EFTA01409871.pdf

13 February 2015 Deutsche Bank AG London Winchester House FACSIMILE TRANSMISSION Global Equity Derivatives 1 Great Winchester Street London EC2N 2DB Telephone: +44 207 545 8000 c/o Deutsche Bank Securities Inc 60 Wall Street New York, NY 10005 Southern Financial LLC, Virgin Islands To: Jeff Epstein Fax No: 00000 Transaction Reference Number: NY 618176 If you do not receive all the pages, please telephone immediately. Please find attached the confirmation for the above referenced transaction. Please note that this will be the only form of Confirmation despatched by us. Kindly execute and return it by facsimile immediately, marked for my attention. Please also note that the Deutsche Bank group may require you to provide a copy of your authorised signature list/ certificate of incumbency, ensuring that the signatory on the confirmation is included in that list. If you wish to exchange hard copy forms of this Confirmation or should you have any comments or queries please do not hesitate to contact me on the above telephone number. Please return the signed Confirmation to fax number: +44 113 336 2009. Regards Prabhuling Kottalagi NOTICE: This communication may contain information which is confidential and/- or legally privileged and is intended only for the addressee named above. If you are not the named addressee, the communication has been sent to you in error and you are asked not to read, use or disclose it. We should be grateful if you would contact us immediately so that we can arrange for its return. Thank you Chairman of the Supervisory Board: Dr. Paul Achleitner. Management Board: Jurgen Fitschen (Co-Chairman), Anshu Jain (CoChairman), Stefan Krause, Stephan Leithner, Stuart Lewis, Rainer Neske, Henry Ritchotte and Christian Sewing. Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin Federal Financial Supervising Authority) and regulated by the Financial Services Authority for the conduct of UK business; a member of the London Stock Exchange. Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal Republic of Germany HRB No. 30 000 District Court of Frankfurt am Main; Branch Registration in England and Wales BRO00005; Registered address: Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank Group online: http://www.deutsche-bank.com EFTA01409871 EFTA01409872 13 February 2015 Deutsche Bank AG London Winchester House 1 Great Winchester Street London EC2N 2DB Telephone: +44 207 545 8000 c/o Deutsche Bank Securities Inc 60 Wall Street New York, NY 10005 Southern Financial LLC 6100 Red Hook Quarter ST Thomas VI 00802 Internal Reference Number: NY-NY-OC-618176-1-0-0 THIS REPLACES AND SUPERSEDES ALL EARLIER DATED CONFIRMATIONS UNDER THIS TRANSACTION REFERENCE NUMBER. Our Transaction Reference Number: NY 618176 Dear Sir / 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 Definitions", and together with the 2006 Definitions, the "Definitions"), in each case as 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 will 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, and EFTA01409873 supplements, forms a part of and is subject to, the ISDA 2002 Master Agreement dated as of 28 October 2013, as amended and supplemented from time to time (the "Agreement"), between you and Deutsche Bank AG. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. The terms of the particular Transaction to which this Confirmation relates are as follows: General Terms: EFTA01409874 Transaction Type: Trade Date: Option Style: OptionType: Seller: Buyer: Shares: Number of Options: Option Entitlement: Strike Price: Premium: Premium Payment Date: Exchange(s): Related Exchange(s): Calculation Agent: Procedure for Exercise: Expiration Time: Expiration Date: Multiple Exercise: Automatic Exercise: and/or Facsimile Number and Contact Details for Purpose of Giving Notice: Valuation: Valuation Time: Valuation Date: Settlement Terms: Cash Settlement: Settlement Currency: Settlement Price: Cash Settlement Payment Date: Settlement Method Election: Electing Party: Settlement Method Election Date: Default Settlement Method: Share Adjustments: Method of Adjustment: The time at which the official closing price per Share is published and announced by the Exchange. In relation to an exercise of an Option, the Exercise Date. Applicable United States Dollar ("USD") The official closing price per Share as determined by the Exchange at the Valuation Time on the Valuation Date. Three (3) Currency Business Days after the relevant Valuation Date. Applicable Party B 26 January 2016 Cash Calculation Agent Adjustment EFTA01409875 Share Option Transaction (Cash or Physical Settlement) 27 January 2015 European Option Call Party B Party A Twitter Inc (Ticker: TWTR.N) (the "Issuer") 100,000 1 Share(s) per Option USD 38.9662 USD 728,278.28 30 January 2015 NASDAQ National Market Quotation System Chicago Board Options Exchange Party A At the close of trading on the Exchange 27 January 2016 Inapplicable Applicable To