EFTA01104081.pdf

Deutsche Bank 13 February 2015 Deutsche Sank AG London Winchester House I Greet Winchester Street Telephone:jai. do Deutsche Bank Securities Inc 60 Wel Street New York, NY 10005 Southern Financial LLC 6100 Red Hook Quarter ST Thomas VI 00802 interne. Reference Nu-ibst: NY.NY.0C-616176.14.1-C THIS REPLACES AND SUPERSEDES ALL EARLIER DATED CONFIRMATIONS UNDER THIS TRANSACTION REFERENCE NUMBER. Our Transaction Reference Number: NY 618176 Dear Slr I Madam, The purpose of this facsimile agreement (this "Confirmation') is to confirm the terms and conditions of the Transaction entered into between Deutsche Bank AG acting through its London branch ("Party A") and Southern Financial LLC ("Party B") on the Trade Date specified below (the"Transaction") DEUTSCHE BANK AG IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DEUTSCHE BANK SECURITIES INC. ("DBSI") HAS ACTED SOLELY AS AGENT IN CONNECTION WITH THIS TRANSACTION AND HAS NO OBLIGATION, BY WAY OF ISSUANCE, ENDORSEMENT, GUARANTEE OR OTHERWISE WITH RESPECT TO THE PERFORMANCE OF EITHER PARTY UNDER THE TRANSACTION. AS SUCH, ALL DELIVERY OF FUNDS, ASSETS, NOTICES, DEMANDS AND COMMUNICATIONS OF ANY KIND RELATING TO THIS TRANSACTION BETWEEN PARTY A AND PARTY B SHALL BE TRANSMITTED THROUGH DBSI. DEUTSCHE BANK AG ACTING THROUGH ITS LONDON BRANCH IS NOT A MEMBER OF THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC). The definitions and provisions contained in the 2006 ISDA Definitions (the "2006 Definitions") and In the 2002 ISDA Equity Derivatives Definitions (the "Equity Detinfilons-, and together with the 2006 DefiniUorts, the 'Definitions"), in each case es published by the International Swaps and Derivatives Association, Inc. are incorporated into this Confirmation. In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern. In the event of any Inconsistency between the Definitions and this Confirmation, this Confirmation wil govern. References herein to a "Transaction" shall be deemed to be references to a "Swap Transaction" for the purposes of the 2006 Definitions. This Confirmation constitutes a "Confirmation" as referred to In, end supplements, forms a part of and is subject to, the ISDA 2002 Master Agreement dated as of 28 October 2013, as amended end supplemented from time to time (the "Agreement"), between you and Deutsche Bank AG. AN provisions contained in the Agreement govern this Conlin-nation except as expressly modified below. The terms of the particular Transaction to which this Confirmatkm relates are as follows: General Terms: EFTA01104081  Transaction Type: Share Option Transaction (Cash or Physical Settlement) Trade Date: 27 January 2015 Option Style: European Option OptionType: Call Seller: Party B Buyer: Party A Shares: Twitter Inc (Ticker: TWTR.N) (the "Issuer') Number of Options: / 100,000 Option Entitlement: 1 Shere(s) per Option Straw Price: AlSD 38.9682 Premium: ✓ USD 728,278.28 Premium Payment Date: 30 January 2015 Exchange(s): NASDAQ National Market Quotation System Related Exchange(s): Chicago Board Options Exchange Calculation Agent: Party A Procedure for Exercise: Expiration Time: At the close of trading on the Exchange Expiration Date: ,/ 27 January 2016 Multiple Exercise: Inapplicable Automatic Exercise: Applicable Sellers Telephone Number and Telex To be advised and/or Facsimile Number and Contact Deltas for Purpose of Giving Notice: Valuation: Valuation Time: The time at which the official closing price per Share is published and announced by the Exchange. Valuation Date: In relation to an exercise of an Option, the Exercise Dale. Settlement Terms: Cash Settlement: Applicable Settlement Currency: United States Dollar ('USD") Settlement Price: The official closing price per Share as determined by the Exchange at the Valuation Time on the Valuation Date. Cash Settlement Payment Date: Three (3) Currency Business Days after the relevant Valuation Date. Settlement Method Election: Applicable Electing Party: Party B Settlement Method Election Date: 26 January 2010 Default Settlement Method: Cash Share Adjustments: Method of Adjustment: Calculation Agent Adjustment EFTA01104082 Extraordinary Events: New Shares: The definition of "New Shares" In Section 12.1(1) of the Equity Definitions shall apply provided however that:- (1) if the Exchange mentioned therein is within the United States, the definition of "New Shares" in Section 12.1(i) shall be amended by deleting subsection (I) in Its entirety and replacing It with the following: "(i) publicly quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market System (or their respectNe successors)"; and (2) If the Exchange mentioned therein is within the European Union, the definition of "New Shares" in Section 12.1(1) shall be amended by deleting subsection (I) In its entirety and replacing it with the followingli) publicly quoted, boded or listed on any of the exchanges or quotation systems located in United Kingdom, France, Germany, Italy, the Netherlands, Spain. Denmark, Finland, Sweden, Luxembourg, Austria, Ireland, Belgium, Portugal, Norway or Switzerland". Consequences of Merger Events: (a) Share-for-Share: Modified Calculation Agent Adjustment (b) Share-for-Other. Modified Calculation Agent Adjustment (c) Share-for-Combined: Modified Calculation Agent Adjustment Tender Offer: Applicable Consequences of Tender Offers: (a) Share-for-Share: Modified Calculation Agent Adjustment (b) Share-for-Other: Modified Calculation Agent Adjustment (c) Share-for-Combined: Modified Calculation Agent Adjustment Composition of Combined Inapplicable Consideration: Nationalisation, Insolvency or De - Cancellation and Payment (Calculation Agent Determination) listing: Delisting: In addition to the provisions of Section 12.6(8)011) of the Equity Definitions and for the avoidance of doubt, It will constitute a De-listing if (1) the Exchange Is located In the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stodc Exchange or the NASDAQ National Market System (or their respective successors); and (2) the Exchange is located within the European Union, and the Shares are not immediately re-listed, re-traded or re-quoted on any of the exchanges or quotation systems in Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg. the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland or the United Kingdom. EFTA01104083 Additional Disruption Events: Change in Law: Applicable, except that Section 12.9(a)(II) Is amended by the replacement of the word "Shares" with "Hedge Pos tions" and the replacement of the words In the last three tines starting or (Y) it will incur...* to "...on its tax position)" with the words "unless the Illegality Is due to en act or omission of the party seeking to elect termination of the Transaction" Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable Hedging Party: Party A Increased Cost of Hedging: Applicable Hedging Party: Party A Loss of Stock Borrow: Inapplicable Increased Cost of Stock Borrow. Applicable Initial Stock Loan Rate: Means as determined by the Calculation Agent and refers to the basis point fee used by stock lenders for the specific Shares underlying the Transaction and does not Include the prevailing interest rate. Hedging Party: Party A Determining Party: Party A Additional Representations, Agreements and Acknowledgments: Non-Reliance: Applicable Agreement and Acknowledgments Applicable Regarding Hedging Activities: Additional Acknowledgments: Applicable Eligible Contract Participant: Each party represents to the other party that it is en "eligible contract participant" as defined In the U.S. Commodity Exchange Act (as amended) Party B Representations. Party B represents, warrants and