EX-10.3



 Exhibit 10.3 

GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000 

Opening Transaction 
  

	To:	Red Hat, Inc. 

 100 East Davie Street 

Raleigh, North Carolina 27601 
  

	From:	Goldman, Sachs & Co. 

  

	Re:	Accelerated Stock Buyback 

  

	Ref. No:	As provided in the Supplemental Confirmation 

  

	Date:	October 2, 2014 

  

 
 This master confirmation (this
“Master Confirmation”), dated as of October 2, 2014 is intended to set forth certain terms and provisions of certain Transactions (each, a “Transaction”) entered into from time to time between Goldman,
Sachs & Co. (“Dealer”) and Red Hat, Inc. (“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 (without
reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law) as the governing law and US Dollars (“USD”) as the Termination Currency, (ii) (a) the election that Multiple
Transaction Payment Netting will apply to the Transactions and (b) the following language will be inserted at the end of Section 2(c) of the Agreement: “Notwithstanding anything to the contrary in this Section 2(c), unless
otherwise expressly agreed by the parties, the netting provided for in this Section 2(c) will not apply separately to any pairings of branches or Offices through which the parties make and receive payments or deliveries.” , (iii) the
insertion of “, absent manifest error” immediately before the period at the end of the last sentence of Section 6(d)(i), and (iv) the election that the “Cross Default” provisions of Section 5(a)(vi) shall apply to
Dealer, with a “Threshold Amount” of 3% of Dealer’s ultimate parent’s shareholders’ equity and to Counterparty, with a “Threshold Amount” of USD 100 million, provided that (A) the words “, or
becoming capable at such time of being declared,” shall be deleted from Section 5(a)(vi) and (B) the following language shall be added to the end of such Section 5(a)(vi): “Notwithstanding the foregoing, a default under
either subsection (1) or (2) hereof shall not constitute an Event of Default if (i) the default was caused solely by error or omission of an administrative or operational nature; (ii) funds were available to enable the party to
make the payment when due; and (iii) the payment is made within three Local Business Days of such party’s receipt of written notice of its failure to pay”). 







 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. 
 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, any 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:
	  	Common stock, par value $0.0001 per share, of Counterparty (Ticker: RHT)
		
	 Exchange:
	  	New York Stock Exchange
		
	 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, as determined by the Calculation Agent based on the New York 10b-18 Volume Weighted Average Price per Share for the regular trading session (including any extensions thereof) of the Exchange on such
Exchange Business Day (without regard to pre-open or after hours trading outside of such regular trading session for such Exchange Business Day), as published by Bloomberg 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 “RHT.N <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 commercially reasonable discretion, erroneous, such VWAP Price shall be as reasonably determined by the Calculation Agent acting in good faith. For purposes of calculating the VWAP Price, the Calculation Agent will include
only those trades that are


  
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		  	reported during the period of time during which Counterparty could purchase its own shares under Rule 10b-18(b)(2) and are effected pursuant to the conditions of Rule 10b-18(b)(3), each under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) (such trades, “Rule 10b-18 eligible transactions”).
		
	 Forward Price:
	  	The average of the VWAP Prices for the Exchange Business Days in the Calculation Period, subject to “Valuation Disruption” below
		
	 Forward Price Adjustment Amount:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Calculation Period:
	  	The period from and including the Calculation Period Start Date to and including the Termination Date.
		
	 Calculation Period Start Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Termination Date:
	  	The Scheduled Termination Date; 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 (the “Accelerated Termination
Date”) by delivering notice to Counterparty of any such designation prior to 11:59 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, to the extent that 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 by up to the number of Scheduled Trading Days equal to the number of Disrupted Days (including days that are Disrupted Days in part) during the Calculation Period, or (ii) in the Settlement Valuation
Period, the Calculation Agent may, in its good faith and commercially reasonable discretion, extend the Settlement Valuation Period, by up to the number of Scheduled Trading Days equal to the number of Disrupted Days (including days that are
Disrupted Days in part) during the Settlement Valuation Period. If any such Disrupted Day is a Disrupted Day because of a Market Disruption Event (or a deemed Market Disruption Event as provided herein), the Calculation Agent shall determine whether
(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


  
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		  	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 or the Settlement Valuation Period, as the case may be, and each of the nine immediately following Scheduled Trading Days is a Disrupted Day, then the Calculation Agent, in its
good faith and commercially reasonable discretion, may deem such ninth Scheduled Trading Day to be an Exchange Business Day that is not a Disrupted Day and determine the VWAP Price for such ninth Scheduled Trading Day using its good faith estimate
of the value of the Shares on such ninth Scheduled Trading Day based on the volume, historical trading patterns and price of the Shares and such other factors as it reasonably and in good faith deems appropriate.
		
