Transaction

Agent:

Trade Date:

Buyer:

Seller:

Shares:

Number of Shares:

Initial Share Purchase:

Initial Purchase Price:

Initial Purchase Settlement Date:

Initial Hedge Period:

Hedging Price:

Prepayment:

Variable Obligation:

Exchange:

Related Exchange:

Valuation:

Trading Period:

Trading Day:

Market Disruption Event:

Regulatory Disruption:

Liquidity Event:

Consequence of Disrupted Days:

Valuation Time:

Valuation Date:

Settlement Terms:

Settlement Method Election:

Electing Party:

Settlement Method Election Date:

Default Settlement Method:

Cash Settlement Terms:

Cash Settlement:

Settlement Currency:

Settlement Price:

Cap Price:

Floor Price:

10b-18 VWAP:

Adjusted 10b-18 VWAP:

Forward Cash Settlement Amount:

Cash Settlement Payment Date:

Net Share Settlement Terms:

Net Share Settlement:

Net Share Settlement By Party A:

Net Share Settlement Period:

Net Share Settlement Price:

Net Share Settlement by Party B:

Party B shall deliver an initial number of Shares on the Settlement Date as determined by the following formula (the “Net Settlement Shares”):

Where,

s = the absolute value of the Forward Cash Settlement Amount; and

p = the Net Share Settlement Price

provided, however, that if the Net Settlement Shares delivered under a Net Share Settlement election (and any Make-Whole Shares, as such term is defined below) are not Free Shares or if the parties have not entered into an Underwriting Agreement, p shall be the price determined by Party A in a commercially reasonable manner. No fractional Shares shall be delivered in connection with Net Share Settlement by Party B, and the value of any fractional Share otherwise deliverable shall be rounded up to the nearest whole share.

Party B has the right to elect that the Net Settlement Shares (and any Make-Whole Shares) shall be (i) fully registered, freely tradable and free and clear of any lien, charge, claim or other encumbrance (“Free Shares”) with such election being conditional upon the agreement between Party B and Party A of reasonable and customary underwriting terms including but not limited to indemnification and contribution and due diligence (the “Underwriting Agreement”), or (ii) unregistered Shares (“Restricted Shares”).

On the Valuation Date a balance (the “Settlement Balance”) shall be established with an initial balance equal to the absolute value of the Forward Cash Settlement Amount. Following the sale of the Net Settlement Shares by Party A, the Settlement Balance shall be reduced by an amount equal to the aggregate proceeds (net of any brokerage and underwriting commissions and fees, including any customary private placement fees in the case of Restricted Shares) received by Party A upon the sale of the Net Settlement Shares. If following the sale of some but not all of the Net Settlement Shares the Settlement Balance has been reduced to zero, no additional Net Settlement Shares shall be sold and Party A shall redeliver to Party B any remaining Net Settlement Shares. If following the sale of the Net Settlement Shares the Settlement Balance has not been reduced to zero, then Party B shall promptly deliver to Party A an additional number of Shares (the “Make-Whole Shares”) equal to (x) the Settlement Balance as of such date divided by (y) the closing price per Share on the Exchange, as determined by the Calculation Agent, on the Exchange Business Day immediately preceding the date such Shares are delivered, or, if the Make-Whole Shares are not Free Shares or if the parties have not entered into an Underwriting Agreement with respect to such Make-Whole Shares, the price determined by Party A in a commercially reasonable manner (the “Make-Whole Price”) or (ii) promptly deliver to Party A cash in an amount equal to the then remaining Settlement Balance. This provision shall be applied successively until the Settlement Balance is reduced to zero.

Adjustment Payment:

Share Adjustments:

Method of Adjustment:

Extraordinary Events:

Announcement Date:

Consequences of Merger Events:

Share-for-Share:

Share-for-Other:

Share-for-Combined:

Tender Offer:

The definition of “Tender Offer” in Section 12.1 of the Equity Definitions will be amended by replacing the phrase “greater than 10% and less than 100% of the outstanding voting shares of the Issuer” in the third and fourth line thereof with “greater than 20% and less than 100% of the outstanding Shares of the Issuer”.

The definition of “Tender Offer Date” in Section 12.1 of the Equity Definitions will be amended by replacing the words “voting shares” in the first line thereof with the word “Shares”.

Consequences of Tender Offers:

Share-for-Share:

Share-for-Other:

Share-for-Combined:

New Shares:

Modified Calculation Agent Adjustment:

Announcement Event:

Composition of Combined Consideration:

Nationalization, Insolvency or Delisting:

Delisting:

Additional Disruption Events:

Change in Law:

Insolvency Filing:

Applicable

The definition of “Insolvency Filing” in Section 12.9 of the Equity Definitions shall be amended by deleting the clause “provided that such proceedings instituted or petitions presented by creditors and not consented to by the Issuer shall not be deemed an Insolvency Filing” at the end of such definition and replacing it with the following: “; or it has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by a creditor and such proceeding is not dismissed, discharged, stayed or restrained in each case within sixty (60) days of the institution or presentation thereof.”