be advised EFTA01409876 Extraordinary Events: New Shares: The definition of "New Shares" in Section 12.1(i) 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 d (2) if the Exchange mentioned therein is within the European Union, 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 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: (b) Share-for-Other: (c) Share-for-Combined: Tender Offer: Consequences of Tender Offers: (a) Share-for-Share: (b) Share-for-Other: (c) Share-for-Combined: Composition of Combined Consideration: Nationalisation, listing: Delisting: Insolvency or De - Modified Calculation Agent Adjustment Modified Calculation Agent Adjustment Modified Calculation Agent Adjustment Applicable Modified Calculation Agent Adjustment Modified Calculation Agent Adjustment Modified Calculation Agent Adjustment Inapplicable Cancellation and Payment (Calculation Agent Determination) In addition to the provisions of Section 12.6(a)(iii) 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 Stock Exchange or the NASDAQ National Market System (or their respective successors); and EFTA01409877 (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. EFTA01409878 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 Positions" and the replacement of the words in the last three lines starting "or (Y) it will incur..." to "...on its tax position)" with the words "unless the illegality is due to an act or omission of the party seeking to elect termination of the Transaction" Failure to Deliver: Insolvency Filing: Hedging Disruption: Hedging Party: Increased Cost of Hedging: Hedging Party: Loss of Stock Borrow: Increased Cost of Stock Borrow: Initial Stock Loan Rate: Applicable Applicable Applicable Party A Applicable Party A Inapplicable Applicable 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: Determining Party: Party A Party A Additional Representations, Agreements and Acknowledgments: Non-Reliance: Agreement and Acknowledgments Regarding Hedging Activities: Additional Acknowledgments: Eligible Contract Participant: Applicable Applicable Applicable Each party represents to the other party that it is an "eligible contract participant" as defined in the U.S. Commodity Exchange Act (as amended) Party B Representations. Party B represents, warrants and acknowledges 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: Party B agrees to pay to Party A the sum of USD 1168986.00 as upfront EFTA01409879 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 shall 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 EFTA01409880 Payments to Party B: Standard Settlement Instructions Contact Names: Confirmations: Telephone: Fax: e-mail address: Non-Market OTC Equity Documentation Control +44 (20) 754 72007 +44 113 336 2009 [email protected] Your Documentation contact is specified on our Facsimile Transmission sheet During the following London Business Hours (09:00 to 18:00 GMT inc BST) please contact the below: Please telephone +44 (20) 754 72007 During the following London Hours (18:00 to 23.00 GMT inc BST) please contact our North America "New York" office on: Corporate Client's & Interbank Counterpartys please telephone +1 (212) 250 5977 During the following London Hours (23:00 to 09:00 GMT inc BST) please contact our Asia Pacific "Sydney" office on: Corporate Client's & Interbank Counterpartys please telephone +61 (2) 8258 4851 Payments/Fixings: Telephone: Fax: Offices: GED Settlements +1 212 250 2482 +1 212 797 9377 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 +44 113 336 2009. IF YOU WISH TO EXCHANGE HARD COPY FORMS OF THIS CONFIRMATION PLEASE CONTACT US. 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 material terms of the Transaction to which this Confirmation relates and indicates your agreement to those terms. The time 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 EFTA01409881 By: By: Name: Mark Brownson Title: Authorised Signatory DEUTSCHE BANK SECURITIES INC. Name: Jon Abela Title: Authorised Signatory By: By: Name:Larisa Besrayeva Title:Authorised Signatory Confirmed as of the date first above written: SOUTHERN FINANCIAL LLC By: Name: Title: Chairman of the Supervisory Board: Dr. Paul Achleitner. Management Board: Jurgen Fitschen (Co-Chairman), Anshu Jain (CoChairman), Stefan Krause, Stephan Leithner, Stuart Lewis, Rainer Neske, Henry Ritchotte and Christian Sewing. By: Name: Title: Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin Federal Financial Supervising Authority) and regulated by the Financial Services Authority for the conduct of UK business; a member of the London Stock Exchange. Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal Republic of Germany HRB No. 30 000 District Court of Frankfurt am Main; Branch Registration in England and Wales BR000005; Registered address: Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank Group online: http://www.deutsche-bank.com Name:Adrian De-Nicola Title:Authorised Signatory EFTA01409882