EX-10.3



 EXHIBIT 10.3 

EXECUTION VERSION 
  





 
 CITIBANK, N.A. 
 Corporate
Equity Derivatives 
 390 Greenwich Street, 5th Floor 
 New
York, NY 10013 
 April 25, 2014 
  

	To:	 Citrix Systems, Inc. 



851 West Cypress Creek Road 

Fort Lauderdale, Florida 33309 

Attention:             Chief Financial Officer 

Telephone No.:     

Facsimile No.:      
  

	Re:	 Master Confirmation—Uncollared Accelerated Share Repurchase 



This master confirmation (this “Master Confirmation”), dated as of April 25 2014, is intended to set
forth certain terms and provisions of certain Transactions (each, a “Transaction”) entered into from time to time between Citibank, N.A. (“Dealer”), and Citrix Systems, Inc., a Delaware corporation
(“Counterparty”). This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction. The additional terms of any particular Transaction shall be set forth in a
Supplemental Confirmation in the form of Schedule A hereto (a “Supplemental Confirmation”), which shall reference this Master Confirmation and supplement, form a part of, and be subject to this Master Confirmation. This Master
Confirmation and each Supplemental Confirmation together shall constitute a “Confirmation” as referred to in the Agreement specified below. 

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity
Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Master Confirmation. This Master Confirmation and each Supplemental Confirmation evidence a complete binding agreement
between Counterparty and Dealer as to the subject matter and terms of each Transaction to which this Master Confirmation and such Supplemental Confirmation relate and shall supersede all prior or contemporaneous written or oral communications with
respect thereto. 
 This Master Confirmation and each Supplemental Confirmation supplement, form a part of, and are subject
to an agreement in the form of the 2002 ISDA Master Agreement (the “Agreement”) as if Dealer and Counterparty had executed the Agreement on the date of this Master Confirmation (but without any Schedule except for (i) the
election of New York law as the governing law (without reference to its choice of law provisions) and (ii) the election that subparagraph (ii) of Section 2(c) will not apply to the Transactions). 

The Transactions shall be the sole Transactions under the Agreement. If there exists any ISDA Master Agreement between Dealer
and Counterparty or any confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between Dealer and Counterparty, then notwithstanding anything to the contrary in such ISDA Master
Agreement, such confirmation or agreement or any other agreement to which Dealer and Counterparty are parties, the Transactions shall not be considered Transactions under, or otherwise governed by, such existing or deemed ISDA Master Agreement, and
the occurrence of any Event of Default or Termination Event under the Agreement with respect to either party or any Transaction shall not, by itself, give rise to any right or obligation under any such other agreement or deemed agreement.
Notwithstanding anything to the contrary in any other agreement between the parties or their Affiliates, the Transactions shall not be “Specified Transactions” (or similarly treated) under any other agreement between the parties or their
Affiliates. 
 All provisions contained or incorporated by reference in the Agreement shall govern this Master Confirmation
and each Supplemental Confirmation except as expressly modified herein or in the related Supplemental Confirmation. 








 



 
  

 If, in relation to any Transaction to which this Master Confirmation and a
Supplemental Confirmation relate, there is any inconsistency between the Agreement, this Master Confirmation, such Supplemental Confirmation and the Equity Definitions, the following will prevail for purposes of such Transaction in the order of
precedence indicated: (i) such Supplemental Confirmation; (ii) this Master Confirmation; (iii) the Equity Definitions; and (iv) the Agreement. 

1.         Each Transaction constitutes a Share Forward Transaction for the purposes of the
Equity Definitions. Set forth below are the terms and conditions that, together with the terms and conditions set forth in the Supplemental Confirmation relating to any Transaction, shall govern such Transaction. 

 

			
	 General Terms.
	  	
		
	 Trade Date:
	  	 For each Transaction, as set forth in the related Supplemental Confirmation.

		
	 Buyer:
	  	 Counterparty

		
	 Seller:
	  	 Dealer

		
	 Shares:
	  	 The common stock of Counterparty, par value USD 0.001 per share (Exchange symbol “CTXS”).

		
	 Exchange:
	  	 The NASDAQ Global Select Market

		
	 Related Exchange(s):
	  	 All Exchanges.

		
	 Prepayment/Variable Obligation:
	  	 Applicable

		
	 Prepayment Amount:
	  	 For each Transaction, as set forth in the related Supplemental Confirmation.

		
	 Prepayment Date:
	  	 For each Transaction, as set forth in the related Supplemental Confirmation.

		
	 Valuation.
	  	
		
	 VWAP Price:
	  	 For any Exchange Business Day, the volume-weighted average price at which the Shares trade as reported in the composite transactions for United States
exchanges and quotation systems, during the regular trading session for the Exchange on such Exchange Business Day, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades in the consolidated system on such
Exchange Business Day, (iii) trades that occur in the last ten minutes before the scheduled close of trading on the Exchange on such Exchange Business Day and ten minutes before the scheduled close of the primary trading in the market where the
trade is effected, and (iv) trades on such Exchange Business Day that do not satisfy the requirements of Rule 10b-18(b)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as published at 4:15 p.m. New
York time (or 15 minutes following the end of any extension of the regular trading session) on such Exchange Business Day, on Bloomberg page “CTXS US <Equity> AQR SEC” (or any successor thereto), or if such price is not so reported
on such Exchange Business Day for any reason or is, in the Calculation Agent’s reasonable discretion, erroneous,



  
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		  	 such VWAP Price shall be as determined in good faith by the Calculation Agent (all such trades other than any trades described in clauses (i) to (iv) above,
“Rule 10b-18 Eligible Transactions”).

		
	 Forward Price:
	  	 For each Transaction, the arithmetic average of the VWAP Prices for all of the Exchange Business Days in the Calculation Period for such Transaction, subject
to “Valuation Disruption” below.

		
	 Forward Price Adjustment Amount:
	  	 For each Transaction, as set forth in the related Supplemental Confirmation.

		
	 Calculation Period:
	  	 For each Transaction, the period from, and including, the Calculation Period Start Date for such Transaction to, and including, the Termination Date for such
Transaction.

		
	 Calculation Period Start Date:
	  	 For each Transaction, as set forth in the related Supplemental Confirmation.

		
	 Termination Date:
	  	 For each Transaction, the Scheduled Termination Date for such Transaction; provided that Dealer shall have the right to designate any Exchange
Business Day on or after the First Acceleration Date to be the Termination Date for such Transaction (the “Accelerated Termination Date”) by delivering notice to Counterparty of any such designation prior to 6:00 p.m. (New York City
time) on the Exchange Business Day immediately following the designated Accelerated Termination Date.

		
	 Scheduled Termination Date:
	  	 For each Transaction, as set forth in the related Supplemental Confirmation, subject to postponement as provided in “Valuation Disruption”
below.

		
	 First Acceleration Date:
	  	 For each Transaction, as set forth in the related Supplemental Confirmation.

		
	 Valuation Disruption:
	  	 The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by
deleting the words “at any time during the one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words “at any time
on any Scheduled Trading Day during the Calculation Period or Settlement Valuation Period” after the word “material,” in the third line thereof.
  

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.
  

Notwithstanding anything to the contrary in the Equity Definitions, if a Disrupted Day occurs (i) in the Calculation Period, the Calculation
Agent may, in its good faith and commercially reasonable discretion, postpone the Scheduled Termination Date, or (ii) in the



  
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		  	 Settlement Valuation Period, the Calculation Agent may extend the Settlement Valuation Period. The Calculation Agent may
also determine that (i) such Disrupted Day is a Disrupted Day in full, in which case the VWAP Price for such Disrupted Day shall not be included for purposes of determining the Forward Price or the Settlement Price, as the case may be, or (ii) such
Disrupted Day is a Disrupted Day only in part, in which case the VWAP Price for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 Eligible Transactions in the Shares on such Disrupted Day taking into account the
nature and duration of the relevant Market Disruption Event, and the weighting of the VWAP Price for the relevant Exchange Business Days during the Calculation Period or the Settlement Valuation Period, as the case may be, shall be adjusted in a
commercially reasonable manner by the Calculation Agent for purposes of determining the Forward Price or the Settlement Price, as the case may be, with such adjustments based on, among other factors, the duration of any Market Disruption Event and
the volume, historical trading patterns and price of the Shares. Any Exchange Business 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 an Exchange Business Day;
if a closure of the Exchange prior to its normal close of trading on any Exchange Business Day is scheduled following the date hereof, then such Exchange Business Day shall be deemed to be a Disrupted Day in full.

 
 If a Disrupted Day occurs during the Calculation Period for
any Transaction or the Settlement Valuation Period for any Transaction, as the case may be, and each of the nine immediately following Scheduled Trading Days is a Disrupted Day (a “Disruption Event”), then the Calculation Agent, in
its good faith and commercially reasonable discretion, may deem such Disruption Event (and each consecutive Disrupted Day thereafter) to be either (x) a Potential Adjustment Event in respect of such Transaction or (y) an Additional Termination Event
in respect of such Transaction, with Counterparty as the sole Affected Party and such Transaction as the sole Affected Transaction.

		
	 Settlement Terms.
	  	
		
	 Settlement Procedures:
	  	 For each Transaction:

		
		  	 (i)   if the Number of Shares to be Delivered for such Transaction is positive, Physical Settlement
shall be applicable to such Transaction; provided that Dealer does not, and shall not, make the agreement or the representations set forth in Section 9.11 of the Equity Definitions related to the restrictions imposed by applicable securities
laws with respect to any Shares delivered by Dealer to Counterparty under any Transaction; or



  
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		  	 (ii) if the Number of Shares to be Delivered for such Transaction is negative, then the Counterparty Settlement
Provisions in Annex A hereto shall apply to such Transaction.