		  	The Calculation Agent shall notify the parties of any determination pursuant to these Valuation Disruption provisions as promptly as practicable, and shall use good faith efforts to provide such notice no later than the Exchange
Business Day immediately following the affected Exchange Business Day.

 Settlement Terms: 
  

			
	 Settlement Procedures:
	  	If the Number of Shares to be Delivered is positive, Physical Settlement shall be applicable; 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. If the Number of Shares to be Delivered is negative, then the Counterparty Settlement
Provisions in Annex A shall apply.
		
	 Number of Shares to be Delivered:
	  	A number of Shares equal to (x)(a) the Prepayment Amount divided by (b) the Divisor Amount minus (y) the number of Initial Shares.
		
	 Divisor Amount:
	  	The greater of (i) the Forward Price minus the Forward Price Adjustment Amount and (ii) $1.00.
		
	 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:
	  	If the Number of Shares to be Delivered is positive, the date that is one Settlement Cycle immediately following the Termination Date.
		
	 Settlement Currency:
	  	USD


  
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	 Initial Share Delivery:
	  	Dealer shall deliver a number of Shares equal to the Initial Shares to Counterparty on the Initial Share Delivery Date in accordance with Section 9.4 of the Equity Definitions, with the 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.
		
		  	It shall constitute an additional Potential Adjustment Event if the Scheduled Termination Date for any Transaction is postponed pursuant to “Valuation Disruption” above, in which case the Calculation Agent may, in its
commercially reasonable discretion, adjust any relevant terms of any such Transaction as necessary to account for the economic effect on the Transaction of such postponement.
		
	 Extraordinary Dividend:
	  	For any fiscal quarter, any dividend or distribution on the Shares with an ex-dividend date occurring during such fiscal quarter (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).
		
	 Method of Adjustment:
	  	Calculation Agent Adjustment

 Extraordinary Events: 

Consequences of 
 Merger Events:

  

			
	 (a)    Share-for-Share:
	  	Modified Calculation Agent Adjustment
		
	 (b)    Share-for-Other:
	  	Cancellation and Payment
		
	 (c)    Share-for-Combined:
	  	Component Adjustment
		
	 Tender Offer:
	  	Applicable; provided that (i) Section 12.1(d) of the Equity Definitions shall be amended by replacing “10%” in the third line thereof with “20%,” (ii) Section 12.1(l) of the Equity Definitions shall be
amended (x) by deleting the parenthetical in the fifth line thereof, (y) by replacing “that” in the fifth line thereof with “whether or not such announcement” and (z) by adding immediately after the words “Tender Offer”
in the fifth line thereof “, and any publicly announced change or amendment to such an announcement (including the announcement of an abandonment of such intention)” and (iii) 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.”


  
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 Consequences of 

Tender Offers: 
  

			
	 (a)    Share-for-Share:
	  	Modified Calculation Agent Adjustment
		
	 (b)    Share-for-Other:
	  	Modified Calculation Agent Adjustment
		
	 (c)    Share-for-Combined:
	  	Modified Calculation Agent Adjustment
		
	 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, NYSE MKT, 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 (i) Section 12.9(a)(ii) of the Equity Definitions is hereby amended (a) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement
of, the formal or informal interpretation”, (b) by replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position” and (c) by immediately following the word “Transaction” in
clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; provided further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation
(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) or (B) the promulgation of or any change in the interpretation by any
court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section
739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) 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)”.
		
	 (b)    Failure to Deliver:
	  	Applicable
		
	 (c)    Insolvency Filing:
	  	Applicable
		
	 (d)    Hedging Disruption:
	  	Not Applicable
		
	 (e)    Increased Cost of Hedging:
	  	Not Applicable


  
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	 (f)     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:
	  	100 basis points per annum
		
	 Hedging Party:
	  	Dealer
		
	 (g)    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:
	  	25 basis points per annum
		
	 Hedging Party:
	  	Dealer
		
	 Determining Party:
	  	Dealer; provided that following any determination or calculation by the Determining Party hereunder, upon a written request from either party, the Determining Party will promptly (but in any event within three Scheduled
Trading Days) provide to such party a statement displaying in reasonable detail the basis for such determination or calculation (including, without limitation, any quotes, market data or information from internal or external sources and any
assumptions used in making such determination or calculation) as the case may be (it being understood that the Determining Party shall not be required to disclose any proprietary models or information or confidential models or information used by it
in connection with such determination or calculation, as the case may be).

