EX-10.1



 Exhibit 10.1 

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

Opening Transaction 
  

			
	To:	  	 MSCI Inc.
 7 World Trade Center

250 Greenwich Street, 49th Floor
 New York, New York
10007

		
	A/C:	  	046920963
		
	From:	  	Goldman, Sachs & Co.
		
	Re:	  	Accelerated Stock Buyback
		
	Ref. No:	  	As provided in the Supplemental Confirmation
		
	Date:	  	September 18, 2014

 This master confirmation (this “Master Confirmation”), dated as of September 18,
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. (“GS&Co.”) and MSCI 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
GS&Co. 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 (Multicurrency-Cross Border) (the “Agreement”) as if GS&Co. and Counterparty had executed the Agreement on the date of this Master Confirmation (but without any Schedule except for
(i) 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 and
(ii) the election that the “Cross Default” provisions of Section 5(a)(vi) shall apply to Counterparty, with a “Threshold Amount” of USD 50 million). 

The Transactions shall be the sole Transactions under the Agreement. If there exists any ISDA Master Agreement between GS&Co. and
Counterparty or any confirmation or other agreement between GS&Co. and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between GS&Co. and Counterparty, then notwithstanding anything to the contrary in such ISDA
Master Agreement, such confirmation or agreement or any other agreement to which GS&Co. 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:	  	GS&Co.
		
	        Shares:	  	Common stock, par value $0.01 per share, of Counterparty (Ticker: MSCI)
		
	        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 “MSCI.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 determined by the Calculation Agent in a commercially reasonable fashion. For purposes of calculating the VWAP Price, the Calculation Agent will
include only those trades that are 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”).


  
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	        Forward Price:	  	The average of the VWAP Prices for the Exchange Business Days in the Calculation Period, subject to “Valuation Disruption” below; provided that if the Forward Price would be greater than the Cap Price, then the
Forward Price shall equal the Cap Price.
		
	         Forward Price

        Adjustment Amount:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	        Cap Price:	  	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 GS&Co. 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 9:00 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, 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, or (ii) in the Settlement Valuation Period, the Calculation Agent may in its good faith and commercially reasonable discretion extend 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, (but not as a consequence of a regulatory disruption as described in Section
5 below) 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


  
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		  	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 deems appropriate.
		
	Settlement Terms:	  	
		
	        Settlement Procedures:	  	If the Number of Shares to be Delivered is positive, Physical Settlement shall be applicable; provided that GS&Co. 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 GS&Co. 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
		
	        Initial Share Delivery:	  	GS&Co. 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.


  
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 Share Adjustments: 
  

			
	        Potential Adjustment Event:	  	Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, (i) an Extraordinary Dividend shall not constitute a Potential Adjustment Event and (ii) a repurchase by Counterparty or any of its
subsidiaries of the Shares shall not constitute a Potential Adjustment Event to the extent that such repurchase (a) is permitted pursuant to the terms of this Master Confirmation and any Supplemental Confirmation, is effected on arms’-length
terms through a nationally recognized financial institution and is effected at then-prevailing market prices for the Shares or (b) is effected pursuant to the Concurrent OMR Repurchases (as defined below).
		
		  	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 preserve as nearly as practicable the fair value of such Transaction to GS&Co. prior to such postponement. For the avoidance of doubt, in no
event shall the aggregate number of Reserved Shares, as defined in Section 7 of Annex A, be adjusted.
		
	        Extraordinary Dividend:	  	For any calendar quarter, any dividend or distribution on the Shares with an ex-dividend date occurring during such calendar quarter (other than any dividend or distribution of the type described in Section 11.2(e)(i), Section
11.2(e)(ii)(A) or Section 11.2(e)(ii)(B) of the Equity Definitions) (a “Dividend”) the amount or value of which (as determined by the Calculation Agent), when aggregated with the amount or value (as determined by the Calculation
Agent) of any and all previous Dividends with ex-dividend dates occurring in the same calendar quarter, is less than or greater than the Ordinary Dividend Amount. 
		