		
	 Number of Shares to be Delivered:
	  	 For each Transaction, a number of Shares (rounded down to the nearest whole number) equal to (a)(i) the Prepayment Amount for such Transaction, divided
by (ii)(A) the Forward Price for such Transaction minus (B) the Forward Price Adjustment Amount for such Transaction, minus (b) the number of Initial Shares for such Transaction; provided that if the result of the
calculation in clause (a)(ii) is equal to or less than the Floor Price for such Transaction, then the Number of Shares to be Delivered for such Transaction shall be determined as if clause (a)(ii) were replaced with “(ii) the Floor Price for
such Transaction”. For the avoidance of doubt, if the Forward Price Adjustment Amount for any Transaction is a negative number, clause (a)(ii) of the immediately preceding sentence shall be equal to (A) the Forward Price for such Transaction,
plus (B) the absolute value of the Forward Price Adjustment Amount.

		
	 Floor Price:
	  	 For each Transaction, as set forth in the related Supplemental Confirmation.

		
	 Excess Dividend Amount:
	  	 For the avoidance of doubt, all references to the Excess Dividend Amount shall be deleted from Section 9.2(a)(iii) of the Equity Definitions.

		
	 Settlement Date:
	  	 For each Transaction, if the Number of Shares to be Delivered for such Transaction is positive, the date that is one Settlement Cycle immediately following
the Termination Date for such Transaction.

		
	 Settlement Currency:
	  	 USD

		
	 Initial Share Delivery:
	  	 For each Transaction, Dealer shall deliver a number of Shares equal to the Initial Shares for such Transaction to Counterparty on the Initial Share Delivery
Date for such Transaction in accordance with Section 9.4 of the Equity Definitions, with such Initial Share Delivery Date deemed to be a “Settlement Date” for purposes of such Section 9.4.

		
	 Initial Share Delivery Date:
	  	 For each Transaction, as set forth in the related Supplemental Confirmation.

		
	 Initial Shares:
	  	 For each Transaction, as set forth in the related Supplemental Confirmation.

		
	 Share Adjustments.
	  	
		
	 Potential Adjustment Event:
	  	 Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, neither an Extraordinary Dividend nor the issuance of additional stock
options, restricted stock or restricted stock units in the ordinary course pursuant to Counterparty’s employee equity incentive plan shall constitute a Potential Adjustment Event.



  
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		  	 In addition to the events described in Section 11.2(e) of the Equity Definitions, it shall constitute an additional Potential Adjustment Event if (x) the
Scheduled Termination Date for any Transaction is postponed pursuant to “Valuation Disruption” above (including, for the avoidance of doubt, pursuant to Section 7 hereof) or (y) a Regulatory Disruption as described in Section 7 occurs. If
any event described in clause (x) or (y) above occurs, the Calculation Agent may, in its commercially reasonable discretion, adjust any relevant terms of such Transaction as necessary to preserve as nearly as practicable the fair value of such
Transaction prior to such postponement or Regulatory Disruption, as the case may be.

		
	 Excess Dividend:
	  	 Any dividend or distribution on the Shares (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of
the Equity Definitions or any Extraordinary Dividend). “Extraordinary Dividend” means the per Share cash dividend or distribution, or a portion thereof, declared by Counterparty on the Shares that is classified by the board of
directors of Counterparty as an “extraordinary” dividend.

		
	 Consequences of Excess Dividend:
	  	 The declaration by the Issuer of any Excess Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period for
any Transaction, shall, at Dealer’s election in its sole discretion, constitute an Additional Termination Event in respect of such Transaction, with Counterparty as the sole Affected Party and such Transaction as the sole Affected Transaction
(and, for the avoidance of doubt, the value of such Excess Dividend will not be taken into account in determining the amount payable upon termination as a result of such Additional Termination Event).

		
	 Method of Adjustment:
	  	 Calculation Agent Adjustment

		
	 Relevant Dividend Period:
	  	 For each Transaction, the period from, and including, the Trade Date for such Transaction to, and including, the Relevant Dividend Period End Date for such
Transaction.

		
	 Relevant Dividend Period End Date:
	  	 For each Transaction, if the Number of Shares to be Delivered for such Transaction is negative, the last day of the Settlement Valuation Period; otherwise,
the Termination Date for such Transaction.

		
	 Extraordinary Events.
	  	
		
	 Consequences of Merger Events:
	  	
		
	 (a) Share-for-Share:
	  	 Cancellation and Payment



  
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	 (b) Share-for-Other:
	  	 Cancellation and Payment

		
	 (c) Share-for-Combined:
	  	 Cancellation and Payment

		
	 Tender Offer:
	  	 Applicable; provided that (a) Section 12.1(l) of the Equity Definitions shall be amended by (i) deleting the parenthetical in the fifth line thereof,
(ii) replacing “that” in the fifth line thereof with “whether or not such announcement” and (iii) adding immediately after the words “Tender Offer” in the fifth line thereof “, and any publicly announced change or
amendment to such an announcement (including, without limitation, the announcement of an abandonment of such intention)” and (b) Sections 12.3(a) and 12.3(d) of the Equity Definitions shall each be amended by replacing each occurrence of the
words “Tender Offer Date” by “Announcement Date.”

		
	 Consequences of Tender Offers:
	  	
		
	 (a) Share-for-Share:
	  	 Cancellation and Payment

		
	 (b) Share-for-Other:
	  	 Cancellation and Payment

		
	 (c) Share-for-Combined:
	  	 Cancellation and Payment

		
	 Nationalization, Insolvency or Delisting:
	  	 Cancellation and Payment; 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 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) replacing the phrase “the interpretation”
in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Positions”
and (iii) immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; provided further that Section 12.9(a)(ii) of the Equity
Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y)
adoption or promulgation of new regulations authorized or mandated by existing statute)”.



  
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	 (b) Failure to Deliver:
	  	 Applicable

		
	 (c) Insolvency Filing:
	  	 Applicable

		
	 (d) Loss of Stock Borrow:
	  	 Applicable, it being understood that the rate to borrow Shares shall be determined by reference to the terms of a commercially reasonable share borrowing
arrangement and without regard to the Hedging Party’s cost of funding in connection with such borrowings.

		
	 Maximum Stock Loan Rate:
	  	 For each Transaction, as set forth in the related Supplemental Confirmation.

		
	 Hedging Party:
	  	 Dealer

		
	 Determining Party:
	  	 Dealer

		
	 (e) Increased Cost of Stock Borrow:
	  	 Applicable, it being understood that the rate to borrow Shares shall be determined by reference to the terms of a commercially reasonable share borrowing
arrangement and without regard to the Hedging Party’s cost of funding in connection with such borrowings.

		
	 Initial Stock Loan Rate:
	  	 For each Transaction, as set forth in the related Supplemental Confirmation.

		
	 Hedging Adjustments:
	  	 For the avoidance of doubt, whenever the Calculation Agent, Determining Party or Dealer is called upon to make an adjustment pursuant to the terms of this
Master Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent, Determining Party or Dealer (as the case may be) shall make such adjustment by reference to the effect of such event on Dealer,
assuming that Dealer maintains a commercially reasonable Hedge Position.

		
	 Hedging Party:
	  	 Dealer

		
	 Determining Party:
	  	 Dealer

		
	 Non-Reliance/Agreements and

Acknowledgements Regarding

Hedging Activities/Additional

Acknowledgements:
	  	 Applicable

		
	 2.        Calculation Agent.
	  	 Dealer; provided that, following the occurrence and during the continuation of an Event of Default pursuant to Section 5(a)(vii) of the Agreement with
respect to which Dealer is the Defaulting Party, Counterparty shall have the right to select a leading dealer in the market for U.S. corporate equity derivatives reasonably acceptable to Dealer to replace Dealer as Calculation Agent, and the parties
shall work in good faith to execute any appropriate documentation required by such replacement Calculation Agent.



  
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	3.	 Account Details. 


  

	 	(a)	 Account for payments to Counterparty: 



Bank:             Wells Fargo Bank, NA 

ABA#:            

Acct No.:        

Beneficiary:   Citrix Systems, Inc. 

Account for delivery of Shares to Counterparty: 

Computershare LP, DTC Participant #            ; Treasury account
#         
  

	 	(b)	 Account for payments to Dealer: 



Bank:     Citibank NA New York 

BIC:        

F/O:        

A/C:        

Ref:         

Account for delivery of Shares to Dealer: 

Citigroup Inc. 

DTC: 

Account: 
  

	4.	 Offices. 


  

	 	(a)	 The Office of Counterparty for each Transaction is: Inapplicable, Counterparty is not a Multibranch Party. 



 

	 	(b)	 The Office of Dealer for each Transaction is: New York 


  


	5.	 Notices. 


  

	 	(a)	 Address for notices or communications to Counterparty: 



Citrix Systems, Inc. 

851 West Cypress Creek Road 

Fort Lauderdale, Florida 33309 

Attention:             Chief Financial Officer 

Telephone No.:     

Facsimile No.:      

With a copy to: 

Citrix Systems, Inc. 

851 West Cypress Creek Road 

Fort Lauderdale, Florida 33309 

Attention:             General Counsel 

Telephone No.:     

Facsimile No.:      

With a copy to: 

Sidley Austin LLP 

One South Dearborn 

Chicago, IL 60611 

Attention:              John R. Box 

Telephone No.:     312 853 7000 

Facsimile No.:      312 853 7036 

Email Address:     jbox@sidley.com 

 

	 	(b)	 Address for notices or communications to Dealer: 



Citibank, N.A. 

