 	20-Jun-18
	 90
	 	2,455	 	21-Jun-18

  

			
	Strike Price:	  	USD 44.4040
		
	Premium:	  	USD 123,000
		
	Maximum Stock Loan Rate:	  	2.00% per annum
		
	Initial Stock Loan Rate:	  	0.20% per annum
		
	Capped Number of Shares:	  	220,876


  
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