Section 12.9(b)(i) of the Equity Definitions is hereby amended by adding the following sentence at the end: “If neither party elects to terminate this Transaction, the Calculation Agent may adjust the terms of this Transaction upon the occurrence of such an event pursuant to Modified Calculation Agent Adjustment (as if such event were a Tender Offer).”

Hedging Disruption:

Increased Cost of Hedging:

Loss of Stock Borrow:

Applicable

Section 12.9(a)(vii) and Section 12.9(b)(iv) of the Equity Definitions are amended by deleting all references to “a rate equal to or less than the Maximum Stock Loan Rate” and replacing them with “a Stock Collateral Rate that is equal to or greater than the Minimum Stock Loan Rate.” For greater certainty, the Stock Collateral Rate will be deemed to be greater than the Minimum Stock Loan Rate if the spread below the applicable floating rate decreases; provided,

however, that Loss of Stock shall not constitute an Additional Disruption Event so long as Party B agrees to pay Party A the amount by which the Minimum Stock Loan Rate exceeds the Stock Collateral Rate.

“Stock Collateral Rate” means the rate of return on collateral posted in connection with any Shares borrowed in connection with this Transaction, net of any costs or fees (including, for greater certainty, any lender’s borrow fees).

For purposes of Section 12.9 of the Equity Definitions, all references to “Hedging Shares” shall be deemed to be references to Party A’s short position in respect of this Transaction.

Minimum Stock Loan Rate:

Increased Cost of Stock Borrow:

Applicable

Section 12.9(a)(viii) of the Equity Definitions shall be deleted in its entirety and replaced with the following:

“Increased Cost of Stock Borrow” means that the Hedging Party would earn a Stock Collateral Rate that is less than the Initial Stock Loan Rate. For greater certainty, the Stock Collateral Rate will be deemed to be less than the Initial Stock Loan Rate if the spread below the applicable floating rate increases.

Section 12.9 (b)(v) of the Equity Definitions is amended by deleting all references to “a rate equal to or less than the Initial Stock Loan Rate” and replacing them with “a Stock Collateral Rate that is equal to or greater than the Initial Stock Loan Rate”.

Initial Stock Loan Rate:

FED-FUNDS:

Hedging Party:

Determining Party:

Potential Adjustment Event:

Acknowledgments:

Non-Reliance:

Agreements and Acknowledgments Regarding Hedging

Activities:

Additional Acknowledgments:

In addition to the representations, warranties and agreements set forth in the Agreement and elsewhere in this Confirmation, Party B further represents, warrants and agrees that:

(a) (i) It is not entering into this Transaction on behalf of or for the account of any other person or entity, and will not transfer or assign its obligations under this Transaction or any portion of such obligations to any other person or entity except in compliance with applicable laws and the terms of this Transaction; (ii) it is authorized to enter into this Transaction and such action does not violate any laws of its jurisdiction of organization or residence (including, but not limited to, any applicable position or exercise limits set by any self-regulatory organization, either acting alone or in concert with others) or the terms of any agreement to which it is a party; (iii) it has consulted with its legal advisor(s) and has reached its own conclusions about this Transaction, and any legal, regulatory, tax, accounting or economic consequences arising from this Transaction; and (iv) it has concluded that this Transaction is suitable in light of its own investment objectives, financial capabilities and expertise.

(b) Neither Party A nor any of its affiliates has advised Party B with respect to any legal, regulatory, tax, accounting or economic consequences arising from this Transaction, and neither Party A nor any of its affiliates is acting as agent (other than LBI as dual agent if specified above), or advisor for Party B in connection with this Transaction.

(c) At the time of entering into this Transaction and on any day on which Party B instructs Party A to purchase Shares with respect to this Transaction, Party B is not in possession of any material non-public information concerning the business, operations or prospects of the Issuer and was not in possession of any such information at the time of placing any order with respect to this Transaction.

“Material” information for these purposes is any information to which an investor would reasonably attach importance in reaching a decision to buy, sell or hold any securities of Party B.

(d) Each of its required filings under the Securities Exchange Act of 1934, as amended, have been filed and that, as of the respective dates thereof, when taken as a whole (with the most recent reports deemed to amend inconsistent statements contained in earlier reports) there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

(e) Party B has not entered into any obligation that would contractually limit it from effecting Cash Settlement or Net Share Settlement under this Transaction and it agrees not to enter into any such obligation during the term of this Transaction.