390 Greenwich Street, 5th Floor 

New York, NY 10013 

Attn:              Equity Derivatives 

Telephone:    (212) 723-7237 

Facsimile:     (212) 723-8328 

Email:           james.heathcote@citi.com; 

                     
 bradley.diener@citi.com; 

                     
 herman.hirsch@citi.com; and 

                     
 eq.us.corporates.middle.office@citi.com. 

  
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	6.	 Representations, Warranties and Agreements. 



 

	 	(a)	 Additional Representations, Warranties and Covenants of Each Party. In addition to the representations, warranties and covenants in the
Agreement, each party represents, warrants and covenants to the other party that: 


  

	 	(i)	 It is an “eligible contract participant” (as such term is defined in the Commodity Exchange Act, as amended). 



 

	 	(ii)	 Each party acknowledges that the offer and sale of each 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, each party represents and warrants to the other that (A) it has the financial ability to bear the economic risk of its investment
in each Transaction and is able to bear a total loss of its investment, (B) it is an “accredited investor” as that term is defined under Regulation D under the Securities Act and (C) the disposition of each Transaction is
restricted under this Master Confirmation, the Securities Act and state securities laws. 


  

	 	(b)	 Additional Representations, Warranties and Covenants of Counterparty. In addition to the representations, warranties and covenants in the
Agreement, Counterparty represents, warrants and covenants to Dealer that: 


  

	 	(i)	 As of the Trade Date for each Transaction hereunder, Counterparty is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware. Each of this Master Confirmation and the Supplemental Confirmation for such Transaction has been duly authorized, executed and delivered by Counterparty and (assuming due authorization, execution and delivery thereof
by Dealer) this Master Confirmation, as supplemented by such Supplemental Confirmation, constitutes a valid and legally binding obligation of Counterparty. Counterparty has all corporate power to enter into this Master Confirmation and such
Supplemental Confirmation and to consummate the transactions contemplated hereby and thereby and to purchase the Shares and deliver any Settlement Shares in accordance with the terms hereof and thereof. 



 

	 	(ii)	 As of the Trade Date for each Transaction hereunder, the execution and delivery by Counterparty of, and the performance by Counterparty of its
obligations under, this Master Confirmation and the Supplemental Confirmation for such Transaction, and the consummation of the transactions herein and therein contemplated, do not conflict with or violate (A) any provision of the certificate
of incorporation, by-laws or other constitutive documents of Counterparty, (B) any statute or order, rule, regulation or judgment of any court or governmental agency or body having jurisdiction over Counterparty or any of its subsidiaries or
any of their respective assets or (C) any contractual restriction binding on or affecting Counterparty or any of its subsidiaries or any of its assets. 



  
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	 	(iii)	 As of the Trade Date for each Transaction hereunder, all governmental and other consents that are required to have been obtained by Counterparty
with respect to performance, execution and delivery of this Master Confirmation and the Supplemental Confirmation for such Transaction have been obtained and are in full force and effect and all conditions of any such consents have been complied
with. 


  

	 	(iv)	 As of the Trade Date for each Transaction hereunder, (A) such Transaction has been approved by its Board of Directors or is being entered into
pursuant to a publicly disclosed Share buy-back program that has been approved by its Board of Directors, and (B) there is no internal policy of Counterparty, whether written or oral, that would prohibit Counterparty from entering into any
aspect of such Transaction, including, without limitation, the purchases of Shares to be made pursuant to such Transaction. 


  

	 	(v)	 As of the Trade Date for each Transaction hereunder, the purchase or writing of such Transaction and the transactions contemplated hereby will not
violate Rule 13e-1 or Rule 13e-4 under the Exchange Act. 


  

	 	(vi)	 As of the Trade Date for each Transaction hereunder, it is not entering into such Transaction, and as of the date of any election with respect to
any Transaction hereunder, it is not making such election, in each case (A) on the basis of, and is not aware of, any material non-public information regarding Counterparty or the Shares, (B) in anticipation of, in connection with, or to
facilitate, a distribution of its securities, a self tender offer or a third-party tender offer in violation of the Exchange Act or (C) to create actual or apparent trading activity in the Shares (or any security convertible into or
exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares). 



 

	 	(vii)	 Counterparty (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment
strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and
(C) has total assets of at least USD 50,000,000 as of the date hereof. 


  

	 	(viii)	 As of the Trade Date for each Transaction hereunder, Counterparty is in compliance with its reporting obligations under the Exchange Act and its
most recent Annual Report on Form 10-K, together with all reports subsequently filed by it pursuant to the Exchange Act, taken together and as amended and supplemented to the date of this representation, do not, as of their respective filing dates,
contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.



  

	 	(ix)	 As of the Trade Date for each Transaction hereunder, Counterparty has made all filings required to be made by it with the Securities and Exchange
Commission, any securities exchange or any other regulatory body with respect to each Transaction. 


  

	 	(x)	 The Shares are not, and Counterparty will not cause the Shares to be, subject to a “restricted period” (as defined in Regulation M
promulgated under the Exchange Act) at any time during any Regulation M Period (as defined below) for any Transaction unless Counterparty has provided written notice to Dealer of such restricted period not later than the Scheduled Trading Day
immediately preceding the first day of such “restricted 



  
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period”; Counterparty acknowledges that any such notice may cause a Disrupted Day to occur pursuant to Section 7 below; accordingly, Counterparty acknowledges that its delivery of such
notice must comply with the standards set forth in Section 8 below. Counterparty is not currently contemplating any “distribution” (as defined in Regulation M promulgated under the Exchange Act) of Shares, or any security for which Shares
are a “reference security” (as defined in Regulation M promulgated under the Exchange Act). “Regulation M Period” means, for any Transaction, (A) the Relevant Period (as defined below) for such Transaction,
(B) the Settlement Valuation Period, if any, for such Transaction and (C) the Seller Termination Purchase Period (as defined below), if any, for such Transaction. “Relevant Period” means, for any Transaction, the period
commencing on the Calculation Period Start Date for such Transaction and ending on the later of (1) the earlier of (x) the Scheduled Termination Date and (y) the last Additional Relevant Day (as specified in the related Supplemental
Confirmation) for such Transaction, or such earlier day as elected by Dealer and communicated to Counterparty on such day (or, if later, the First Acceleration Date without regard to any acceleration thereof pursuant to “Special Provisions for
Acquisition Transaction Announcements” below) and (2) if Section 15 is applicable to such Transaction, the date on which all deliveries owed pursuant to Section 15 have been made. 



 

	 	(xi)	 As of the Trade Date, the Prepayment Date, the Initial Share Delivery Date, the Settlement Date, any Cash Settlement Payment Date and any
Settlement Method Election Date for each Transaction, Counterparty is not, and will not be, “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the
“Bankruptcy Code”)) and Counterparty would be able to purchase a number of Shares with a value equal to the Prepayment Amount in compliance with the laws of the jurisdiction of Counterparty’s incorporation.



  

	 	(xii)	 Counterparty is not, and after giving effect to each Transaction will not be, required to register as an “investment company” as such
term is defined in the Investment Company Act of 1940, as amended. 


  

	 	(xiii)	 Counterparty shall cooperate with Dealer, and execute and deliver, or use its best efforts to cause to be executed and delivered, all such other
instruments, and to obtain all consents, approvals or authorizations of any person, and take all such other actions as Dealer may reasonably request from time to time, consistent with the terms of the Agreement, this Master Confirmation and any
Supplemental Confirmation, in order to effectuate the purposes of the Agreement, this Master Confirmation, any Supplemental Confirmation and any Transaction. 



 

	 	(xiv)	 Counterparty has not entered, and will not enter, into any repurchase transaction with respect to the Shares (or any security convertible into or
exchangeable for the Shares) (including, without limitation, any agreements similar to the Transactions described herein) where any initial hedge period, calculation period, relevant period, settlement valuation period or seller termination purchase
period (each however defined) in such other transaction will overlap at any time (including, without limitation, as a result of extensions in such initial hedge period, calculation period, relevant period, settlement valuation period or seller
termination purchase period as provided in the relevant agreements) with any Relevant Period, any Settlement Valuation Period (if applicable) or any Seller Termination Purchase Period (if applicable) under this Master Confirmation. In the event that
the initial hedge period, relevant period, calculation period or settlement valuation period in any other transaction overlaps with any Relevant Period, any Settlement Valuation Period (if applicable) or any Seller Termination Purchase Period (if
applicable) under this Master Confirmation as a result of any postponement of the Scheduled Termination Date or extension of the Settlement Valuation Period pursuant to “Valuation Disruption” above or any analogous provision in such other
transaction, Counterparty shall promptly amend such other transaction to avoid any such overlap. 



  
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	 	(xv)	 Counterparty shall, at least one day prior to the first day of the Calculation Period, the Settlement Valuation Period, if any, or the Seller
Termination Purchase Period, if any, for any Transaction, notify Dealer of the total number of Shares purchased in Rule 10b-18 purchases of blocks pursuant to the once-a-week block exception set forth in paragraph (b)(4) of Rule 10b-18 under the
Exchange Act (“Rule 10b-18”) by or for Counterparty or any of its “affiliated purchasers” (as defined in Rule 10b-18) during each of the four calendar weeks preceding such day and during the calendar week in which such day
occurs (“Rule 10b-18 purchase” and “blocks” each being used as defined in Rule 10b-18), which notice shall be substantially in the form set forth in Schedule B hereto. 



 

	 	(xvi)	 As of the Trade Date for each Transaction hereunder, and as of the date of any election with respect to any Transaction hereunder, there has not
been any Merger Announcement (as defined below). 


  

	 	(xvii)	 Counterparty understands that 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. 