	        Ordinary Dividend Amount:	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	         Early Ordinary Dividend

        Payment:
	  	If an ex-dividend date for any Dividend that is not an Extraordinary Dividend occurs during any calendar quarter occurring (in whole or in part) during the Relevant Period (as defined below) and is prior to or after the Scheduled
Ex-Dividend Date for such calendar quarter, the Calculation Agent shall make such adjustment to the exercise, settlement, payment or any other terms of the relevant Transaction as the Calculation Agent determines appropriate to account for the
economic effect on the Transaction of such event. For the avoidance of doubt, in no event shall the aggregate number of Reserved Shares, as defined in Section 7 of Annex A, be adjusted.
		
	         Scheduled Ex-Dividend

        Dates:
	  	For each Transaction for each calendar quarter, as set forth in the related Supplemental Confirmation.
		
	         Method of Adjustment:
	  	Calculation Agent Adjustment

 Extraordinary Events: 
  

			
	         Consequences of

        Merger Events:
	  	
		
	                (a) Share-for-Share:	  	        Modified Calculation Agent Adjustment


  
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	                (b) Share-for-Other:	  	        Cancellation and Payment
		
	                (c) Share-for-Combined:	  	        Component Adjustment

  

			
	        Tender Offer:	  	Applicable; provided that (i) 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)”, (ii) 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” and (iii) Section
12.1(d) of the Equity Definitions shall be amended by replacing “10%” with “20%” in the third line thereof.


			
	Consequences of	  	
	Tender Offers:	  	
		
	                (a) Share-for-Share:	  	 Modified Calculation Agent Adjustment or Cancellation and Payment, at the election of GS&Co.

		
	                (b) Share-for-Other:	  	 Modified Calculation Agent Adjustment or Cancellation and Payment, at the election of GS&Co.

		
	                (c) Share-for-Combined:	  	 Modified Calculation Agent Adjustment or Cancellation and Payment, at the election of GS&Co.

		
	        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 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) by replacing the word “Shares” where it appears in clause (X) thereof with the words
“Hedge Position” and (iii) 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



  
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		  	 “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 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

		
	 (f)     Loss of Stock Borrow:
	  	 Applicable

		
	          Maximum Stock Loan Rate:
	  	 200 basis points per annum

		
	 (g)    Increased Cost of Stock Borrow:
	  	 Applicable

		
	          Initial Stock Loan Rate:
	  	 25 basis points per annum

		
	          Hedging Party:
	  	 For all applicable Extraordinary Events, GS&Co; provided that when making any determination or calculation as “Hedging Party”
required by Section 12.9(b) of the Equity Definitions, GS&Co shall act in good faith and in a commercially reasonable manner.

		
	          Determining Party:
	  	 For all applicable Extraordinary Events, GS&Co; provided that when making any determination or calculation as “Determining Party”
required by Section 12.9(b) of the Equity Definitions, GS&Co shall act in good faith and in a commercially reasonable manner.



			
		
	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. Notwithstanding anything to the contrary in this Confirmation, the Agreement or the Definitions, under no circumstances will any GS&Co Payment Amount or
Early Settlement Payment payable in connection with any early termination or cancellation of any Transaction include the economic effects of any Dividends (Extraordinary or otherwise) declared or paid by Issuer.


  
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	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.
		
	Non-Reliance/Agreements and	  	Applicable
	Acknowledgements Regarding	  	
	Hedging Activities/Additional	  	
	Acknowledgements:	  	
		
	Transfer:	  	Notwithstanding anything to the contrary in the Agreement, GS&Co. may assign, transfer and set over all rights, title and interest, powers, privileges and remedies of GS&Co. under any Transaction, in whole or in part, to
an affiliate of GS&Co. whose obligations are guaranteed by The Goldman Sachs Group, Inc. without the consent of Counterparty; provided that GS&Co may not assign its rights and obligations hereunder and under the Agreement if at the
time of such assignment such assignment would result in (i) Counterparty being required to pay the assignee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which
Counterparty would have been required to pay to GS&Co in the absence of such assignment or (ii) Counterparty receiving a payment from which an amount has been withheld or deducted, on account of a Tax under Section 2(d)(i) of the Agreement
in excess of that which would have been required to be withheld or deducted in the absence of such assignment, unless the assignee would be required to make additional payments pursuant to Section 2(d)(i)(4) of the Agreement corresponding to such
withholding or deduction.
		