  

			
	Additional Termination Event(s):	  	Notwithstanding anything to the contrary in the Equity Definitions, if, as a result of an Extraordinary Event, any Transaction would be cancelled or terminated (whether in whole or in part) pursuant to Article 12 of the Equity
Definitions, an Additional Termination Event (with such terminated Transaction(s) (or portions thereof) being the Affected Transaction(s) and Counterparty being the sole Affected Party) shall be deemed to occur, and, in lieu of Sections 12.7, 12.8
and 12.9 of the Equity Definitions, Section 6 of the Agreement shall apply to such Affected
Transaction(s).
		
		  	The declaration by the Issuer of any Extraordinary Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period, will constitute an Additional Termination Event, with Counterparty as
the sole Affected Party and all Transactions hereunder as the Affected Transactions.
		
	Relevant Dividend Period:	  	The period from and including the Calculation Period Start Date to and including the Relevant Dividend Period End Date.
		
	Relevant Dividend Period End Date:	  	If the Number of Shares to be Delivered is negative, the last day of the Settlement Valuation Period; otherwise, the Termination Date.


  
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	Non-Reliance/Agreements and Acknowledgements Regarding Hedging Activities/Additional Acknowledgements:	  	Applicable
		
	Transfer:	  	Notwithstanding anything to the contrary in the Agreement, Dealer may assign, transfer and set over all rights, title and interest, powers, privileges and remedies of Dealer under any Transaction, in whole or in part, to an
affiliate of Dealer whose obligations are guaranteed by The Goldman Sachs Group, Inc. without the consent of Counterparty, but only if (i) Counterparty will not, at the time and as a result of such assignment or transfer, be required to pay
(including a payment in kind) to the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement (except in respect of interest under Section 9(h) of the Agreement) greater than the amount in respect of which
Counterparty would have been required to pay to Dealer in the absence of such transfer; (ii) Counterparty will not, at the time and as a result of such assignment or transfer, receive a payment (including a payment in kind) from which an amount had
been withheld or deducted, on account of a Tax under Section 2(d)(i) of the Agreement (except in respect of interest under Section 9(h) of the Agreement), in excess of that which Dealer would have been required to so withhold or deduct in the
absence of such transfer, unless the transferee will be required to make additional payments pursuant to Section 2(d)(i)(4) of the Agreement in respect of such excess; (iii) Dealer shall have caused the transferee to make such Payee Tax
Representations and to provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that the results described in (i) above will not occur; (iv) such transferee is a “dealer” within the
meaning of Treasury Regulation Section 1.1001-4T(b)(1); and (v) an Event of Default, Potential Event of Default, or Termination Event will not occur, and at the time of transfer would not reasonably be expected to occur as a result of such transfer
and assignment. Dealer shall provide written notice to Counterparty of any transfer of a Transaction promptly following the occurrence thereof.
		
	Dealer Payment Instructions:	  	
		
	Counterparty’s Contact Details for Purpose of Giving Notice:	  	
		  	Red Hat, Inc.
		  	100 East Davie Street
		  	Raleigh, NC 27601
		  	Attention: Chief Financial Officer
		  	Telephone: (919) 754-4950
		  	Facsimile: [            ]
		  	Email: [            ]
		
		  	With a copy to:
		  	General Counsel
		  	Telephone: (919) 754-4950
		  	Facsimile: [            ]
		  	Email: [            ]


  
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	Dealer’s Contact Details for Purpose of Giving Notice:	  	Goldman, Sachs & Co.
		  	200 West Street
		  	New York, NY 10282-2198
		  	Attention: [            ], Equity Capital Markets
		  	Telephone: [            ]
		  	Facsimile: [            ]
		  	Email: [            ]
		
		  	With a copy to:
		
		  	Attention: [            ], Equity Capital Markets
		  	Equity Capital Markets
		  	Telephone: [            ]
		  	Facsimile: [            ]
		  	Email: [            ]
		
		  	And email notification to the following address:
		  	Eq-derivs-notifications@am.ibd.gs.com

  

