EX-10.4



 Exhibit 10.4 
  





 
 EXECUTION VERSION 

 

			
		  	September 10, 2014
		
	To:	  	 Huron Consulting Group Inc.
 550 West Van Buren
Street
 Chicago, IL 60607

		  	Attn:    Mark Hussey
		  	Telephone: (312) 583-8740
		  	Facsimile: (312) 583-8752
		
	From:	  	JPMorgan Chase Bank, National Association
		  	London Branch
		  	 25 Bank Street
 Canary Wharf

London E14 5JP

		  	England
		
	Re:	  	Additional Issuer Warrant Transaction

 Ladies and Gentlemen: 

The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced
transaction entered into on the Trade Date specified below (the “Transaction”) between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Huron Consulting Group 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 USD
30.0 million and to Dealer with a “Threshold Amount” of 3% of the stockholders’ equity of Dealer’s ultimate parent company, in each case, as if (x) the phrase “, or becoming capable at such time of being
declared,” were deleted from Section 5(a)(vi)(1) of the Agreement, (y) the term “Specified Indebtedness” had the meaning specified in Section 14 of the Agreement, except that such term did not include obligations in
respect of deposits received in the ordinary course of a party’s banking business and (z) the following language shall be added to the end of such Section 5(a)(vi): “Notwithstanding the foregoing, a default under
subsection (2) hereof shall not constitute an Event of Default if (i) the default was caused solely by error or omission of an administrative or operational nature; (ii) funds were available to enable the party to make the payment
when due; and (iii) the payment is made within two Local Business Days of such party’s receipt of written notice of its failure to pay”). For the avoidance of doubt, the Transaction shall be the only transaction under the Agreement.

 JPMorgan Chase Bank, National Association 

Organised under the laws of the United States as a National Banking Association. 

Main Office 1111 Polaris Parkway, Columbus, Ohio 43240 

Registered as a branch in England & Wales branch No. BR000746 

Registered Branch Office 25 Bank Street, Canary Wharf, London, E14 5JP 

Authorised and regulated by the Financial Services Authority 







 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. 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:	  	September 10, 2014
		
	Effective Date:	  	September 15, 2014, 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 USD 0.01 per share (Ticker Symbol: “HURN”).
		
	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 USD62.65, 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



  
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	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 11, 2020. 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, acting commercially reasonably, may determine that such Expiration Date is a Disrupted Day only in part, in which case (i) the
Calculation Agent shall make commercially reasonable 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, but prior to the open of the regular trading session of the Exchange on such day, 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 in respect of 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.”



  
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		  	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 discretion, based on advice of counsel, determines makes it appropriate with regard to any legal, regulatory or self-regulatory requirements or related policies and procedures applicable to
Dealer and the Transaction (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer in good faith in relation to such requirements), 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.
		
	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 in respect of 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 noon (local time in New York City) 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 “HURN <Equity> AQR” (or any
successor



  
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		  	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 1.27, 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 and 10.5 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.
		
	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:	  	


			
	
	 Consequences of Merger Events:


 
			
		
	 Merger Event:
	  	Applicable; provided that if an event occurs that constitutes both a Merger Event under Section 12.1(b) of the Equity Definitions and 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.
		
	 (a)    Share-for-Share:
	  	Modified Calculation Agent Adjustment.
		
	 (b)    Share-for-Other:
	  	Modified Calculation Agent Adjustment; provided that Dealer may elect Cancellation and Payment (Calculation Agent Determination) for any portion of the Transaction in its commercially reasonable discretion.
		
	 (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 commercially reasonable
discretion.



			
		
	         Tender Offer:	  	Applicable; provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “25.0%”; and provided further 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.


  
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	Consequences of Tender Offers:


 
			
		
	 (a)    Share-for-Share:
	  	Modified Calculation Agent Adjustment.
		
	 (b)    Share-for-Other:
	  	Modified Calculation Agent Adjustment; provided that Dealer may elect Cancellation and Payment (Calculation Agent Determination) for any portion of the Transaction in its commercially reasonable discretion.
		