  

	 	(xviii)	 COUNTERPARTY UNDERSTANDS THAT THE TRANSACTIONS CONTEMPLATED BY THIS MASTER CONFIRMATION ARE SUBJECT TO COMPLEX RISKS THAT MAY ARISE WITHOUT WARNING
AND MAY AT TIMES BE VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE AND IS WILLING TO ACCEPT SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY AND OTHERWISE) SUCH RISKS. 



 

	7.	 Regulatory Disruption.   In the event that Dealer concludes, in its reasonable discretion and based on advice of counsel,
that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer),
for it to refrain from or decrease any market activity as it relates to establishing or maintaining a commercially reasonable hedge position on any Scheduled Trading Day or Days during the Calculation Period or, if applicable, the Settlement
Valuation Period, Dealer may by written notice to Counterparty elect to deem that a Market Disruption Event has occurred and will be continuing on such Scheduled Trading Day or Days. Dealer shall subsequently notify Counterparty in writing on the
day Dealer reasonably believes in good faith and upon the advice of counsel that it may resume its market activity. Dealer shall not be required to communicate to Counterparty the reason for Dealer’s exercise of its rights pursuant to this
provision if Dealer reasonably determines in good faith and upon the advice of counsel that disclosing such reason may result in a violation of any legal, regulatory, or self-regulatory requirements or related policies and procedures (whether or not
such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer). 


  

	8.	 10b5-1 Plan.   Counterparty represents, warrants and covenants to Dealer that: 



 

	 	(a)	 Counterparty is entering into this Master Confirmation and each Transaction hereunder in good faith and not as part of a plan or scheme to evade
the prohibitions of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) or any other antifraud or anti-manipulation provisions of the federal or applicable state securities laws and that it has not entered into or altered and will
not enter into or alter any corresponding or hedging transaction or position with respect to the Shares. Counterparty acknowledges that it is the intent of the parties that each Transaction entered into under this Master Confirmation comply with the
requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and each Transaction entered into under this Master Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c). 



 

	 	(b)	 During the Calculation Period and the Settlement Valuation Period, if any, for any Transaction and in connection with the delivery of any
Alternative Delivery Units for any Transaction, Dealer (or its agent or Affiliate) may effect transactions in Shares in connection with such Transaction. 



  
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The timing of such transactions by Dealer, the price paid or received per Share pursuant to such transactions and the manner in which such transactions are made, including, without limitation,
whether such transactions are made on any securities exchange or privately, shall be within the sole judgment of Dealer. Counterparty acknowledges and agrees that all such transactions shall be made in Dealer’s sole judgment and for
Dealer’s own account. 


  

	 	(c)	 Counterparty does not have, and shall not attempt to exercise, any control or influence over how, when or whether Dealer (or its agent or
Affiliate) makes any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) in connection with any Transaction, including, without limitation, over how, when or whether Dealer (or its agent or Affiliate) enters into any
hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Master Confirmation and each Supplemental Confirmation under Rule 10b5-1.



  

	 	(d)	 Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Master Confirmation or any Supplemental
Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification, waiver or
termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager or
similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares. 


  

	 	(e)	 Counterparty shall not, directly or indirectly, communicate any information relating to the Shares or any Transaction (including, without
limitation, any notices required by Section 10(a)) to any employee of Dealer, other than as set forth in the Communications Procedures attached as Annex B hereto. 



 

	9.	 Counterparty Purchases.   Counterparty (or any “affiliate” or “affiliated purchaser” as defined
in Rule 10b-18) shall not, without the prior written consent of Dealer, directly or indirectly (including, without limitation, by means of a 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 equivalent interest, including, without limitation, a unit of beneficial interest in a trust or limited partnership or a depository share), listed contracts on the Shares or
securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during any Relevant Period, any Settlement Valuation Period (if
applicable) or any Seller Termination Purchase Period (if applicable), under this Master Confirmation. 


  

	10.	 Special Provisions for Merger Transactions.   Notwithstanding anything to the contrary herein or in the Equity
Definitions: 


  

	 	(a)	 Counterparty agrees that it: 


  

	 	(i)	 will not during the period commencing on the Trade Date for any Transaction and ending on the last day of the Relevant Period or, if applicable,
the later of the last day of the Settlement Valuation Period and the last day of the Seller Termination Purchase Period, for such Transaction make, or permit to be made (to the extent within Counterparty’s control), any public announcement (as
defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction (a “Merger Announcement”) unless such Merger Announcement is made prior to the opening or after the close of the regular
trading session on the Exchange for the Shares; 


  

	 	(ii)	 shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any such Merger
Announcement that such Merger Announcement has been made; and 



  
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	 	(iii)	 shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) provide Dealer with written notice
specifying (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date of any Merger Transaction or potential Merger Transaction that
were not effected through Dealer or its Affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date of any Merger
Transaction or potential Merger Transaction. Such written notice shall be deemed to be a certification by Counterparty to Dealer that such information is true and correct. In addition, Counterparty shall promptly notify Dealer of the earlier to
occur of the completion of such transaction and the completion of the vote by target shareholders. 


  

	 	(b)	 Counterparty acknowledges that any such Merger Announcement or delivery of a notice with respect thereto may cause a Regulatory Disruption, may
cause the terms of any Transaction to be adjusted or may cause such Transaction to be terminated pursuant to paragraph (c) of this Section 10; accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set
forth in Section 8 above. 


  

	 	(c)	 Upon the occurrence of any Merger Announcement, Dealer may treat the occurrence of such Merger Announcement as an Additional Termination Event with
Counterparty as the sole Affected Party and the Transactions hereunder as the Affected Transactions and with the amount under Section 6(e) of the Agreement determined taking into account the fact that the Calculation Period or Settlement
Valuation Period, as the case may be, had fewer Scheduled Trading Days than originally anticipated. 



“Merger Transaction” means any merger, acquisition or similar transaction involving a recapitalization as
contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act. 
  

	11.	 Special Provisions for Acquisition Transaction Announcements.   Notwithstanding anything to the contrary herein or
in the Equity Definitions: 


  

	 	(a)	 If an Acquisition Transaction Announcement occurs on or prior to the Settlement Date for any Transaction, then the Calculation Agent shall make
such adjustments (if any) to the exercise, settlement, payment or other terms of such Transaction as the Calculation Agent determines appropriate to account for the economic effect on such Transaction of such Acquisition Transaction Announcement. If
an Acquisition Transaction Announcement occurs after the Trade Date, but prior to the First Acceleration Date of any Transaction, the First Acceleration Date shall be the date of such Acquisition Transaction Announcement. If the Number of Shares to
be Delivered for any settlement of any Transaction is a negative number, then the terms of the Counterparty Settlement Provisions in Annex A hereto shall apply. 



 

	 	(b)	 “Acquisition Transaction Announcement” means (i) the announcement of an Acquisition Transaction or an event that, if
consummated, would result in an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction,
(iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment
of the Calculation Agent may result in an Acquisition Transaction, or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously
announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by
the Issuer or a third party. 



  
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	 	(c)	 “Acquisition Transaction” means (i) any Merger Event (for purposes of this definition the definition of Merger Event shall be
read with the references therein to “100%” being replaced by “20%” and references to “50%” being replaced by “66%” and without reference to the clause beginning immediately following the definition of Reverse
Merger therein to the end of such definition), Tender Offer or Merger Transaction or any other transaction involving the merger of Counterparty with or into any third party, (ii) the sale or transfer of all or substantially all of the assets of
Counterparty, (iii) a recapitalization, reclassification, binding share exchange or other similar transaction with respect to Counterparty, (iv) any acquisition by Counterparty or any of its subsidiaries where the aggregate consideration
transferable by Counterparty or any of its subsidiaries exceeds 50% of the market capitalization of Counterparty, (v) any lease, exchange, transfer, disposition (including, without limitation, by way of spin-off or distribution) of assets
(including, without limitation, any capital stock or other ownership interests in subsidiaries) or other similar event by Counterparty or any of its subsidiaries where the aggregate consideration transferable or receivable by or to Counterparty or
its subsidiaries exceeds 20% of the market capitalization of Counterparty or (vi) any transaction in which Counterparty or its board of directors has a legal obligation to make a recommendation to its shareholders in respect of such transaction
(whether pursuant to Rule 14e-2 under the Exchange Act or otherwise). 


  

	12.	 Acknowledgments. 


  

	 	(a)	 The parties hereto intend for: 


  

	 	(i)	 each Transaction to be a “securities contract” as defined in Section 741(7) of the Bankruptcy Code and a “forward
contract” as defined in Section 101(25) of the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(27), 362(o), 546(e), 546(j), 555, 556, 560 and 561 of
the Bankruptcy Code; 


  

	 	(ii)	 the Agreement to be a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code; 



 

	 	(iii)	 a party’s right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or payment amounts, and to
exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of any Transaction to
constitute a “contractual right” (as defined in the Bankruptcy Code); and 


  

	 	(iv)	 all payments for, under or in connection with each Transaction, all payments for the Shares (including, for the avoidance of doubt, payment of the
Prepayment Amount) and the transfer of such Shares to constitute “settlement payments” and “transfers” (as defined in the Bankruptcy Code). 



 

	 	(b)	 Counterparty acknowledges that: 


  

	 	(i)	 during the term of any 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 establish, adjust or unwind its hedge position with respect to such Transaction; 


  

	 	(ii)	 Dealer and its Affiliates may also be active in the market for the Shares and Share-linked transactions other than in connection with hedging
activities in relation to any Transaction; 


  

	 	(iii)	 Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty’s securities
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 Forward Price and the VWAP Price; 



  
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	 	(iv)	 any market activities of Dealer and its Affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as
the Forward Price, VWAP Price and Settlement Price, each in a manner that may be adverse to Counterparty; and 


  

	 	(v)	 each Transaction is a derivatives transaction in which it has granted Dealer an option; Dealer may purchase shares for its own account at an
average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction. 