			
	 2.      Calculation Agent.
	  	Dealer unless an Event of Default of the type specified in Section 5(a)(vii) of the Agreement has occurred and is continuing with respect to Dealer in which case Counterparty shall have the right to designate a nationally recognized
third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the date such Event of Default occurred and ending on the Early Termination Date with respect to such Event of Default, as the Calculation
Agent with respect to the Transactions under this Master Confirmation. Following any determination or calculation by the Calculation Agent hereunder, upon a written request by Counterparty, the Calculation Agent will promptly (but in any event no
later than the earlier of (i) the time at which Counterparty becomes obligated to make any payment or delivery or take any other action as a result of such determination or calculation and (ii) the date three (3) Exchange Business Days following the
date of such determination or calculation) provide to Counterparty by e-mail to the e-mail address provided by Counterparty in such written request a report (in a commonly used file format for the storage and manipulation of financial data without
disclosing any proprietary models of the Calculation Agent) displaying in reasonable detail the basis for such determination or calculation (including, without limitation, any quotations, market data or information from internal or external sources
and any assumptions used in making such determination or calculation), as the case may be.

 3.     Additional Mutual 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: 

Eligible Contract Participant. It is an “eligible contract participant”, as defined in the U.S. Commodity Exchange Act (as
amended), and is entering into each Transaction hereunder as principal (and not as agent or in any other capacity, fiduciary or otherwise) and not for the benefit of any third party. 

Accredited Investor. 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 (i) 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, (ii) it is an “accredited investor” as that term is defined under Regulation D under the Securities Act and
(iii) the disposition of each Transaction is restricted under this Master Confirmation, the Securities Act and state securities laws. 

  
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 4.     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: 

(a) The purchase or writing of each Transaction and the transactions contemplated hereby will not violate Rule 13e-1 or Rule 13e-4
under the Exchange Act. 
 (b) It is not entering into any Transaction (i) on the basis of, and is not aware of, any material
non-public information with respect to the Shares (ii) in anticipation of, in connection with, or to facilitate, a distribution of its securities, a self tender offer or a third-party tender offer or (iii) 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). 

(c) Each Transaction is being entered into pursuant to a publicly disclosed Share buy-back program and its Board of Directors has approved the
use of derivatives to effect the Share buy-back program. 
 (d) Without limiting the generality of Section 13.1 of the Equity
Definitions, Counterparty acknowledges that neither Dealer nor any of its affiliates is making any representations or warranties or taking any position or expressing any view with respect to the treatment of any Transaction under any accounting
standards including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, or ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging – Contracts in Entity’s
Own Equity. 
 (e) As of (i) the date hereof and (ii) 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. 
 (f) Counterparty shall report each Transaction as required under the
Exchange Act and the rules and regulations thereunder. 
 (g) 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 period”; Counterparty acknowledges that any such notice may cause a Disrupted Day to occur pursuant to Section 5 below;
accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 6 below; “Regulation M Period” means, for any Transaction, (i) the Relevant Period (as defined
below) and (ii) the Settlement Valuation Period, 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
earlier of (i) the Scheduled Termination Date and (ii) 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). 

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

  
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 (k) Counterparty has not and will not enter into agreements with respect to the Shares similar to
the Transactions described herein where any initial hedge period, calculation period, relevant period or settlement valuation period (each however defined) in such other transaction will overlap at any time (including as a result of extensions in
such initial hedge period, calculation period, relevant period or settlement valuation period as provided in the relevant agreements) with any Relevant Period or, if applicable, any Settlement Valuation Period under this Master Confirmation, without
the prior written consent of Dealer. In the event that the initial hedge period, relevant period, calculation period or settlement valuation period in any other similar transaction entered into without Dealer’s prior written consent overlaps
with any Relevant Period or, if applicable, Settlement Valuation Period 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, Counterparty shall promptly amend such transaction to avoid any such overlap. 
 5.     Regulatory
Disruption. In the event that Dealer concludes, in its good faith and commercially reasonable discretion, based on the 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 but provided that such policies or procedures are related to legal or regulatory issues and are generally
applicable in similar situations and applied to any Transaction hereunder in a non-discriminatory manner), for it to refrain from or decrease any market activity 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; provided that Dealer may not invoke a Market
Disruption Event if it is caused solely by the Dealer’s gross negligence, fraud, willful misconduct, violation of applicable law, or circumstances that are the result of deliberate actions of it or any of its Affiliates with the intent to avoid
its obligations under the terms of any Transaction. 
 6.     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) Counterparty will not seek to control or influence Dealer’s decision to make any “purchases or sales” (within the meaning
of Rule 10b5-1(c)(1)(i)(B)(3)) under any Transaction entered into under this Master Confirmation, including, without limitation, Dealer’s decision to enter into any hedging transactions. Counterparty represents and warrants that it has
consulted with its own advisors as to the legal aspects of its adoption and implementation of this Master Confirmation and each Supplemental Confirmation under Rule 10b5-1. 