	 (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 commercially reasonable
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 in good faith in relation to such
requirements), 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.

		
	 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



  
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		  	Merger Event or Tender Offer, (y) any acquisition by Issuer or any of its subsidiaries where the aggregate consideration exceeds 30.0% 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.

		
	Additional Disruption Events:	  	


 
			
		
	 (a)    Change in Law:
	  	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) adding the words “(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)” after the word “regulation” in the second line thereof, (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



  
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		  	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; provided that the Hedging Party shall use
commercially reasonable efforts to avoid an Increased Cost of Hedging on terms reasonably acceptable to the Hedging Party (it being understood that such party need not take any action that does not meet the Avoidance Criteria).

		
		  	“Avoidance Criteria” means, with respect to an action, as determined by the Calculation Agent in good faith, that (i) such action is legal and complies with all applicable regulations, rules (including by
self-regulatory organizations) and policies, (ii) if such party is to establish one or more alternative Hedge Positions, there is sufficient liquidity in those alternative Hedge Positions available for that Hedging Party to hedge, (iii) by taking
such action, there would not be a material risk that such Hedging Party would incur, any one or more of an increased performance cost, increased hedging cost or increased capital charges, (iv) such action is known to such Hedging Party or market
participants generally and (v) such action would not require such Hedging Party to incur a material administrative or operational burden.
		
	 (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; provided that the Hedging Party shall use
commercially reasonable efforts to avoid an Increased Cost of Stock Borrow on terms reasonably acceptable to the Hedging Party (it being understood that such party need not take any action that does not meet the Avoidance Criteria).

		
	 Initial Stock Loan Rate:
	  	As provided in Annex A to this Confirmation.



  
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	Hedging Party:	 	Dealer for all applicable Potential Adjustment Events and Extraordinary Events
		
	Determining Party:	 	Dealer for all applicable Extraordinary Events; provided that all calculations and adjustments by the Determining Party shall be made in good faith and in a commercially reasonable manner.
		
	Non-Reliance:	 	Applicable
		
	 Agreements and Acknowledgments

Regarding Hedging Activities:
	 	
	 	Applicable
		
	Additional Acknowledgments:	 	Applicable


  

					
	3. Calculation Agent:	 	Dealer, subject to the following:
		
		 	The Calculation Agent is Dealer, whose judgments, determinations and calculations as Calculation Agent shall be made in good faith and in a commercially reasonable manner. Following any determination or calculation by
the Calculation Agent hereunder, upon a written request by Issuer, the Calculation Agent shall promptly (but in any event within five Scheduled Trading Days) provide to Issuer by email to the email address provided by Issuer in such request a report
(in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such determination or calculation (including any assumptions used in making such determination or calculation), it
being understood that the Calculation Agent shall not be obligated to disclose any proprietary or confidential data or information or any proprietary or confidential models used by it for such determination or calculation.


  

					
	4. Account Details:


 
			
		
	Dealer Payment Instructions:	 	To be provided under separate cover
		
	Issuer Payment Instructions:	 	Bank Name: Bank of America
		 	135 S. LaSalle Street
		 	Chicago, IL. 60603
		 	Account Name: Huron Consulting Group Inc.
		 	Account #: 5800-987447
		 	Routing #: 026009593 (for Wires)
		 	Routing #: 071000039 (for ACHs)


 5. Offices: 

The Office of Dealer for the Transaction is: London 

JPMorgan Chase Bank, National Association 

London Branch 
 25 Bank Street

 Canary Wharf 
 London E14 5JP

 England 

  
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 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:	  	Huron Consulting Group Inc.
		  	550 West Van Buren Street
		  	Chicago, IL 60607
	Attn:	  	Mark Hussey
	Telephone:	  	(312) 583-8740
	Facsimile:	  	(312) 583-8752


 (b) Address for notices or communications to Dealer: 

 

			
	To:	  	JPMorgan Chase Bank, National Association
		  	EDG Marketing Support
	Email:	  	edg_notices@jpmorgan.com
		  	edg_ny_corporate_sales_support@jpmorgan.com
	Facsimile No:	  	1-866-886-4506
	
	With a copy to:
	Attention:	  	Sudheer Tegulapalle
	Title:	  	Head of West Coast Equity-Linked Capital Markets
	Telephone No:	  	1-415-315-6775
	Facsimile No:	  	1-212-622-6037


 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) Issuer is not 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) On or prior to the Trade Date, Issuer shall deliver to Dealer a resolution of
Issuer’s board of directors or any duly authorized committee thereof 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. 
 (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). 

  
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 (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 September 4, 2014 among Issuer and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC
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) (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; provided that such restrictions will not apply to the following: (A) purchases of Shares pursuant to exercises of stock options granted to former or current
employees, officers, directors, independent contractors or other affiliates of Issuer, including the withholding and/or purchase of Shares from holders of such options to satisfy payment of the option exercise price and/or to satisfy tax withholding
requirements in connection with the exercise of such options; (B) purchases of Shares from holders of performance shares or units or restricted shares or units to satisfy tax withholding requirements in connection with vesting; or
(C) purchases of Shares effected by or for a plan by an agent that satisfy the requirements of Rule 10b-18(a)(13)(ii). 

(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 Issuer’s knowledge, based on due inquiry, 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 $50 million. 

(xv) Without limiting the generality of Section 3(a) of the Agreement, neither the execution and delivery of this
Confirmation nor the incurrence or performance of obligations of Issuer hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Issuer, or any applicable law or regulation,
or any order, writ, injunction or decree of any court or governmental authority or agency, or the Amended and Restated Credit Agreement, dated as of April 14, 2011, among, inter alia, Issuer as borrower and Bank of America, N.A. as
administrative agent 

  
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and collateral agent (as amended, supplemented or otherwise modified) or any other agreement or instrument filed as an exhibit to Issuer’s Annual Report on Form 10-K for the year ended
December 31, 2013, as updated by any subsequent filings, to which Issuer or any of its subsidiaries is a party or by which Issuer or any of its subsidiaries is bound or to which Issuer or any of its subsidiaries is subject, or constitute a
default under, or result in the creation of any lien under, any such agreement or instrument. 
 (xvi) Issuer understands,
acknowledges and agrees that: (A) at any time during the term of the Transaction, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative
securities in order to adjust its hedge position with respect to the Transaction; (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction;
(C) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market
risk with respect to the relevant prices with respect to the Shares referred to herein; and (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the
relevant prices with respect to the shares referred to herein, each in a manner that may be adverse to Issuer. 
 (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. 

(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 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” 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 and Sections 7(a)(v), 7(a)(xii) (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 7(a)(xv) of this Confirmation and such other matters as
Dealer may reasonably request, subject to such qualifications and assumptions that are customary for legal opinions of this type. 
 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 

  
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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.
		
	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.
		
	Failure to Deliver:	  	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”.


  
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 (b) Private Placement Procedures. (i) If, in the reasonable judgment of Dealer, based on advice of
counsel, 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 a commercially reasonable 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 of similar size (including, without limitation, the right to have made available to them for
inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them); 

(B) Dealer (or an Affiliate of Dealer designated by Dealer) and Issuer shall enter into an agreement (a “Private
Placement Agreement”) on commercially reasonable terms in connection with the private placement of such Delivered Securities by Issuer to Dealer or such Affiliate and the private resale of such shares by Dealer or such Affiliate,
substantially similar to private placement purchase agreements customary for private placements of equity securities of similar size, in form and substance 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; and 

(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). 

(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 

  
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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) the Warrant Equity Percentage exceeds 14.5%, (iii) 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), (iii) and (iv) 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(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). The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of
which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Issuer, and (B) the denominator of which is the
number of Shares outstanding. 
 (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


  
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“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, acting commercially reasonably, may postpone, without duplication of any
postponements made pursuant to the provisions applicable to Regulatory Disruptions hereunder, 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, based on advice of counsel in the case of the immediately
following clause (ii), that such extension is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable 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 in good faith in relation to such requirements). 
 (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 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 is hereby amended by deleting the words “diluting or
concentrative” and replacing them with “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.”; 

  
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 (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 its rights and obligations hereunder and under the Agreement, in whole or in
part without the consent of Issuer; provided that, (i) as a result of such transfer or assignment, Issuer will not be required to pay to the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement, if
applicable, greater than the amount that Issuer would have been required to pay to Dealer in the absence of such transfer or assignment and (ii) the transferee or assignee shall provide Issuer with a complete and accurate U.S. Internal Revenue
Service Form W-9 or W-8 (as applicable) prior to becoming a party to the Transaction. 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 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. 
 (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 in conformance with this Agreement; provided that Dealer shall not be
relieved hereby of any liability relating to the manner of such performance or any failure to perform. 
 (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); 

  
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 (ii) any “person” or “group” within the meaning of
Section 13(d) of the Exchange Act, becomes the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the common equity of Issuer representing more than 50.0% of the voting power of all classes of
such common equity entitled to vote generally in the election of Issuer’s directors; 
 (iii) the consummation of
(A) any recapitalization, reclassification or change of Issuer’s common stock (other than a change only in par value, from par value to no par value or from no par value to par value, or changes resulting from a subdivision or combination
of our common stock) pursuant to which Issuer’s common stock would be converted into, or exchanged for, or represent solely the right to receive, cash, securities or other property, (B) any share exchange, consolidation, merger or similar
event involving Issuer pursuant to which the Shares will be converted into, or exchanged for, or represent solely the right to receive, cash, securities or other property 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 the Issuer and its subsidiaries, taken as a whole, to any person other than one or more of Issuer’s wholly owned subsidiaries; 

provided that, notwithstanding the foregoing, a transaction or series of transactions set forth in clause (ii) or (iii) above
will not constitute an Additional Termination Event if at least 90% of the consideration paid for the Shares (excluding cash payments for fractional shares or pursuant to dissenters’ rights) in connection with such transaction or series of
transactions consists of shares of common stock traded on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors). In addition, a transaction or event that constitutes
an Additional Termination Event under both clauses (ii) and (iii) above will be deemed to constitute an Additional Termination Event solely under clause (iii) above. 

(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 Option Securities (as defined in the Purchase Agreement) is not consummated with the initial purchasers pursuant to the Purchase Agreement for any reason by the close of business in New
York on September 15, 2014 (or such later date as agreed upon by the parties, which in no event shall be later than September 22, 2014) (September 15, 2014 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) only in the case where such Early Unwind occurred as a result of events within Issuer’s control, Issuer shall (x) pay to Dealer an amount in cash equal to the aggregate amount of costs and expenses relating to the unwinding
of Dealer’s hedging activities in respect of the Transaction (including market losses incurred in reselling any Shares purchased by Dealer or its affiliates in connection with such hedging activities) or (y) at the election of Issuer,
deliver to Dealer Shares with a value equal to such amount, as commercially reasonably determined by the Calculation Agent, in which event the parties shall enter into customary and commercially reasonable documentation relating to the registered or
exempt resale of such Shares; provided that, if Issuer makes such election to deliver Shares, notwithstanding the foregoing, the number of Shares so delivered will not exceed a number of Shares equal to the Capped Number. 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 

  
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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. 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. Dealer shall provide Issuer, as applicable, (x) a valid U.S. Internal Revenue Service Form W-9 or W-8ECI or (y) (A) a valid Internal Revenue Service Form
W-8IMY along with a withholding statement and (B) attached a valid Internal Revenue Service Form W-9 or Internal Revenue Service Form W-8ECI, or, in each case, 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 Dealer has become obsolete or incorrect. Additionally, Dealer shall, promptly upon request by Issuer, provide such other tax forms and documents as are
reasonably requested by Issuer. 
 (iv) Tax Representations. 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 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. 