  

	13.	 No Collateral; Setoff.   Notwithstanding any provision of the Agreement or any other agreement between the
parties to the contrary, the obligations of Counterparty hereunder are not secured by any collateral. The parties agree to amend Section 6 of the Agreement by adding a new Section 6(f) thereto as follows: 



“(f) Upon the occurrence of an Event of Default or Termination Event with respect to a party who is the
Defaulting Party or the Affected Party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X owed to Y (whether or not matured
or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y owed to X (whether or not matured or contingent and whether or not
arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off effected under this Section 6(f). 

Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the
Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If any obligation is unascertained, Y may in good faith estimate that
obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section 6(f) shall be effective to create a charge or other security interest. This
Section 6(f) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).” 

Notwithstanding anything to the contrary in the foregoing, each party agrees not to set off or net amounts due from the other
party with respect to any Transaction against amounts due from such other party to such party with respect to contracts or instruments that are not Equity Contracts. “Equity Contract” means any transaction or instrument that is classified
in equity pursuant to the requirements under U.S. GAAP and, for the avoidance of doubt, that does not convey to Dealer rights, or the ability to assert claims, that are senior to the rights and claims of common stockholders in the event of
Counterparty’s bankruptcy. 
  

	14.	 Delivery of Shares.   Notwithstanding anything to the contrary herein, Dealer may, by prior notice to Counterparty,
satisfy its obligation to deliver any Shares or other securities on any date due (an “Original Delivery Date”) by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such
Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original Delivery Date. 



 

	15.	 Alternative Termination Settlement.   In the event that (a) an Early Termination Date (whether as a result of
an Event of Default or a Termination Event) occurs or is designated with respect to any Transaction or (b) any Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of (i) a
Nationalization, Insolvency or Merger Event in which the consideration to be paid to holders of Shares consists solely of cash, (ii) a Merger Event or Tender Offer that is within Counterparty’s control, or (iii) an Event of Default in
which Counterparty is the Defaulting Party or a Termination Event in which 



  
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Counterparty is the Affected Party other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of
the type described in Section 5(b) of the Agreement, in each case that resulted from an event or events outside Counterparty’s control), if either party would owe any amount to the other party pursuant to Section 6(d)(ii) of the
Agreement or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Amount”), then, in lieu of any payment of such Payment Amount, unless Counterparty makes an election to the contrary
no later than the Early Termination Date or the date on which such Transaction is terminated or cancelled, Counterparty or Dealer, as the case may be, shall deliver to the other party a number of Shares (or, in the case of a Nationalization,
Insolvency or Merger Event, a number of units, each comprising the number or amount of the securities or property that a hypothetical holder of one Share would receive in such Nationalization, Insolvency or Merger Event, as the case may be (each
such unit, an “Alternative Delivery Unit”)) with a value equal to the Payment Amount, as determined by the Calculation Agent over a commercially reasonable period of time (and the parties agree that, in making such determination of
value, the Calculation Agent may take into account a number of factors, including, without limitation, the market price of the Shares or Alternative Delivery Units on the Early Termination Date or the date of early cancellation or termination, as
the case may be, and, if such delivery is made by Dealer, the prices at which Dealer purchases Shares or Alternative Delivery Units to fulfill its delivery obligations under this Section 15, assuming such purchases are made in a commercially
reasonable manner in order to unwind a commercially reasonable hedge position); provided that in determining the composition of any Alternative Delivery Unit, if the relevant Nationalization, Insolvency or Merger Event involves a choice of
consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash; and provided further that Counterparty may elect that the provisions of this Section 15 above providing
for the delivery of Shares or Alternative Delivery Units, as the case may be, shall not apply only if Counterparty represents and warrants to Dealer, in writing on the date it notifies Dealer of such election, that, as of such date, Counterparty is
not aware of any material non-public information regarding Counterparty or the Shares and is making such election in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws. If delivery of Shares or
Alternative Delivery Units, as the case may be, pursuant to this Section 15 is to be made by Counterparty, paragraphs 2 through 7 of Annex A hereto shall apply as if (A) such delivery were a settlement of such Transaction to which Net
Share Settlement applied, (B) the Cash Settlement Payment Date were the Early Termination Date or the date of early cancellation or termination, as the case may be, and (C) the Forward Cash Settlement Amount were equal to (x) zero
minus (y) the Payment Amount owed by Counterparty. For the avoidance of doubt, if Counterparty validly elects for the provisions of this Section 15 relating to the delivery of Shares or Alternative Delivery Units, as the case may
be, not to apply to any Payment Amount, the provisions of Article 12 of the Equity Definitions, or the provisions of Section 6(d)(ii) of the Agreement, as the case may be, shall apply. If delivery of Shares or Alternative Delivery Units, as the
case may be, is to be made by Dealer pursuant to this Section 15, the period during which Dealer purchases Shares or Alternative Delivery Units to fulfill its delivery obligations under this Section 15 shall be referred to as the “Seller
Termination Purchase Period.” 


  

	16.	 Calculations and Payment Date upon Early Termination.   The parties acknowledge and agree that in calculating (a) the
Close-Out Amount pursuant to Section 6 of the Agreement and (b) the amount due upon cancellation or termination of any Transaction (whether in whole or in part) pursuant to Article 12 of the Equity Definitions as a result of an
Extraordinary Event, Dealer may (but need not) determine such amount based on (i) expected losses and gains assuming a commercially reasonable (including, without limitation, with regard to reasonable legal and regulatory guidelines) risk bid
were used to determine losses and gains or (ii) the price at which one or more market participants would offer to sell to the Seller a block of shares of Common Stock equal in number to the Seller’s commercially reasonable hedge position
in relation to the Transaction. Notwithstanding anything to the contrary in Section 6(d)(ii) of the Agreement or Article 12 of the Equity Definitions, all amounts calculated as being due in respect of an Early Termination Date under
Section 6(e) of the Agreement or upon cancellation or termination of the relevant Transaction under Article 12 of the Equity Definitions will be payable on the day that notice of the amount payable is effective; provided that if
Counterparty elects to receive or deliver Shares or Alternative Delivery Units in accordance with Section 15, such Shares or Alternative Delivery Units shall be delivered on a date selected in a commercially reasonable manner by Dealer as promptly
as practicable. 



  
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	17.	 Limit on Beneficial Ownership.   Notwithstanding anything to the contrary in this Master Confirmation, Counterparty
acknowledges and agrees that, on any day, Dealer shall not be obligated to receive from Counterparty any Shares, and Counterparty shall not be required or entitled to deliver to Dealer any Shares, to the extent (but only to the extent) that after
such transactions Dealer’s ultimate parent entity would directly or indirectly “beneficially own” (as such term is defined for purposes of Section 13(d) of the Exchange Act) at any time on such day in excess of 8% of the
outstanding Shares. Any purported delivery of Shares shall be void and have no effect to the extent (but only to the extent) that after such delivery, Dealer’s ultimate parent entity would directly or indirectly so beneficially own in excess of
8% of the outstanding Shares. If, on any day, any delivery of Shares to Dealer is not effected, in whole or in part, as a result of this Section 17, Counterparty’s obligations to deliver such Shares shall not be extinguished and Counterparty
shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Counterparty that, after such delivery, Dealer’s ultimate parent entity would not directly or indirectly
beneficially own in excess of 8% of the outstanding Shares. 


  

	18.	 Maximum Share Delivery.   Notwithstanding anything to the contrary in this Master Confirmation, in no event shall Dealer be
required to deliver any Shares, or any Shares or other securities comprising Alternative Delivery Units, in respect of any Transaction in excess of the Maximum Number of Shares set forth in the Supplemental Confirmation for such Transaction.



  

	19.	 Additional Termination Events. 


  

	 	(a)	 The occurrence of an event described in paragraph III of Annex B hereto will constitute an Additional Termination Event, with Counterparty as the
sole Affected Party and the Transactions specified in such paragraph III as the Affected Transactions. 


  

	 	(b)	 Notwithstanding anything to the contrary in Section 6 of the Agreement, if a Termination Price is specified in the Supplemental Confirmation
for any Transaction, then an Additional Termination Event will occur without any notice or action by Dealer or Counterparty if the price of the Shares on the Exchange at any time falls below such Termination Price, with Counterparty as the sole
Affected Party and such Transaction as the sole Affected Transaction. 


  

	20.	 Non-confidentiality. Notwithstanding any provision in this Master Confirmation, any Supplemental Confirmation or the Agreement to the
contrary, in connection with Section 1.6011-4 of the Treasury Regulations, the parties hereby agree that each party (and each employee, representative, or other agent of such party) may disclose to any and all persons, without limitation of any
kind, the U.S. tax treatment and U.S. tax structure of any Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such U.S. tax treatment and U.S. tax structure, other than
any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws. 


  

	21.	 Counterparty Indemnification.   Counterparty agrees to indemnify and hold harmless Dealer and its officers,
directors, employees, Affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages and liabilities, joint or several (collectively,
“Obligations”), to which an Indemnified Person may become subject arising out of or in connection with any breach of any representation, warranty or covenant made by Counterparty under the Agreement, this Master Confirmation or any
Supplemental Confirmation, or any claim, litigation, investigation or proceeding relating thereto, regardless of whether any of such Indemnified Person is a party thereto, and to reimburse, within 30 days, upon written request, each such Indemnified
Person for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any of the foregoing; provided, however, that Counterparty shall not have any liability to any
Indemnified Person to the extent that such Obligations (a) are finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person (and in such case, such
Indemnified Person shall promptly return to Counterparty any amounts previously expended by Counterparty hereunder) or (b) are trading losses incurred by Dealer as part of its purchases or sales of Shares pursuant to this Master Confirmation or
any Supplemental Confirmation (unless such trading losses are related to the breach of any agreement, term or covenant herein). 



  
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	22.	 Calculations, Adjustments and Determinations. All calculations, adjustments and determinations made by Dealer hereunder,
whether as Calculation Agent, as Determining Party or following the occurrence of an Early Termination Date, shall be made in good faith and in a commercially reasonable manner. Following any determination, adjustment or calculation by Dealer
hereunder (including, without limitation, in its capacity as Calculation Agent), Dealer shall deliver to Counterparty, within five Exchange Business Days after a written request by Counterparty, a report in a commonly used file format for the
storage and manipulation of financial data (including the methodology, interest rates, quotations and market data (including volatility) but without disclosing any proprietary or confidential models or other proprietary or confidential information)
displaying in reasonable detail the basis for such determination, adjustment or calculation, as the case may be. 


  

	23.	 Assignment and Transfer. Notwithstanding anything to the contrary in the Agreement, Dealer may assign any of its rights or
duties hereunder to any one or more of its Affiliates without the prior written consent of Counterparty. Notwithstanding any other provision in this Master Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or
deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of any
Transaction and any such designee may assume such obligations. Dealer may assign the right to receive Settlement Shares to any third party who may legally receive Settlement Shares. Dealer shall be discharged of its obligations to Counterparty only
to the extent of any such performance. For the avoidance of doubt, Dealer hereby acknowledges that notwithstanding any such designation hereunder, to the extent any of Dealer’s obligations in respect of any Transaction are not completed by its
designee, Dealer shall be obligated to continue to perform or to cause any other of its designees to perform in respect of such obligations. 


  

	24.	 Amendments to the Equity Definitions. 


  

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


  

	 	(b)	 Section 11.2(c) of the Equity Definitions is hereby amended by (i) replacing the words “a diluting or concentrative” with
“an” in the fifth line thereof, (ii) adding the phrase “or such Transaction” after the words “the relevant Shares” in the same sentence, (iii) deleting the words “dilutive or concentrative” in the
sixth to last line thereof, and (iv) deleting the phrase “(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 it with the phrase “(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).” 



 

	 	(c)	 Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing
them with the words “a material”; and adding the phrase “or the relevant Transaction” at the end of the sentence. 


  

	 	(d)	 Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (i) deleting from the fourth line thereof the word “or”
after the word “official” and inserting a comma therefor, and (ii) 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.” 


  

	 	(e)	 Section 12.9(b)(iv) of the Equity Definitions is hereby amended by: 



 

	 	(i)	 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 


  

	 	(ii)	 replacing the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares” with the phrase “such Lending Party does not
lend Shares” in the penultimate sentence. 



  
 20 









 



 
  


	 	(f)	 Section 12.9(b)(v) of the Equity Definitions is hereby amended by: 



 

	 	(i)	 adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); and



  

	 	(ii)	 (1) deleting subsection (C) in its entirety, (2) deleting the word “or” immediately preceding subsection (C), (3) deleting
the penultimate sentence in its entirety and replacing it with the sentence “The Hedging Party will determine the Cancellation Amount payable by one party to the other” and (4) deleting clause (X) in the final sentence.



  

	25.	 Extraordinary Dividend.   If Counterparty declares any Extraordinary Dividend that has an ex-dividend date during the
period commencing on the Trade Date for any Transaction and ending of the last day of the Relevant Period or, if applicable, the later of the last day of the Settlement Valuation Period and the last day of the Seller Termination Purchase Period, for
such Transaction, then prior to or on the date on which such Extraordinary Dividend is paid by Counterparty to holders of record, Counterparty shall pay to Dealer, for each Transaction under this Master Confirmation, an amount in cash equal to the
product of (i) the amount of such Extraordinary Dividend and (ii) the theoretical short delta number of shares as of the opening of business on the related ex-dividend date, as determined by the Calculation Agent, required for Dealer to
hedge its exposure to such Transaction. 


  

	26.	 Status of Claims in Bankruptcy. Dealer acknowledges and agrees that neither this Master Confirmation nor any Supplemental
Confirmation is intended to convey to Dealer rights against Counterparty with respect to any Transaction that are senior to the claims of common stockholders of Counterparty in any United States bankruptcy proceedings of Counterparty;
provided that nothing herein shall limit or shall be deemed to limit Dealer’s right to pursue remedies in the event of a breach by Counterparty of its obligations and agreements with respect to any Transaction;
provided further that nothing herein shall limit or shall be deemed to limit Dealer’s rights in respect of any transactions other than any Transaction. 



 

	27.	 Wall Street Transparency and Accountability Act. In connection with Section 739 of the Wall Street Transparency and
Accountability Act of 2010 (“WSTAA”), the parties hereby agree that neither the enactment of WSTAA or any regulation under the WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, nor any similar legal certainty
provision in any legislation enacted, or rule or regulation promulgated, on or after the date of this Master Confirmation, shall limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify, amend or
supplement any Supplemental Confirmation, this Master Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under any Supplemental Confirmation,
this Master Confirmation, the Equity Definitions incorporated herein, or the Agreement (including, without limitation, rights arising from Change in Law, Loss of Stock Borrow, Increased Cost of Stock Borrow, or Illegality).



  

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



  
 21 









 



 
  


	29.	 Counterparts.   This Master Confirmation may be executed in any number of counterparts, all of which shall constitute one
and the same instrument, and any party hereto may execute this Master Confirmation by signing and delivering one or more counterparts. 



  
 22 









 



 
  

 Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing this Master Confirmation and returning it to us. 
 Very truly yours, 

 

			
	 CITIBANK, N.A.

		
	 By:    
	 	 /s/ James Heathcote

	 Authorized Signatory

	 Name: James Heathcote



 Accepted and confirmed 
 as
of the date first set 
 forth above: 
  

			
	 CITRIX SYSTEMS, INC.

		
	 By:    
	 	 /s/ David J. Henshall

	 Authorized Signatory

	 Name: David J. Henshall



  









 



 
  

 SCHEDULE A 

FORM OF SUPPLEMENTAL CONFIRMATION 

CITIBANK, N.A. 
 Corporate Equity
Derivatives 
 390 Greenwich Street, 5th Floor 

New York, NY 10013 
  

					
		  		 	[                ], 20[    ]

  

							
	 To:
	  	 Citrix Systems, Inc.
	  	
		  	 851 West Cypress Creek Road
	  	
		  	 Fort Lauderdale, Florida 33309
	  	
		  	 Attention:
	  	 Chief Financial Officer
	  	
		  	 Telephone No.:  
	  		  	
		  	 Facsimile No.:
	  		  	

  

	Re:	 Supplemental Confirmation—Uncollared Accelerated Share Repurchase 



The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between
Citibank, N.A. (“Dealer”), and Citrix Systems, Inc., a Delaware corporation (“Counterparty”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between Dealer and Counterparty as
of the relevant Trade Date for the Transaction referenced below. 
 1.        This Supplemental
Confirmation supplements, forms part of, and is subject to the Master Confirmation, dated as of April 25, 2014 (the “Master Confirmation”), between Dealer and Counterparty, as amended and supplemented from time to time. All
provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below. 

2.        The terms of the Transaction to which this Supplemental Confirmation relates are as follows:

  

			
	 Trade Date:
	  	 [                ], 20[    ]

		
	 Closing Date:
	  	 The date on which the issuance of Convertible Notes is consummated as determined in accordance with the Purchase Agreement.

		
	 Convertible Notes:
	  	 The [    ]% Convertible Senior Notes due 20[_] (as originally issued by Counterparty pursuant to an indenture to be dated
[                ], 20[    ] between Counterparty and
[                ], as trustee) in an aggregate principal amount of USD [        ].

		
	 Purchase Agreement:
	  	 The Purchase Agreement relating to the sale of the Convertible Notes between Counterparty and [    ], as representative of the
Initial Purchasers named therein, dated as of the Trade Date.

		
	 Forward Price Adjustment Amount:
	  	 USD [        ]

		
	 Calculation Period Start Date:
	  	 The first Exchange Business Day immediately following the Closing Date.

		
	 Scheduled Termination Date:
	  	 The [    ]th Scheduled Trading Day immediately following the Closing Date.


  
  

  
 A-1 









 



 
  


			
	 First Acceleration Date:
	  	 The [    ]th Scheduled Trading Day immediately following the Closing Date.

		
	 Prepayment Amount:
	  	 USD [        ]

		
	 Prepayment Date:
	  	 Closing Date

		
	 Initial Shares:
	  	 [        ] Shares; provided that if, in connection with the Transaction, Dealer is unable to borrow or
otherwise acquire a number of Shares equal to the Initial Shares for delivery to Counterparty on the Initial Share Delivery Date, the Initial Shares delivered on the Initial Share Delivery Date shall be reduced to such number of Shares that Dealer
is able to so borrow in a commercially reasonable manner or otherwise acquire in order to establish a commercially reasonable hedge position. All Shares delivered to Counterparty in respect of the Transaction pursuant to this paragraph shall be the
“Initial Shares” for purposes of “Number of Shares to be Delivered” in the Master Confirmation.