acknowiedges that: Securities Act. It Is a "qualified institutional buyer as defined in Rule 144A under the U.S. Securities Act of 1933. as amended (the "Securities Act") Credit Support Provision: Patty B agrees to pay to Party A the sum of USD 1168988.00 as upfront collateral for entering into this Transaction. For the avoidance of doubt, If the parties to the Transaction have executed an ISDA Credit Support Annex then such amount shall be deemed an Independent Amount" In relation to such Transaction and shell be applied to Party B only. Party B Representations. Party B represents, warrants and acknowledges that The execution, delivery and performance of this Confirmation and the Transactions contemplated hereunder will not violate any applicable law or regulation, including, without limitation, any short-selling restrictions and reporting obligations as may be imposed In any relevant Jurisdiction from time to time, and that Counterparty is not engaging in the Transactions contemplated hereunder with the intent to impermissibly avoid any such restrictions, reporting or disclosure obligations or any applicable regulatory filings. Account Details: Payments to Party A. Standard Settlement Instructions EFTA01104084  Payments to Party B: Standard Settlement Instructions Contact Names: Confirmations: Non-Market OTC Equity Documentation Control Telephone: Fax: e-mall address: Your Documentation contact is specified on our FacsImie Transmission sheet During the following London Business Hours (09:00 to 18:00 GMT inc BST) pis Please telephone During the following London Hours (18:00 to 23.00 GMT inc BST) please contact our North America "New York" office on: Interbank CouMerpartys please telephone '& During the folloMng London Hours (23:00 to 09:00 GMT Inc BST) please contact our Asia Pacific "Sydney* office on: & interbank Counterpartys please telephone 1 Payments/Fixings: Telephone: Fax: Offices: The Office of Party A for the Transaction is London. THIS MESSAGE WILL BE THE ONLY FORM OF CONFIRMATION DISPATCHED BY US. PLEASE EXECUTE AND RETURN IT BY FACSIMILE PROMPTLY TO FAX NUMBER . IF YOU WISH TO EXCHANGE HARD COPY FORMS OF THIS CONFIRMATION PLEASE Please confirm that the foregoing correctly sets forth the terms of our agreement by sending to us a letter or telex substantially similar to this facsimile, which letter or telex sets forth the materiel terms of the Transaction to which this Confirmation relates and indicates your agreement to those terms. The tine of execution of this Transaction will be made available by Party A upon written request. Yours faithfully, for and on behalf of Deutsche Bank AG, London Branch EFTA01104085 er CO c...n, Pk..._ By: Name: Merk Brownson Name: Jon Abele Tibo: Authorksed Signatory Authorlsed Signatory DEUTSCHE BANK SECURITIES INC. laden Giannirova Adder Chi-Nleolie Authorised Signeren, Ainhodeed Signatory Dei/taan Bank Sorottlitios Ina. DoUtech• Bink SwuNllee Ine. By: By: Name:Larlse Besrayeve Name:Addan De-Nicola Tine:Authorised Signatory TdIe:Authorlsed Signatory Confirmed as of the date first above wrlgen: SOUTHERN FINAHSJAL- CL, By: y me: Jay Ne APSfi(4 Name: Tine: Tgle: Ckairman plee Superkkyy Mrt d. Paul Athakkat. Condors Bank AG b oulsonsord kolde Bonnen OrtUnp Lor (comprone Minegeneent Boert apen Fitsas (Co.Chatman),~su Jat <Co- auttorks Bonn— ~raf Pion* Supermang NEEM and ~OS by eo trek-man,. Stoten Krouso. Store, Laan« taan Lort ~or Non& Rnenda &vrom Naars for iM cendxl of UK trainsrk • minne of lbo Sago RitchODA and ~lam Stans. tan' Stock Eschenpo. DevIscne Br* AG h e Kat stock cornounkn vak abel tability ncorporstalIn he Name Reoublie or Gonrany WO No. J0 CO) PAM Coun ofMolm a ms" Brench REktkalon kl Engund end Yam 9'1000003; Rogistarl Sart WencIrrn HOuse. I Goal~Or* Sla London EC 2N /OB Gouache Bart Groos«fl hipShoverdoulano-lank.own EFTA01104086