	Withholding Tax with Respect to
Non-U.S. Counterparties:	  	“Indemnifiable Tax” as defined in Section 14 of the Agreement shall not include (i) any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the Internal Revenue Code of 1986, as
amended (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted
pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”) or (ii) any U.S. federal withholding tax imposed on amounts treated as dividends
from sources within the United States under Section 871(m) of the Code (or any Treasury regulations or other guidance issued thereunder). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required
by applicable law for the purposes of Section 2(d) of the Agreement.
		
	GS&Co. Payment Instructions:	  	Chase Manhattan Bank New York
		  	For A/C Goldman, Sachs & Co.
		  	A/C
		  	ABA
		
	Counterparty’s Contact Detailsfor Purpose of Giving Notice:	  	 MSCI Inc.
 7 World Trade Center

		  	250 Greenwich Street, 47th Floor


  
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		  	New York, New York 10007
		  	Attention:
		  	Telephone:
		  	Facsimile:
		  	Email:
		
		  	With a copy to:
		
		  	Attention:
		  	Telephone:
		  	Facsimile:
		  	Email:
		
	GS&Co.’s Contact Details for	  	Goldman, Sachs & Co.
	Purpose of Giving Notice:	  	200 West Street
		  	New York, NY 10282-2198
		  	Attention:
		  	Telephone:
		  	Facsimile:
		  	Email:
		
		  	With a copy to:
		
		  	Attention:
		  	Telephone:
		  	Facsimile:
		  	Email:
		
		  	And email notification to the following address:
		
		  	 Calculation Agent. GS&Co; provided that following any determination or calculation hereunder, upon a written
request by Buyer, the Calculation Agent will promptly provide to Buyer, by email to the email address provided by Buyer in such written request, a report (in a commonly used file format for the storage and manipulation of financial data) displaying,
in reasonable detail, the basis for such determination or calculation, it being understood that the Calculation Agent shall not be obligated to disclose any proprietary models or other confidential or proprietary information used by it for such
determination or calculation.


 2. 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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 3. Additional Representations, Warranties and Covenants of Counterparty. In addition to the
representations, warranties and covenants in the Agreement, Counterparty represents, warrants and covenants to GS&Co. 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 GS&Co. 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
GS&Co. 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 GS&Co. 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. 

  
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 (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. 
 (j) [Reserved.]

 (k) Counterparty has not and will not enter into agreements 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. In the event that the initial hedge period, relevant period, calculation
period or settlement valuation period in any other similar transaction 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. 

4. Regulatory Disruption. In the event that GS&Co. concludes, in its sole and reasonable discretion, that it is appropriate with respect to any
legal, regulatory or self-regulatory requirements or related policies and procedures (so long as such requirements, policies and procedures are generally applicable to transactions similar to the relevant Transactions and whether or not such
requirements, policies or procedures are imposed by law or have been voluntarily adopted by GS&Co.), 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, GS&Co. 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. 

5. 10b5-1 Plan. Counterparty represents, warrants and covenants to GS&Co. 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 GS&Co.’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, GS&Co.’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. 
 6. 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 GS&Co. (which consent shall be deemed to be
given in the case of the Concurrent OMR Repurchases, as defined below), directly or indirectly purchase any Shares (including by means of a derivative instrument), listed contracts on the Shares or securities that