(c) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Master Confirmation or the relevant
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. 

7.     Counterparty Purchases. Counterparty (or any “affiliated purchaser” as defined in Rule 10b-18 under the
Exchange Act (“Rule 10b-18”)) shall not, without the prior written consent of Dealer, directly or indirectly purchase any Shares (including by means of a derivative instrument), listed contracts on the Shares or securities that are
convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during any Relevant Period or, if applicable, Settlement Valuation Period, except through
Dealer; provided that Counterparty may, without the prior written consent of Dealer, purchase Shares (i) from participants in Counterparty’s equity compensation plans that occur or are deemed to occur in connection with the payment of any
exercise price or in satisfaction of tax withholding obligations or otherwise in 

  
 11 








 
connection with the vesting and/or exercise of any equity awards and (ii) from one or more existing holders of Shares, in bilateral, privately-negotiated transactions that do not involve and
could not be expected to result in purchases of Shares on the Exchange (and, for the avoidance of doubt, do not constitute a block purchase (within the meaning of Rule 10b-18)). 

8. 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 through the end of the Relevant Period or, if applicable, the
Settlement Valuation Period for any Transaction make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction (a “Public
Announcement”) unless such Public 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 Public Announcement that such Public Announcement has been made; and 
 (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 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 date of such Public Announcement. 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 the relevant Merger Transaction and the completion of the vote by target shareholders. 
 (b)
Counterparty acknowledges that a Public Announcement may cause the terms of any Transaction to be adjusted in a commercially reasonable manner or such Transaction to be terminated; accordingly, Counterparty acknowledges that in making any Public
Announcement, it must comply with the standards set forth in Section 6 above. 
 (c) Upon the occurrence of any Public Announcement
(whether made by Counterparty or a third party) Dealer in its sole discretion may (i) cause the Calculation Agent to make commercially reasonable adjustments to the terms of any Transaction, including, without limitation, the Scheduled
Termination Date or the Forward Price Adjustment Amount, and/or suspend the Calculation Period and/or any Settlement Valuation Period to account for the economic effect of such Public Announcement on such Transaction or (ii) treat the
occurrence of such Public 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. 
 9.     Special Provisions for Acquisition Transaction Announcements.
(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 to the exercise, settlement, payment or any other terms of such Transaction
(including, without limitation, the number of Minimum Shares and the Forward Price Adjustment Amount) as the Calculation Agent determines appropriate, at such time or at multiple times as the Calculation Agent determines appropriate, to account for
the economic effect on such Transaction of such Acquisition Transaction Announcement (including adjustments to account for changes in volatility, expected dividends, stock loan rate and liquidity relevant to the Shares or to such Transaction). 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. 

  
 12 








 (b) “Acquisition Transaction Announcement” means (i) the announcement of 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 is
reasonably likely to result in an Acquisition Transaction (it being understood that the Calculation Agent may make such determination by reference to the effect of such announcement on the market price of the Shares or options relating to the
Shares) 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. 

(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 to “50%” by “75%” 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, (iv) any acquisition, lease, exchange, transfer, disposition (including by way of spin-off or distribution) of assets (including 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 and (v) 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). 
  

	10.	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, a “swap agreement” as defined in Section 101(53B) 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)(17), 362(b)(27), 362(o), 546(e), 546(g), 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). 

  
 13 








 (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 derivatives linked to the Shares other than
in connection with hedging activities in relation to any Transaction, including acting as agent or as principal and for its own account or on behalf of customers; 

(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; 

(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 and VWAP 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. 
 (c) Counterparty: 

(i) is an “institutional account” as defined in FINRA Rule 4512(c); 

(ii) is capable of evaluating investment risks independently, both in general and with regard to all transactions and
investment strategies involving a security or securities, and will exercise independent judgment in evaluating the recommendations of Dealer or its associated persons, unless it has otherwise notified Dealer in writing; and 

(iii) will notify Dealer if any of the statements contained in clause (i) or (ii) of this Section 10(c) ceases
to be true. 
 11.   Credit Support Documents. The parties hereto acknowledge that no Transaction hereunder is secured by any
collateral that would otherwise secure the obligations of Counterparty herein or pursuant to the Agreement. 
 12.   No Set-off.
Obligations under the Agreement shall not be subject to any Set-off by either party against any obligations of the other party or of that other party’s affiliates. “Set-off” means set-off, offset, combination of accounts, right
of retention or withholding or similar right or requirement to which the relevant payer of an amount is entitled or subject (whether arising under the Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on,
such payer. 
 13.   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. 