  
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 (s) Role of Agent. Each party agrees and acknowledges that (a) J.P. Morgan Securities
LLC (“JPMS”), an affiliate of Dealer, has acted solely as agent and not as principal with respect to this Confirmation and the Transaction and (b) JPMS has no obligation or liability, by way of guaranty, endorsement or otherwise, in
any manner in respect of the Transaction (including, if applicable, in respect of the settlement thereof). Each party agrees it will look solely to the other party (or any guarantor in respect thereof) for performance of such other party’s
obligations under the Transaction. JPMS is authorized to act as agent for Dealer. 
 [Signature Page Follows] 

  
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 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,
	
	J.P. MORGAN SECURITIES LLC, as an agent for
JPMorgan Chase Bank, National Association
		
	By:	 	 /s/ Sudheer R. Tegulapalle

		 	Name:	 	Sudheer Tegulapalle
		 	Title:	 	Executive Director


  

					
	Agreed and Accepted By:
	
	HURON CONSULTING GROUP INC.
		
	By:	 	 /s/ C. Mark Hussey

		 	Name:	 	C. Mark Hussey
		 	Title:	 	EVP, COO & CFO


  
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 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	  	1,251	  	Monday, January 06, 2020
	2	  	1,251	  	Tuesday, January 07, 2020
	3	  	1,251	  	Wednesday, January 08, 2020
	4	  	1,251	  	Thursday, January 09, 2020
	5	  	1,251	  	Friday, January 10, 2020
	6	  	1,251	  	Monday, January 13, 2020
	7	  	1,251	  	Tuesday, January 14, 2020
	8	  	1,251	  	Wednesday, January 15, 2020
	9	  	1,251	  	Thursday, January 16, 2020
	10	  	1,251	  	Friday, January 17, 2020
	11	  	1,251	  	Tuesday, January 21, 2020
	12	  	1,251	  	Wednesday, January 22, 2020
	13	  	1,251	  	Thursday, January 23, 2020
	14	  	1,251	  	Friday, January 24, 2020
	15	  	1,251	  	Monday, January 27, 2020
	16	  	1,251	  	Tuesday, January 28, 2020
	17	  	1,251	  	Wednesday, January 29, 2020
	18	  	1,251	  	Thursday, January 30, 2020
	19	  	1,251	  	Friday, January 31, 2020
	20	  	1,251	  	Monday, February 03, 2020
	21	  	1,251	  	Tuesday, February 04, 2020
	22	  	1,251	  	Wednesday, February 05, 2020
	23	  	1,251	  	Thursday, February 06, 2020
	24	  	1,251	  	Friday, February 07, 2020
	25	  	1,251	  	Monday, February 10, 2020
	26	  	1,251	  	Tuesday, February 11, 2020
	27	  	1,251	  	Wednesday, February 12, 2020
	28	  	1,251	  	Thursday, February 13, 2020
	29	  	1,251	  	Friday, February 14, 2020
	30	  	1,251	  	Tuesday, February 18, 2020
	31	  	1,252	  	Wednesday, February 19, 2020
	32	  	1,252	  	Thursday, February 20, 2020
	33	  	1,252	  	Friday, February 21, 2020
	34	  	1,252	  	Monday, February 24, 2020
	35	  	1,252	  	Tuesday, February 25, 2020
	36	  	1,252	  	Wednesday, February 26, 2020
	37	  	1,252	  	Thursday, February 27, 2020
	38	  	1,252	  	Friday, February 28, 2020
	39	  	1,252	  	Monday, March 02, 2020
	40	  	1,252	  	Tuesday, March 03, 2020
	41	  	1,252	  	Wednesday, March 04, 2020
	42	  	1,252	  	Thursday, March 05, 2020
	43	  	1,252	  	Friday, March 06, 2020
	44	  	1,252	  	Monday, March 09, 2020
	45	  	1,252	  	Tuesday, March 10, 2020
	46	  	1,252	  	Wednesday, March 11, 2020
	47	  	1,252	  	Thursday, March 12, 2020
	48	  	1,252	  	Friday, March 13, 2020
	49	  	1,252	  	Monday, March 16, 2020
	50	  	1,252	  	Tuesday, March 17, 2020
	51	  	1,252	  	Wednesday, March 18, 2020
	52	  	1,252	  	Thursday, March 19, 2020
	53	  	1,252	  	Friday, March 20, 2020
	54	  	1,252	  	Monday, March 23, 2020
	55	  	1,252	  	Tuesday, March 24, 2020
	56	  	1,252	  	Wednesday, March 25, 2020