(f) Party B agrees that any registration statement (“Registration Statement”) it files pursuant to Rule 415 under the Securities Act of 1933, as amended, for purposes of Net Share Settlement, at the time the same becomes effective, taken as a whole will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein to make the statements therein, in light of the circumstances in which they were made, not misleading. Party B represents that any prospectus delivered to Party A in connection with sales made under the Registration Statement (as such prospectus may be supplemented from time to time) taken as a whole, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(g) If Party B purchases any Shares pursuant to this Transaction, such purchase(s) will comply with (i) all laws and regulations applicable to it and (ii) all contractual obligations of Party B.

(h) It is not, and, after giving effect to this Transactions contemplated hereby will not be, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

In addition to the representations, warranties and agreements set forth in the Agreement and elsewhere in this Confirmation, each of Party A and Party B further represents and warrants (as to itself only) and agrees that:

(a) It is an “eligible contract participant” as the term is defined in Section 1a(12) of the Commodity Exchange Act, as amended.

Additional Termination Events:

Regulatory Provisions:

(a) Party B represents and warrants that it has received and read and understands the Notice of Regulatory Treatment and the OTC Option Risk Disclosure Statement.

(b) The Agent will furnish Party B upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with this Transaction evidenced hereby.

Additional Provisions:

If Party B elects for Net Share Settlement to apply, Party B may deliver Free Shares in respect of its settlement obligations only if the following conditions have been satisfied (the “Registration Provisions”):

(i) A registration statement (which may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act of 1933) covering public resale of any Shares (including any Make-Whole Shares)

delivered by Party B under a Net Share Settlement election (“Settlement Shares”) by Party A shall have been filed with, and declared effective by, the Securities and Exchange Commission (“SEC”) no later than one Scheduled Trading Day prior to the Valuation Date and such Registration Statement continues to be in effect at all times to and including the date that Party A or it’s affiliate(s) has fully and finally sold any Settlement Shares hereunder.

(ii) The representations under “Additional Representations, Warranties and Agreements of Party B” above are true and correct as of each date that Party A sells any Settlement Shares pursuant to the Registration Statement.

(iii) Party A at its own cost and expense shall have been afforded a reasonable opportunity to conduct a due diligence investigation with respect to Party B customary in scope for transactions pursuant to which Party A acts as an underwriter of equity securities.

(iv) As of the Valuation Date, an Underwriting Agreement shall have been entered into with Party A in connection with the public resale of the Settlement Shares by Party A.

Notwithstanding the foregoing, if Party B elects for Net Share Settlement to apply and Party B delivers Restricted Shares in respect of its settlement obligation, Party A shall attempt to sell the Settlement Shares, if any, pursuant to an exemption from registration under the Securities Act by soliciting bids from interested parties in a manner exempt from registration and, in such case, the Settlement Price shall be equal to the price determined by Party A in a commercially reasonable manner. Also, Party B acknowledges and agrees that if it issues Settlement Shares to Party A which are Restricted Shares, the number of Shares to be delivered could be greater than the number of Free Shares that would need to be delivered based on the valuation of such Shares.

Maximum Number of Shares:

Solvency:

Company Purchases:

Regulation M:

Party B represents that as of the Trade Date it is not engaged in a distribution, as such term is used in Regulation M under the Exchange Act (“Regulation M”).

Party B agrees that during the Trading Period or the Net Share Settlement Period, neither Party B nor any of its affiliates or agents shall make any “distribution” (as defined in Regulation M) of Shares, or any security for which Shares are a “reference security” (as defined in Regulation M) or take any action that would, in the view of Party A, preclude purchases by Party A of the Shares or cause Party A to violate any law, rule or regulation with respect to such purchases.

No Collateral:

Set-Off and Netting:

Rule 10b-18:

During the Initial Hedge Period and the Net Share Settlement Period, Party A agrees to use commercially reasonable efforts to make all purchases of Shares in a manner that would comply with the limitations set forth in clauses (b)(2), (b)(3), (b)(4) and (c) of Rule 10b-18 under the Securities Exchange Act of 1934 (“Rule 10b-18”), as if such rule was applicable to such purchases.

Party B shall, at least one day prior to the first day of the Initial Hedge Period, notify Party A in writing of the total number of Shares purchased in Rule 10b-18 purchases of blocks pursuant to the once-a-week block exception set forth in clause (b)(4) of Rule 10b-18 by Party B or any of its affiliates during each of the four calendar weeks preceding such day and during the calendar week in which such day occurs (“Rule 10b-18 purchase” and “blocks” each as defined in Rule 10b-18).

Rule 10b5-1:

Certain Payments and Deliveries:

Payments on Early Termination:

Agreement Regarding Calculations:

Transfer:

Governing Law:

Termination Currency:

Waiver of Trial By Jury:

Calculation Agent:

Binding Contract:

Yours sincerely,

Lehman Brothers OTC Derivatives Inc.

By:

/s/ Scott Willoughby

/s/ Samuel J. Simon

Name:

Title: