UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

AERCAP HOLDINGS N.V.

(Name of Issuer)

Ordinary Shares, EUR 0.01 Nominal Value

(Title of Class of Securities)

N00985106

(CUSIP Number)

Hani Ramadan

Waha AC Coöperatief U.A.

Teleportboulevard 140

1043 EJ Amsterdam

The Netherlands

+971 2 667 7343

Safwan Said

Waha Capital PJSC

Level 43, Tower 3,

Etihad Towers, P.O. Box 28922,

Abu Dhabi, United Arab Emirates

+971 2 403 9311

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of filing persons)

September 2, 2014

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

INTRODUCTORY STATEMENT

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the statement on Schedule 13D filed by Waha AC Coöperatief U.A. (the “Stockholder”) and Waha Capital PJSC (together with the Stockholder, the “Reporting Persons”) on November 22, 2010 (the “Original Schedule 13D”), as amended by Amendment No. 1 thereto, filed on December 16, 2013 (“Amendment No. 1”) and Amendment No. 2 thereto, filed on June 16, 2014 (“Amendment No. 2”) (the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2 and this Amendment No. 3, is collectively referred to herein as the “Schedule 13D”) relating to the ordinary shares, nominal value EUR0.01 per share (the “Ordinary Shares”) of AerCap Holdings N.V., a Netherlands public limited liability company (the “Issuer”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 5 of the Schedule 13D is hereby amended and supplemented by replacing the final paragraph thereof with the following information:

On September 2, 2014, the Stockholder entered into funded collar confirmations (the “Funded Collar Confirmations”) with each of Deutsche Bank AG, London Branch (“DB”), Nomura International plc (“Nomura”) and Citibank N.A., London Branch (“Citi”, and together with DB and Nomura, the “Funded Collar Counterparties”) that relate in the aggregate to 14,923,306 Ordinary Shares (the “Collared Shares”).

Pursuant to the Funded Collar Confirmations, the Stockholder is purchasing put options relating to Collared Shares from each Funded Collar Counterparty with the initial strike price equal to $42.39 and selling call options relating to the Collared Shares to each Funded Collar Counterparty with the initial strike price equal to $61.23. Under each Funded Collar Confirmation, the Stockholder expects to receive on September 8, 2014 from the Funded Collar Counterparties cash in the amount equal to the present value of the put strike price of the put options on all the Collared Shares, discounted from the expected expiration of those options in approximately three years, less the net premium payable by the Stockholder for those options.

To secure the Stockholder’s obligations under each Funded Collar Confirmation, the Stockholder has entered into the funded collar security agreements (each a “Funded Collar Security Agreement”) with each Funded Collar Counterparty under which the Stockholder has pledged to such Funded Collar Counterparty the Collared Shares and granted to such Funded Collar Counterparty a rehypothecation right permitting it to borrow, sell and transfer the pledged Collared Shares (subject to the Stockholder’s ability to irrevocably recall such rehypothecation right, in which case such Funded Collar Counterparty will be obligated to return securities equivalent to the rehypothecated Collared Shares to the Stockholder, subject to the pledge in favor of such Funded Collar Counterparty). The Funded Collar Counterparties have exercised their respective rehypothecation rights with respect to the Collared Shares pledged to them in full by borrowing and selling in aggregate 10,180,679 Collared Shares in an underwritten offering through Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as underwriters, and advising the Stockholder that they intend to borrow and sell (either themselves or through their affiliates or agents, which may include one or more of the underwriters or their affiliates) the remaining 4,742,627 Collared Shares from time to time in transactions, including block sales, in the over-the-counter market, on the exchange, in negotiated transactions or otherwise, and that they expect to purchase (either themselves or through their affiliates or agents, which may include one or more of the underwriters or their affiliates) an equal number of Ordinary Shares in the open market over the same period of time. The offering of the Collared Shares has been conducted pursuant to an effective registration statement filed by the Issuer in accordance with the Registration Agreement (the “Registration Agreement”) dated as of September 2, 2014, among the Issuer, the Stockholder, the Funded Collar Counterparties and the underwriters, to be filed by the issuer as an exhibit to its Report on Form 6-K to be filed on or around September 8, 2014. Under the terms of the Registration Agreement, the Stockholder agreed not to sell or otherwise transfer any Ordinary Shares (other than the Collared Shares) for 60 days following September 2, 2014, without the prior written consent of the underwriters.

At the expiration of the options granted under each Funded Collar Confirmation, the Stockholder will net its delivery obligations under the respective Funded Collar Confirmation against the return obligation of the Funded Collar Counterparties with respect to the rehypothecated Collared Shares, unless the Stockholder has previously recalled such rehypothecation right or the Stockholder elects to cash settle the Funded Collar Confirmations. In each case, the Stockholder’s delivery obligation under each Funded Collar Confirmation will be based on the relationship between the market price of the Ordinary Shares, as determined under the respective Funded Collar Confirmation during the relevant valuation period, and the put strike price and/or cap strike price specified therein, subject to certain modifications and adjustments.