14.   Early Termination. In the event that 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 (except as a result of a Merger Event in which the consideration or proceeds to be paid to holders of Shares consists solely of cash), if either party would owe any amount to the other party
pursuant to Section 6(d)(ii) of the Agreement (any such amount, a “Payment Amount”), then, in lieu of any payment of such Payment Amount, Counterparty may, no later than the Early Termination Date or the date on which such
Transaction is terminated, elect to deliver or for Dealer to deliver, as the case may be, to the other party a number of Shares (or, in the case of a Merger Event, a number of units, each 

  
 14 








 
comprising the number or amount of the securities or property that a hypothetical holder of one Share would receive in such Merger Event (each such unit, an “Alternative Delivery
Unit” and, the securities or property comprising such unit, “Alternative Delivery Property”)) with a value equal to the Payment Amount, as determined by the Calculation Agent (and the parties agree that, in making such
determination of value, the Calculation Agent may take into account a number of factors, including the market price of the Shares or Alternative Delivery Property on the date of early termination and, if such delivery is made by Dealer, the prices
at which Dealer purchases Shares or Alternative Delivery Property in a commercially reasonable manner and within a commercially reasonable time period to fulfill its delivery obligations under this Section 14); provided that in
determining the composition of any Alternative Delivery Unit, if the relevant 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 make such election 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 concerning 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 such delivery is made by Counterparty, paragraphs 2 through 7 of
Annex A shall apply as if such delivery were a settlement of the Transaction to which Net Share Settlement applied, the Cash Settlement Payment Date were the Early Termination Date and the Forward Cash Settlement Amount were zero
(0) minus the Payment Amount owed by Counterparty. 
 15.   Calculations and Payment Date upon Early Termination. The
parties acknowledge and agree that in calculating Close-out Amount pursuant to Section 6 of the Agreement Dealer acting in good faith and a commercially reasonable manner may (but need not) determine losses without reference to actual losses
incurred but based on expected losses assuming a commercially reasonable (including without limitation with regard to reasonable legal and regulatory guidelines) risk bid were used to determine loss to avoid awaiting the delay associated with
closing out any hedge or related trading position in a commercially reasonable manner prior to or sooner following the designation of an Early Termination Date. Notwithstanding anything to the contrary in Section 6(d)(ii) of the Agreement, all
amounts calculated as being due in respect of an Early Termination Date under Section 6(e) of the Agreement will be payable on the day that notice of the amount payable is effective; provided that if Counterparty elects to receive Shares
or Alternative Delivery Property in accordance with Section 14, such Shares or Alternative Delivery Property shall be delivered on a date selected by Dealer as promptly as practicable. 

16.   Automatic Termination Provisions. Notwithstanding anything to the contrary in Section 6 of the Agreement, if a Termination
Price is specified in any Supplemental Confirmation, then an Additional Termination Event with Counterparty as the sole Affected Party and the Transaction to which such Supplemental Confirmation relates as the Affected Transaction will automatically
occur without any notice or action by Dealer or Counterparty if the closing price of the Shares on the Exchange for any two consecutive Exchange Business Days is below such Termination Price, and such second consecutive Exchange Business Day will be
the “Early Termination Date” for purposes of the Agreement. 
 17.   Early Unwind. In the event the sale of the “Firm
Securities” (as defined in the Purchase Agreement, dated as of October 1, 2014, between Counterparty and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and J.P.
Morgan Securities LLC, as representatives of the initial purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Initial Purchasers for any reason by 5:00 p.m. (New York City time) on the Prepayment Date, or
such later date as agreed upon by the parties (the Prepayment Date or such later date the “Early Unwind Date”), each Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and
(i) each Transaction and all of the respective rights and obligations of Dealer and Counterparty under such Transaction 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 each Transaction either prior to or after the Early Unwind Date. Each of
Dealer and Counterparty represents and acknowledges to the other that, upon an Early Unwind, all obligations with respect to each Transaction shall be deemed fully and finally discharged. 

18.   Delivery of Cash. For the avoidance of doubt, nothing in this Master Confirmation shall be interpreted as requiring Counterparty
to deliver cash in respect of the settlement of the Transactions contemplated by this Master Confirmation following payment by Counterparty of the relevant Prepayment Amount, except in circumstances where the required cash settlement thereof is
permitted for classification of the contract as equity by ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, as in effect on the relevant Trade Date (including, without limitation, where Counterparty so elects
to deliver cash or fails timely to elect to deliver Shares or Alternative Delivery Property in respect of the settlement of such Transactions). 