  
 11 








 
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 GS&Co (other than (w) purchases of Shares that do not constitute “Rule 10b-18 purchases” under subparagraphs (ii) or (iii) of Rule 10b-18(a)(13) and that are not
reasonably expected to result in purchases of Shares in the market, (x) withholding of Shares from holders of employee stock options to cover amounts payable (including tax liabilities and/or payment of exercise price) in respect of the
exercise of such employee stock options, (y) purchases of Shares from employees to satisfy obligations under employee compensation agreements with such employees and (z) privately negotiated off-exchange repurchases of Shares that are not
reasonably expected to result in purchases of Shares in the market). “Concurrent OMR Repurchases” means one or more Share repurchase transactions entered into between GS&Co. and Counterparty on terms acceptable to GS&Co. to
the extent that, on any day during the Relevant Period or, if applicable, Settlement Valuation Period (A) the aggregate number of Shares repurchased under such transactions on such day, does not exceed 4% of the “ADTV” for the Shares
(as defined in Rule 10b-18) and (B) Counterparty will not be permitted to effect any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18) except to the extent GS&Co. agrees in its sole discretion. 

7. 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
GS&Co. 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 GS&Co. 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 GS&Co. 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 GS&Co. that such information is true and correct. In addition, Counterparty shall
promptly notify GS&Co. 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 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) GS&Co. in its sole and commercially
reasonable discretion may (i) (A) make adjustments to the terms of any Transaction, including, without limitation, the Scheduled Termination Date or the Forward Price Adjustment Amount solely to account for (x) the economic effect of
the Public Announcement, and/or (y) the effect of the Public Announcement on GS&Co.’s market activity in connection with the Transactions, as a consequence of any legal, regulatory or self-regulatory requirements or related policies
and procedures (so long as such requirements, policies and procedures are generally applicable to transactions similar to the relevant Transactions and whether or not such requirements, policies or procedures are imposed by law or have been
voluntarily adopted by GS&Co.) and/or (B) suspend the Calculation Period and/or any Settlement Valuation Period 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. For the avoidance of doubt, in no event shall the aggregate number of Reserved Shares, as defined in Section 7 of Annex A, be adjusted. 

  
 12 








 “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. 
 8. 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 commercially reasonable adjustments to the
exercise, settlement, payment or any other terms of such Transaction 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 Transaction Announcement (including adjustments to account for changes in volatility, expected dividends, stock loan rate, the value of maintaining or establishing any commercially reasonable Hedge Positions in connection with
the Transaction and liquidity relevant to the Shares or to such Transaction). For the avoidance of doubt, in no event shall the aggregate number of Reserved Shares, as defined in Section 7 of Annex A, be adjusted. 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. 

(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 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 Counterparty 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). 
 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) a party’s right to liquidate, terminate or accelerate any Transaction 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 

  
 13 








 (iii) 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, GS&Co. 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) GS&Co. 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) GS&Co. 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 GS&Co. 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 GS&Co. an option; GS&Co. 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 GS&Co. or its associated persons, unless it has otherwise notified GS&Co. in writing; and 

(iii) will notify GS&Co. if any of the statements contained in clause (i) or (ii) of this Section 10(c)
ceases to be true. 
 9. 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. 
 10. Set-off. Each party waives any and all rights it
may have to set off obligations arising under the Agreement and any Transaction against other obligations between the parties, whether arising under any other agreement, applicable law or otherwise. 

11. Delivery of Shares. Notwithstanding anything to the contrary herein, GS&Co. 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. 

12. 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 

  
 14 








 
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 or GS&Co. shall 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 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 GS&Co., the prices at which GS&Co. purchases Shares or Alternative Delivery Property to fulfill its delivery obligations under this Section 13) unless, by
prior written notice to GS&Co, Counterparty elects to settle such payment obligation by making or receiving a cash payment; 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 all 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 to settle such payment
obligation in cash only if Counterparty represents and warrants to GS&Co. in writing on the date it notifies GS&Co. 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. Unless Counterparty has given notice to GS&Co of its election to settle the payment obligation described
in this Section 13 in cash, 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. 
 13. Calculations and Payment Date upon Early
Termination. The parties acknowledge and agree that in calculating Loss pursuant to Section 6 of the Agreement GS&Co. 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 13, such Shares or Alternative Delivery Property shall be delivered on a date selected by GS&Co. as promptly as practicable. 
 14.
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 GS&Co. or Counterparty if the price of the Shares on the Exchange at any
time falls below such Termination Price, and the Exchange Business Day that the price of the Shares on the Exchange at any time falls below the Termination Price will be the “Early Termination Date” for purposes of the Agreement. 

15. 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). 
 16.
Claim in Bankruptcy. GS&Co. 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. 

  
 15 








 17. 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). 
 18. 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. 

19. Offices. 
 (a) The Office of
GS&Co. for each Transaction is: 200 West Street, New York, New York 10282-2198. 
 (b) The Office of Counterparty for each Transaction
is: 7 World Trade Center, 250 Greenwich Street, 49th Floor, New York, New York 10007. 
 20. Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY
WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING
TO THE TRANSACTION OR THE ACTIONS OF COUNTERPARTY OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF. 
 21. Jurisdiction.
THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS ARISING IN CONNECTION WITH THE AGREEMENT,
THIS MASTER CONFIRMATION AND EACH SUPPLEMENTAL CONFIRMATION AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS. 

22. 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. 

  
 16 








 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 GS&Co.) correctly sets forth the terms of the agreement between GS&Co. 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. 
  

			
	 Yours faithfully,
  

GOLDMAN, SACHS & CO.

		
	By:	 	/s/ Daniela A. Rouse
		 	Name: Daniela A. Rouse
		 	Title: Vice President


 Agreed and Accepted By: 
  

			
	MSCI INC.
		
	By:	 	/s/ Robert Qutub
		 	 Name: Robert Qutub
 Title: Chief Financial
Officer



  








 SCHEDULE A 

SUPPLEMENTAL CONFIRMATION 
  

			
	 To:
	  	 MSCI Inc.
 7 World Trade Center

250 Greenwich Street, 49th Floor
 New York, New York
10007

		
	 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. (“GS&Co.”) and MSCI Inc. (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Supplemental
Confirmation is a binding contract between GS&Co. 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 September 18, 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:
	  	[             ]
		
	 First Acceleration Date:
	  	[             ]
		
	 Cap Price:
	  	USD [            ]
		
	 Prepayment Amount:
	  	USD [            ]
		
	 Prepayment Date:
	  	[            ]1

  

	1 	Note that settlement should occur at T+1 from the Trade Date. 


  
 A-1 









			
	 Initial Shares:
	  	[                     ] Shares; provided that if, in connection with the Transaction, GS&Co. 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
GS&Co. is able to so borrow or otherwise acquire.
		
	 Initial Share Delivery Date:
	  	[             ]
		
	 Ordinary Dividend Amount:
	  	For any calendar quarter, USD [             ]
		
	 Scheduled Ex-Dividend Dates:
	  	[             ]
		
	 Termination Price:
	  	USD [             ] per Share
		
	 Additional Relevant Days:
	  	The [             ] Exchange Business Days immediately following the Calculation Period.

 3. Counterparty represents and warrants to GS&Co. 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 GS&Co.) correctly sets forth the terms of the agreement between
GS&Co. 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. 
  

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


  

			
	Agreed and Accepted By:
	
	MSCI 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 GS&Co in writing on the date it notifies GS&Co 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:
	  	Net Share 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 GS&Co. using 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.


  
 1 









			
	 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 GS&Co. (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. 
 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 GS&Co.
(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 GS&Co., in
such quantities as GS&Co. 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 GS&Co.; 

(c) as of or prior to the date of delivery, GS&Co. 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 GS&Co., in its discretion; and 

(d) as of the date of delivery, an agreement (the “Underwriting Agreement”) shall have been entered into with GS&Co. in
connection with the public resale of the Registered Settlement Shares by GS&Co. substantially similar to underwriting agreements customary for underwritten offerings of equity securities of similar size, in form and substance satisfactory to
GS&Co., 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, GS&Co. 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 GS&Co. (or any affiliate of GS&Co. designated by GS&Co.) 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, GS&Co. and any potential purchaser of any such shares from GS&Co. (or any affiliate of GS&Co. designated by GS&Co.) identified by GS&Co. 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); provided that Counterparty shall not be required to disclose 

  
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material non-public information in connection with such due diligence investigation if such disclosure is prohibited by legal or contractual restrictions applicable to Counterparty; provided
further that Counterparty shall use its commercially reasonable efforts not to agree to such restrictions during the term of this Transaction; 

(c) as of the date of delivery, Counterparty shall enter into an agreement (a “Private Placement Agreement”) with GS&Co.
(or any affiliate of GS&Co. designated by GS&Co.) in connection with the private placement of such shares by Counterparty to GS&Co. (or any such affiliate) and the private resale of such shares by GS&Co. (or any such affiliate),
substantially similar to private placement purchase agreements customary for private placements of equity securities of similar size, in form and substance commercially reasonably satisfactory to GS&Co., subject to the proviso in clause
(b) above, 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, GS&Co. 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 fees and expenses in connection with such resale, including all fees and expenses of counsel for GS&Co., 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 GS&Co. (or any such affiliate) and the private resale of
such shares by GS&Co. (or any such affiliate), Counterparty shall, if so requested by GS&Co., prepare, in cooperation with GS&Co., a private placement memorandum in form and substance reasonably satisfactory to GS&Co. 

5. GS&Co., 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 GS&Co.
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 GS&Co., 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 GS&Co., 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, GS&Co. 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, GS&Co. 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 GS&Co., 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 GS&Co. 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 GS&Co. 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 GS&Co. further Makewhole Shares until such Shortfall has been reduced to zero. 

  
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 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, 12,961,763 Shares. The Reserved Shares may be increased or
decreased in a Supplemental Confirmation as mutually agreed upon by the parties. Counterparty will not effect any Share split, Share distribution or similar change to Counterparty’s capitalization unless (i) Counterparty has provided a
written acknowledgment and agreement to GS&Co. that the Calculation Agent will be permitted to make a corresponding increase in the Reserved Shares as appropriate to take into account the relevant transaction or event notwithstanding any
provision to the contrary in this Master Confirmation or any Supplemental Confirmation and (ii) Counterparty has taken all necessary corporate action to permit the Reserved Shares to be increased in such manner. 

  
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 SUPPLEMENTAL CONFIRMATION 

 

			
	 To:
	  	 MSCI Inc.
 7 World Trade Center

250 Greenwich Street, 49th Floor
 New York, New York
10007

		
	 From:
	  	Goldman, Sachs & Co.
		
	 Subject:
	  	Accelerated Stock Buyback
		
	 Ref. No:
	  	
		
	 Date:
	  	September 18, 2014

 The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction
entered into between Goldman, Sachs & Co. (“GS&Co.”) and MSCI Inc. (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Supplemental
Confirmation is a binding contract between GS&Co. 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 September 18, 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:
	  	September 18, 2014
		
	 Forward Price Adjustment Amount:
	  	USD 0.30
		
	 Calculation Period Start Date:
	  	September 18, 2014
		
	 Scheduled Termination Date:
	  	May 18, 2015
		
	 First Acceleration Date:
	  	March 2, 2015
		
	 Cap Price:
	  	USD 66.12
		
	 Prepayment Amount:
	  	USD 300,000,000
		
	 Prepayment Date:
	  	September 19, 2014
		
	 Initial Shares:
	  	4,536,617 Shares; provided that if, in connection with the Transaction, GS&Co. 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 GS&Co. is able to so borrow or otherwise acquire.
		
	 Initial Share Delivery Date:
	  	September 19, 2014
		
	 Ordinary Dividend Amount:
	  	For any calendar quarter, USD 0.18


  
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	 Scheduled Ex-Dividend Dates:
	  	October 10, 2014; February 18, 2015; May 13, 2015
		
	 Termination Price:
	  	USD 17.50 per Share
		
	 Additional Relevant Days:
	  	The 5 Exchange Business Days immediately following the Calculation Period.

 3. Counterparty represents and warrants to GS&Co. 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. 

  
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 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 GS&Co.) correctly sets forth the terms of the agreement between
GS&Co. 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. 
  

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


  

			
	Agreed and Accepted By:
	
	MSCI INC.
		
	By:	 	/s/ Robert Qutub
		 	Name: Robert Qutub
		 	Title: Chief Financial Officer


  
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