		
	 Initial Share Delivery Date:
	  	 Closing Date

		
	 Maximum Stock Loan Rate:
	  	 [    ] basis points per annum

		
	 Initial Stock Loan Rate:
	  	 [    ] basis points per annum

		
	 Maximum Number of Shares:
	  	 [        ]1 Shares

		
	 Floor Price:
	  	 USD 0.01 per Share

		
	 Termination Price:
	  	 USD [        ] per Share

		
	 Additional Relevant Days:
	  	 The [        ] Exchange Business Days immediately following the Calculation Period.

		
	 Reserved Shares:
	  	 Notwithstanding anything to the contrary in the Master Confirmation, as of the date of this Supplemental Confirmation, the Reserved Shares shall be equal to
[        ] Shares.


 3.         Notwithstanding anything to the contrary in the Agreement
or the Master Confirmation, in the event the offering of Convertible Notes is not consummated for any reason by 5:00 p.m. (New York City time) on
[                ], 20[    ] (or such later date as agreed upon by the parties)
([                ], 20[    ] or such later date, 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 Counterparty under the Transaction, including, for the avoidance of doubt, any
obligation of Dealer to deliver any Shares and Counterparty’s obligation to make any payment with respect thereto, shall be cancelled and terminated and (ii) 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 the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date. Dealer and
Counterparty represent and acknowledge to the other that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. 
  

 
 1 To be approximately 50% of the total number of Shares outstanding on the Trade Date. 

  
 A-2 









 



 
  

 4.         Counterparty represents and warrants to
Dealer that neither it nor any “affiliated purchaser” (as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during either (i) the four
full calendar weeks immediately preceding the Trade Date or (ii) during the calendar week in which the Trade Date occurs, except as set forth in any notice delivered pursuant to Section 6(b)(xv) of the Master Confirmation. 

5.         This Supplemental Confirmation may be executed in any number of counterparts, all of which
shall constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts. 
  

  
 A-3 









 



 
  

 Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing this Supplemental Confirmation and returning it to us. 
  

							
		 		  	 Very truly yours,


  

			
	 CITIBANK, N.A.

		
	 By:    
	 	 
	 Authorized Signatory

	 Name:



 Accepted and confirmed 
 as
of the Trade Date: 
  

			
	 CITRIX SYSTEMS, INC.

		
	 By:    
	 	 
	 Authorized Signatory

	 Name:



  
 A-4 









 



 
  

 SCHEDULE B 

FORM OF CERTIFICATE OF RULE 10B-18 PURCHASES 

[Letterhead of Counterparty] 
 CITIBANK, N.A. 

Corporate Equity Derivatives 
 390 Greenwich Street, 5th Floor

 New York, NY 10013 
 Re:
        Uncollared Accelerated Share Repurchase 
 Ladies and Gentlemen: 

In connection with our entry into the Master Confirmation, dated as of April 25, 2014, between Citibank, N.A. and Citrix
Systems, Inc., a Delaware corporation, as amended and supplemented from time to time (the “Master Confirmation”), we hereby represent that set forth below is the total number of shares of our common stock purchased by or for us or
any of our affiliated purchasers in Rule 10b-18 purchases of blocks (all as defined in Rule 10b-18 under the Securities Exchange Act of 1934) pursuant to the once-a-week block exception set forth in Rule 10b-18(b)(4) during the four full calendar
weeks immediately preceding the first day of the [Calculation Period][Settlement Valuation Period][Seller Termination Purchase Period] (as defined in the Master Confirmation) and the week during which the first day of such [Calculation
Period][Settlement Valuation Period][Seller Termination Purchase Period] occurs. 
 Number of Shares:  
                         

We understand that you will use this information in calculating trading volume for purposes of Rule 10b-18. 

Very truly yours, 
  

			
	 CITRIX SYSTEMS, INC.

		
	 By:    
	 	 
	 Authorized Signatory

	 Name:


  
  
  

 

  
 B-1 









 



 
  

 ANNEX A 

COUNTERPARTY SETTLEMENT PROVISIONS 

1.        The following Counterparty Settlement Provisions shall apply to any
Transaction to the extent indicated under the Master Confirmation: 
  

			
		
	 Settlement Currency:
	  	 USD

		
	 Settlement Method Election:
	  	 Applicable; provided that (i) Section 7.1 of the Equity Definitions is hereby amended by deleting the word “Physical” in the sixth
line thereof and replacing it with the words “Net Share” and (ii) the Electing Party may make a settlement method election only if the Electing Party represents and warrants to Dealer in writing on the date it notifies Dealer of its
election that, as of such date, the Electing Party is not aware of any material non-public information regarding Counterparty or the Shares and is electing the settlement method in good faith and not as part of a plan or scheme to evade compliance
with the federal securities laws.

		
	 Electing Party:
	  	 Counterparty

		
	 Settlement Method Election Date:
	  	 The earlier of (i) the Scheduled Termination Date and (ii) the second Exchange Business Day immediately following the Accelerated Termination Date (in
which case the election under Section 7.1 of the Equity Definitions shall be made no later than 10 minutes prior to the open of trading on the Exchange on such second Exchange Business Day), as the case may be.

		
	 Default Settlement Method:
	  	 Cash Settlement

		
	 Forward Cash Settlement Amount:
	  	 An amount equal to (a) the Number of Shares to be Delivered, multiplied by (b) the Settlement Price.

		
	 Settlement Price:
	  	 An amount equal to the sum of the average of the VWAP Prices for the Exchange Business Days in the Settlement Valuation Period, subject to Valuation Disruption
as specified in the Master Confirmation.

		
	 Settlement Valuation Period:
	  	 A number of Scheduled Trading Days selected by Dealer in a commercially reasonable manner over a period of time to unwind a commercially reasonable hedge
position, beginning on the Scheduled Trading Day immediately following the earlier of (i) the Scheduled Termination Date or (ii) the Exchange Business Day immediately following the Termination Date.

		
	 Cash Settlement:
	  	 If Cash Settlement is applicable, then Buyer shall pay to Dealer the absolute value of the Forward Cash Settlement Amount on the Cash Settlement Payment
Date.

		
	 Cash Settlement Payment Date:
	  	 The Exchange Business Day immediately following the last day of the Settlement Valuation
Period.



  
 Annex A-1 









 



 
  


			
		
	 Net Share Settlement Procedures:
	  	 If Net Share Settlement is applicable, Net Share Settlement shall be made in accordance with paragraphs 2 through 7 below.


 2.        Net Share Settlement shall be made by
delivery on the Cash Settlement Payment Date of a number of Shares satisfying the conditions set forth in paragraph 3 below (the “Registered Settlement Shares”), or a number of Shares not satisfying such conditions (the
“Unregistered Settlement Shares”), in either case with a value equal to the absolute value of the Forward Cash Settlement Amount, with such Shares’ value based on the value thereof (which value shall, in the case of
Unregistered Settlement Shares, take into account a commercially reasonable illiquidity discount), in each case as determined by the Calculation Agent. If all of the conditions for delivery of either Registered Settlement Shares or Unregistered
Settlement Shares have not been satisfied, Cash Settlement shall be applicable in accordance with paragraph 1 above notwithstanding Counterparty’s election of Net Share Settlement. 

3.        Counterparty may only deliver Registered Settlement Shares pursuant to
paragraph 2 above if: 
 (a)      a registration statement covering public resale of the
Registered Settlement Shares by Dealer (the “Registration Statement”) shall have been filed with the Securities and Exchange Commission under the Securities Act and been declared or otherwise become effective on or prior to the date
of delivery, and no stop order shall be in effect with respect to the Registration Statement; a printed prospectus relating to the Registered Settlement Shares (including, without limitation, any prospectus supplement thereto, the
“Prospectus”) shall have been delivered to Dealer, in such quantities as Dealer shall reasonably have requested, on or prior to the date of delivery; 

(b)      the form and content of the Registration Statement and the Prospectus (including,
without limitation, any sections describing the plan of distribution) shall be satisfactory to Dealer; 

(c)      as of or prior to the date of delivery, Dealer and its agents shall have been afforded
a reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities of similar size and the results of such investigation are satisfactory to Dealer, in
its discretion; and 
 (d)      as of the date of delivery, an agreement (the
“Underwriting Agreement”) shall have been entered into with Dealer in connection with the public resale of the Registered Settlement Shares by Dealer substantially similar to underwriting agreements customary for underwritten
offerings of equity securities of similar size, in form and substance reasonably satisfactory to Dealer, which Underwriting Agreement shall include, without limitation, provisions substantially similar to those contained in such underwriting
agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, Dealer and its Affiliates and the provision of customary opinions, accountants’ comfort letters and lawyers’ negative
assurance letters. 
 4.        If Counterparty delivers Unregistered Settlement
Shares pursuant to paragraph 2 above: 
 (a)      all Unregistered Settlement Shares shall be
delivered to Dealer (or any Affiliate of Dealer designated by Dealer) pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof; 

(b)      as of or prior to the date of delivery, Dealer and any potential purchaser of any such
shares from Dealer (or any Affiliate of Dealer designated by Dealer) identified by Dealer shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation with respect to Counterparty 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); 
 (c)      as of the date of delivery, Counterparty shall enter into an agreement (a
“Private Placement Agreement”) with Dealer (or any Affiliate of Dealer designated by Dealer) in connection with the private placement of such shares by Counterparty to Dealer (or any such Affiliate) and the private resale of such
shares by Dealer (or any such Affiliate), substantially similar to private placement purchase agreements customary for private placements 

  
 Annex A-2 









 



 
  

 
of equity securities of similar size, in form and substance commercially reasonably satisfactory to Dealer, which Private Placement Agreement shall include, without limitation, provisions
substantially similar to those contained in such private placement purchase agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, Dealer and its Affiliates and the provision of
customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters, and shall provide for the payment by Counterparty of all commercially reasonable fees and expenses of Dealer (and any such Affiliate) in connection
with such resale, including, without limitation, all commercially reasonable fees and expenses of counsel for Dealer, and shall contain customary representations, warranties, covenants and agreements of Counterparty 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 