  
 15 








 19.   Claim in Bankruptcy. Dealer acknowledges and agrees that this Confirmation is not
intended to convey to it rights with respect to the Transactions that are senior to the claims of common stockholders in the event of Counterparty’s bankruptcy. 

20.   Governing Law. The Agreement, this Master Confirmation, each Supplemental Confirmation and all matters arising in connection with
the Agreement, this Master Confirmation and each Supplemental Confirmation shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (without reference to its choice of laws doctrine other than Title 14
of Article 5 of the New York General Obligations Law). 
 21.   Illegality. The parties agree that, for the avoidance of doubt, for
purposes of Section 5(b)(i) of the Agreement, “any applicable law” shall include the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any rules and regulations promulgated thereunder and any similar law or
regulation, without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade
Date, and the consequences specified in the Agreement, including without limitation, the consequences specified in Section 6 of the Agreement, shall apply to any Illegality arising from any such act, rule or regulation. 

22.   Offices. 
 (a) The
Office of Dealer for each Transaction is: 200 West Street, New York, New York 10282-2198. 
 (b) The Office of Counterparty for each
Transaction is: Inapplicable, Counterparty is not a Multibranch Party. 
 23.   Waiver of Jury Trial; Exclusive Jurisdiction.
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 hereby irrevocably and unconditionally submits for itself and its property in any suit, legal action or proceeding relating to the
Agreement, this Master Confirmation, any Supplemental Confirmation and/or any Transaction hereunder, or for recognition and enforcement of any judgment in respect thereof (each, “Proceedings”) to the exclusive jurisdiction of the Supreme
Court of the State of New York, sitting in New York County, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof. Nothing in this Master Confirmation, any Supplemental Confirmation or
the Agreement precludes either party from bringing Proceedings in any other jurisdiction if (A) the courts of the State of New York or the United States of America for the Southern District of New York lack jurisdiction over the parties or the
subject matter of the Proceedings or declines to accept the Proceedings on the grounds of lacking such jurisdiction; (B) the Proceedings are commenced by a party for the purpose of enforcing against the other party’s property, assets or
estate any decision or judgment rendered by any court in which Proceedings may be brought as provided hereunder; (C) the Proceedings are commenced to appeal any such court’s decision or judgment to any higher court with competent appellate
jurisdiction over that court’s decisions or judgments if that higher court is located outside the State of New York or Borough of Manhattan, such as a federal court of appeals or the U.S. Supreme Court; or (D) any suit, action or
proceeding has been commenced in another jurisdiction by or against the other party or against its property, assets or estate and, in order to exercise or protect its rights, interests or remedies under the Agreement, this Master Confirmation or any
Supplemental Confirmation, the party (1) joins, files a claim, or takes any other action, in any such suit, action or proceeding, or (2) otherwise commences any Proceeding in that other jurisdiction as the result of that other suit, action
or proceeding having commenced in that other jurisdiction. Section 13(b) of the Agreement shall be deleted in its entirety. 

  
 16 








 24.   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. 

  
 17 








 Counterparty hereby agrees (a) to check this Master Confirmation carefully and immediately
upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty
with respect to any particular Transaction to which this Master Confirmation relates, by manually signing this Master Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and
immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. 212-428-1980/83. 
  

			
	Yours faithfully,
	
	GOLDMAN, SACHS & CO.
		
	By:	 	/s/ Daniela A. Rouse
		 	Name: Daniela A. Rouse
		 	Title: Vice President


  

			
	 Agreed and Accepted By:
  

RED HAT, INC.

		
	By:	 	/s/ Paul J. Argiry
		 	Name: Paul J. Argiry
		 	Title: VP & Treasurer








 SCHEDULE A 

SUPPLEMENTAL CONFIRMATION 
  

	To:	Red Hat, Inc. 

 100 East Davie Street 

Raleigh, North Carolina 27601 
  

	From:	Goldman, Sachs & Co. 

  

	Subject:	Accelerated Stock Buyback 

  

	Ref. No:	[Insert Reference No.] 

  

	Date:	[Insert Date] 

  
  

The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Goldman,
Sachs & Co. (“Dealer”) and Red Hat, Inc. (“Counterparty”) (together, the “Contracting Parties”) 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 October 2, 2014 (the “Master Confirmation”) between the Contracting Parties, 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:	    	[                ]
		
	Forward Price Adjustment Amount:	    	USD [        ]
		
	Calculation Period Start Date:	    	[                ]
		
	Scheduled Termination Date:	    	February 27, 2015
		
	First Acceleration Date:	    	[                ]
		
	Prepayment Amount:	    	USD [        ]
		
	Prepayment Date:	    	[                ]


  
 A-1 









			
	Initial Shares:	    	[                ] Shares; provided that if, in connection with the Transaction, Dealer is unable, after using good faith commercially reasonable
efforts, 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 or otherwise acquire; and provided further that if the Initial Shares are reduced as provided in the preceding proviso, then Dealer shall use good faith commercially reasonable efforts to borrow or
otherwise acquire an additional number of Shares equal to the shortfall in the Initial Shares delivered on the Initial Share Delivery Date and shall deliver such additional Shares as promptly as practicable, and all Shares so delivered shall be
considered Initial Shares.
		
	Initial Share Delivery Date:	    	[                ]
		
	Termination Price:	    	USD [        ] per Share
		
	Additional Relevant Days:	    	The [        ] Exchange Business Days immediately following the Calculation Period.

 3.     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. 
 4.     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-2 








 Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and
immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and
Counterparty with respect to the Transaction to which this Supplemental Confirmation relates, by manually signing this Supplemental Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested
herein and immediately returning an executed copy to Equity Derivatives Documentation Department, facsimile No. 212-428-1980/83. 
  

			
	Yours sincerely,
	
	GOLDMAN, SACHS & CO.
		
	By:	 	 
		 	Authorized Signatory


  

			
	 Agreed and Accepted By:
  

RED HAT, INC.

		
	By:	 	 
		 	Name:
		 	Title:


  
 A-3 








 ANNEX A 

COUNTERPARTY SETTLEMENT PROVISIONS 

1.     The following Counterparty Settlement Provisions shall apply 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 concerning 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:
	  	The Number of Shares to be Delivered multiplied by the Settlement Price
		
	 Settlement Price:
	  	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 its commercially reasonable discretion, 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 Seller the absolute value of the Forward Cash Settlement Amount on the Cash Settlement Payment Date.


  
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	 Cash Settlement Payment Date:
	  	The date one Settlement Cycle following the last day of the Settlement Valuation Period.
		
	 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 to Dealer (which value shall, in the case of Unregistered Settlement Shares, take into account a
commercially reasonable illiquidity discount; provided that Dealer (or any such affiliate) agrees to use commercially reasonable means to effect such private resale described in paragraph 4 below at commercially reasonable prices in light of the
market conditions and the circumstances of Counterparty at the time of such private resale), in each case as determined by the Calculation Agent. 

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 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 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, in form and substance 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; 

  
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 (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 similar size of equity securities (including, without limitation, the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by
them); provided that, prior to receiving or being granted access to any such information, any such potential purchaser may be required by Counterparty to enter into a customary nondisclosure agreement with Counterparty in respect of any such due
diligence investigation; 
 (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 of equity securities, 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 reasonable fees and actual, documented out-of-pocket
expenses in connection with such resale, including all reasonable fees and actual, documented out-of-pocket expenses of counsel for Dealer, and shall contain 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, is equal to
the absolute value of the Forward Cash Settlement Amount (such date, the “Final Resale Date”). If the proceeds of any sale(s) made by Dealer, the Selling Agent or any underwriter(s), net of any 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 carrying charges and expenses incurred in connection with the offer and sale of the Shares
(including, but without limitation to, the covering of any over-allotment or short position (syndicate or otherwise)) (the “Net Proceeds”) exceed the absolute value of the Forward Cash Settlement Amount, Dealer will refund, in USD,
such excess to Counterparty on the date that is three (3) Currency Business Days following the Final Resale Date, and, if any portion of the Settlement Shares remains unsold, Dealer shall return to Counterparty on that 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 (1) Currency Business Day after the Makewhole Notice Date, or (ii) deliver additional Shares. If Counterparty elects to deliver to Dealer additional Shares, then


  
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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 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. 
 7.     Notwithstanding the foregoing, in no event shall the aggregate number of Settlement Shares and
Makewhole Shares be greater than the Reserved Shares minus the amount of any Shares actually delivered by Counterparty under any other Transaction(s) under this Master Confirmation (the result of such calculation, 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 the 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, 13,281,388 Shares. The Reserved Shares may be increased or decreased in a Supplemental
Confirmation. 

  
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