  
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	 57
	  	1,252	  	Thursday, March 26, 2020
	 58
	  	1,252	  	Friday, March 27, 2020
	 59
	  	1,252	  	Monday, March 30, 2020
	 60
	  	1,252	  	Tuesday, March 31, 2020
	 61
	  	1,252	  	Wednesday, April 01, 2020
	 62
	  	1,252	  	Thursday, April 02, 2020
	 63
	  	1,252	  	Friday, April 03, 2020
	 64
	  	1,252	  	Monday, April 06, 2020
	 65
	  	1,252	  	Tuesday, April 07, 2020
	 66
	  	1,252	  	Wednesday, April 08, 2020
	 67
	  	1,252	  	Thursday, April 09, 2020
	 68
	  	1,252	  	Monday, April 13, 2020
	 69
	  	1,252	  	Tuesday, April 14, 2020
	 70
	  	1,252	  	Wednesday, April 15, 2020
	 71
	  	1,252	  	Thursday, April 16, 2020
	 72
	  	1,252	  	Friday, April 17, 2020
	 73
	  	1,252	  	Monday, April 20, 2020
	 74
	  	1,252	  	Tuesday, April 21, 2020
	 75
	  	1,252	  	Wednesday, April 22, 2020
	 76
	  	1,252	  	Thursday, April 23, 2020
	 77
	  	1,252	  	Friday, April 24, 2020
	 78
	  	1,252	  	Monday, April 27, 2020
	 79
	  	1,252	  	Tuesday, April 28, 2020
	 80
	  	1,252	  	Wednesday, April 29, 2020
	 81
	  	1,252	  	Thursday, April 30, 2020
	 82
	  	1,252	  	Friday, May 01, 2020
	 83
	  	1,252	  	Monday, May 04, 2020
	 84
	  	1,252	  	Tuesday, May 05, 2020
	 85
	  	1,252	  	Wednesday, May 06, 2020
	 86
	  	1,252	  	Thursday, May 07, 2020
	 87
	  	1,252	  	Friday, May 08, 2020
	 88
	  	1,252	  	Monday, May 11, 2020
	 89
	  	1,252	  	Tuesday, May 12, 2020
	 90
	  	1,252	  	Wednesday, May 13, 2020
	 91
	  	1,252	  	Thursday, May 14, 2020
	 92
	  	1,252	  	Friday, May 15, 2020
	 93
	  	1,252	  	Monday, May 18, 2020
	 94
	  	1,252	  	Tuesday, May 19, 2020
	 95
	  	1,252	  	Wednesday, May 20, 2020
	 96
	  	1,252	  	Thursday, May 21, 2020
	 97
	  	1,252	  	Friday, May 22, 2020
	 98
	  	1,252	  	Tuesday, May 26, 2020
	 99
	  	1,252	  	Wednesday, May 27, 2020
	 100
	  	1,252	  	Thursday, May 28, 2020

  

			
	Strike Price:	  	USD97.1230
		
	Premium:	  	USD945,000.00
		
	Maximum Stock Loan Rate:	  	200 basis points
		
	Initial Stock Loan Rate:	  	Prior to October 2, 2019, zero basis points, and thereafter, 25 basis points
		
	Capped Number of Shares:	  	250,340


  
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