(d)      in connection with the private placement of such shares by Counterparty to Dealer (or
any such Affiliate) and the private resale of such shares by Dealer (or any such Affiliate), Counterparty shall, if so requested by Dealer, prepare, in cooperation with Dealer, a private placement memorandum in form and substance reasonably
satisfactory to Dealer. 
 5.        Dealer, itself or through an Affiliate (the
“Selling Agent”) or any underwriter(s), will sell all, or such lesser portion as may be required hereunder, of the Registered Settlement Shares or Unregistered Settlement Shares and any Makewhole Shares (as defined below) (together,
the “Settlement Shares”) delivered by Counterparty to Dealer pursuant to paragraph 6 below commencing on the Cash Settlement Payment Date and continuing until the date on which the aggregate Net Proceeds (as such term is defined
below) of such sales, as determined by Dealer in a commercially reasonable manner, is equal to the absolute value of the Forward Cash Settlement Amount (such date, the “Final Resale Date”). Dealer, the Selling Agent and any
underwriter(s) shall immediately cease the sale of Settlement Shares once the proceeds of any such sale(s), net of any commercially reasonable fees and commissions (including, without limitation, underwriting or placement fees) customary for similar
transactions under the circumstances at the time of the offering, together with commercially reasonable carrying charges and expenses incurred in connection with the offer and sale of the Shares (including, without limitation, the covering of any
over-allotment or short position (syndicate or otherwise)) (the “Net Proceeds”) are equal to the absolute value of the Forward Cash Settlement Amount. If, as of the Final Resale Date, any portion of the Settlement Shares remains
unsold, Dealer shall deliver to Counterparty within three (3) Currency Business Days of the Final Resale Date such unsold Shares. 

6.        If the Calculation Agent determines that the Net Proceeds received from the
sale of the Registered Settlement Shares or Unregistered Settlement Shares or any Makewhole Shares, if any, pursuant to this paragraph 6 are less than the absolute value of the Forward Cash Settlement Amount (the amount in USD by which the Net
Proceeds are less than the absolute value of the Forward Cash Settlement Amount being the “Shortfall” and the date on which such determination is made, the “Deficiency Determination Date”), Counterparty shall on the
Exchange Business Day next succeeding the Deficiency Determination Date (the “Makewhole Notice Date”) deliver to Dealer, through the Selling Agent, a notice of Counterparty’s election that Counterparty shall either (i) pay
an amount in cash equal to the Shortfall on the day that is one Currency Business Day after the Makewhole Notice Date, or (ii) deliver additional Shares. If Counterparty elects to deliver to Dealer additional Shares, then Counterparty shall
deliver additional Shares in compliance with the terms and conditions of paragraph 3 or paragraph 4 above, as the case may be (the “Makewhole Shares”), on the first Clearance System Business Day which is also an Exchange Business
Day following the Makewhole Notice Date in such number as the Calculation Agent reasonably believes would have a market value on that Exchange Business Day equal to the Shortfall. Such Makewhole Shares shall be sold by Dealer in a commercially
reasonable manner and in accordance with the provisions above; provided that if the sum of the Net Proceeds from the sale of the originally delivered Shares and the Net Proceeds from the sale of any Makewhole Shares is less than the absolute
value of the Forward Cash Settlement Amount then Counterparty shall, at its election, either make such cash payment or deliver to Dealer further Makewhole Shares until such Shortfall has been reduced to zero. 

  
 Annex A-3 









 



 
  

 7.        Notwithstanding the
foregoing, in no event shall the aggregate number of Settlement Shares for any Transaction be greater than the Reserved Shares (the “Capped Number”). Counterparty represents and warrants (which shall be deemed to be repeated on each
day that a Transaction is outstanding) that the Capped Number is equal to or less than the number of Shares determined according to the following formula: 

A – B 
  

					
			
	 Where
	  	A =	  	the number of authorized but unissued shares of Counterparty that are not reserved for future issuance on the date of the determination of the Capped Number; and
			
		  	B =	  	the maximum number of Shares required to be delivered to third parties if Counterparty elected Net Share Settlement of all transactions in the Shares (other than Transactions in the Shares under this Master Confirmation) with all
third parties that are then currently outstanding and unexercised.

 “Reserved Shares” means initially, 46,666,667 Shares. The Reserved
Shares may be increased or decreased in a Supplemental Confirmation. 
 If at any time, as a result of this paragraph
7, Counterparty fails to deliver to Dealer any Settlement Shares, Counterparty shall, to the extent that Counterparty has at such time authorized but unissued Shares not reserved for other purposes, promptly notify Dealer thereof and deliver to
Dealer a number of Shares not previously delivered as a result of this paragraph 7. Counterparty agrees to use its reasonable best efforts to cause the number of authorized but unissued Shares to be increased, if necessary, to an amount sufficient
to permit Counterparty to fulfill its obligation to deliver any Settlement Shares. 

  
 Annex A-4 









 



 
  

 ANNEX B 

COMMUNICATIONS PROCEDURES 

April 25, 2014 

I.        Introduction 

Citrix Systems, Inc. (“Counterparty”) and Citibank, N.A. (“Dealer”) have adopted these
communications procedures (the “Communications Procedures”) in connection with entering into the Master Confirmation (the “Master Confirmation”), dated as of April 25, 2014, between Dealer and Counterparty
relating to Uncollared Accelerated Share Repurchase transactions. These Communications Procedures supplement, form part of, and are subject to the Master Confirmation. 

II.        Communications Rules 

For each Transaction, from the Trade Date for such Transaction until the date all payments or deliveries of Shares have been
made with respect to such Transaction, Counterparty and its Employees and Designees shall not engage in any Program-Related Communication with, or disclose any Material Non-Public Information to, any EDG Trading Personnel. Except as set forth in the
preceding sentence, the Master Confirmation shall not limit Counterparty and its Employees and Designees in their communication with Affiliates and Employees of Dealer, including, without limitation, Employees who are EDG Permitted Contacts. 

III.        Termination 

If, in the sole judgment of any EDG Trading Personnel or any Affiliate or Employee of Dealer participating in any
Communication with Counterparty or any Employee or Designee of Counterparty, such Communication would not be permitted by these Communications Procedures, such EDG Trading Personnel or Affiliate or Employee of Dealer shall immediately terminate such
Communication. In such case, or if such EDG Trading Personnel or Affiliate or Employee of Dealer determines following completion of any Communication with Counterparty or any Employee or Designee of Counterparty that such Communication was not
permitted by these Communications Procedures, such EDG Trading Personnel or such Affiliate or Employee of Dealer shall promptly consult with his or her supervisors and with counsel for Dealer regarding such Communication. If, in the reasonable
judgment of Dealer’s counsel following such consultation, there is more than an insignificant risk that such Communication could materially jeopardize the availability of the affirmative defenses provided in Rule 10b5-1 under the Exchange Act
with respect to any ongoing or contemplated activities of Dealer or its Affiliates in respect of any Transaction pursuant to the Master Confirmation, it shall be an Additional Termination Event pursuant to Section 19(a) of the Master Confirmation,
with Counterparty as the sole Affected Party and all Transactions under the Master Confirmation as Affected Transactions. 

IV.        Definitions 

Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Master Confirmation.
As used herein, the following words and phrases shall have the following meanings: 
 “Communication” means
any contact or communication (whether written, electronic, oral or otherwise) between Counterparty or any of its Employees or Designees, on the one hand, and Dealer or any of its Affiliates or Employees, on the other hand. 

“Designee” means a person designated, in writing or orally, by Counterparty to communicate with Dealer on
behalf of Counterparty. 
 “EDG Permitted Contact” means any of Herman Hirsch, Bradley Diener, James
Heathcote and Alexia Breuvart or any of their designees; provided that Dealer may amend the list of EDG Permitted Contacts by delivering a revised list of EDG Permitted Contacts to Counterparty. 

  
 Annex B-1 









 



 
  

 “EDG Trading Personnel” means any Employee of the public
side of the Corporate Equity Derivatives group of Dealer; provided that Dealer may amend the list of EDG Trading Personnel by delivering a revised list of EDG Trading Personnel to Counterparty; and provided further that, for the
avoidance of doubt, the persons listed as EDG Permitted Contacts are not EDG Trading Personnel. 

“Employee” means, with respect to any entity, any owner, principal, officer, director, employee or other
agent or representative of such entity, and any Affiliate of any of such owner, principal, officer, director, employee, agent or representative. 

“Material Non-Public Information” means information relating to Counterparty or the Shares that (a) has
not been widely disseminated by wire service, in one or more newspapers of general circulation, by communication from Counterparty to its shareholders or in a press release, or contained in a public filing made by Counterparty with the Securities
and Exchange Commission and (b) a reasonable investor might consider to be of importance in making an investment decision to buy, sell or hold Shares. For the avoidance of doubt and solely by way of illustration, information should be presumed
“material” if it relates to such matters as dividend increases or decreases, earnings estimates, changes in previously released earnings estimates, significant expansion or curtailment of operations, a significant increase or decline of
orders, significant merger or acquisition proposals or agreements, significant new products or discoveries, extraordinary borrowing, major litigation, liquidity problems, extraordinary management developments, purchase or sale of substantial assets
and similar matters. 
 “Program-Related Communication” means any Communication the subject matter of which
relates to the Master Confirmation or any Transaction under the Master Confirmation or any activities of Dealer (or any of its Affiliates) in respect of the Master Confirmation or any Transaction under the Master Confirmation. 

  
 Annex B-2