The Reporting Persons are the beneficial owners of 29,846,611 Ordinary Shares of the Issuer. That number of shares represents 14.1% of the aggregate of 212,318,291 Ordinary Shares that the Reporting Persons understand to be issued and outstanding based on the number of Ordinary Shares that the Issuer reported in its Prospectus Supplement on Form 424(b)(3) filed on September 3, 2014, were issued and outstanding as of the time of such filing.

Item 6 of the Schedule 13D is hereby amended and supplemented by the incorporation by reference of the information provided above in the response to Item 5.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 4, 2014

Exhibit 99.7

Execution Version

CONFIRMATION

				Deutsche Bank AG, London Branch
				Winchester house
				1 Great Winchester St, London EC2N 2DB
				Telephone: 44 20 7545 8000
				c/o Deutsche Bank Securities Inc.
				60 Wall Street
				New York, NY 10005
				Telephone: 212-250-5977
				Facsimile: 212-797-8826

Dear Sir or Madam,

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

In this Confirmation, “Dealer” means Deutsche Bank AG, London Branch and “Counterparty” means Waha AC Coöperatief U.A.

DEUTSCHE BANK AG IS NOT REGISTERED AS A BROKER OR DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. DEUTSCHE BANK SECURITIES INC. (“AGENT”) HAS ACTED SOLELY AS AGENT IN CONNECTION WITH THE 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 THE TRANSACTION BETWEEN DEALER AND COUNTERPARTY SHALL BE TRANSMITTED EXCLUSIVELY THROUGH AGENT. DEUTSCHE BANK AG, LONDON BRANCH IS NOT A MEMBER OF THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC).

This Confirmation shall supplement, form a part of and be subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement (the “ISDA Form”), as published by the International Swaps and Derivatives Association, Inc., as if Dealer and Counterparty had executed the ISDA Form (without any Schedule thereto) on the date hereof. All provisions contained in the Agreement are incorporated into and shall govern this Confirmation except as expressly modified below. This Confirmation evidences a complete and binding agreement between you and us as to the terms of the Transaction and replaces any previous agreement between us with respect to the subject matter hereof. This Confirmation shall be deemed to supplement, form part of and be subject to the Agreement.

If there exists any ISDA Master Agreement between Dealer and Counterparty or any confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between Dealer and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which Dealer and Counterparty are parties, the Transaction shall not, unless expressly agreed by Dealer and Counterparty, be considered a Transaction under, or otherwise governed by, such existing or deemed ISDA Master Agreement.

General Terms:

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Exercise:

Valuation:

In respect of any Component:

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Settlement Terms:

In respect of any Component:

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Dividends:

Share Adjustments:

In respect of any Component:

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Extraordinary Events:

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Consequences of Merger Events:

Consequences of Tender Offers:

Additional Disruption Events:

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Representations:

Agreements and Acknowledgments

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(d) Counterparty represents that, on each date on which Counterparty delivers Collateral to or on which Dealer otherwise receives Collateral, (i) Counterparty is the owner of all Collateral (or, in the case of financial assets from time to time credited to the Collateral Account, the beneficial owner thereof) free of any lien, security interest, charge, adverse claim or other encumbrance (other than any security interest of Dealer or the Collateral Custodian granted pursuant to the Documents or a lien routinely imposed on all securities in a relevant clearing system) and that the Collateral is, and upon any exercise by Dealer of its remedies hereunder will be, free of any Transfer Restriction other than any Permitted Transfer Restriction (each as defined below), (ii) Counterparty has not made or consented to any registration, filing or recordation in any jurisdiction evidencing a security interest in any of the Collateral, including any filing of a UCC-1 financing statement, that has not been terminated, other than in respect of any security interest of Dealer or the Collateral Custodian granted pursuant to the Documents, (iii) Counterparty has the power and authority to establish and maintain the Collateral Account, to enter into and deliver and to create the security constituted by the Security Deed, (iv) no consent, approval, authorization or other order of, or filing with, any person or entity, governmental or otherwise, is required in connection with the execution and delivery of this Confirmation, or the grant, perfection or enforcement of the security interest created hereby, (v) none of Counterparty’s entry into this Confirmation or Dealer’s exercise of any of its rights and remedies hereunder will violate or conflict with the terms of any agreement made by or applicable to Counterparty or will violate or conflict with any law, rule, policy or order applicable to Counterparty or the Collateral and (vi) on execution of the Documents, the Security Deed will create for the benefit of the Dealer the security interests which it purports to create without any requirement for registration, notice to any person or other perfection step.

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3. Matters relating to the Purchase of Shares and Related Matters:

(a) Conditions to Effectiveness. If the conditions to effectiveness set forth below have not been satisfied (or waived by Dealer) by September 8, 2014 (or such later date as agreed upon by the parties hereto), the parties shall have no further obligations in connection with the Transaction (including in respect of the Advance Amount), other than in respect of breaches of representations or covenants on or prior to such date:

(i) all of the conditions set forth in Section 6 of the Registration Agreement, among WAHA AC Coöperatief U.A., AerCap Holdings N.V., Citigroup Global Capital Markets Inc., Deutsche Bank Securities Inc., Nomura International plc, Citibank N.A., London Branch, and Deutsche Bank AG, London Branch, and relating to 14,923,306 Ordinary Shares, par value €0.01 per share of AerCap Holdings N.V., dated as of September 2, 2014 (the “Registration Agreement”) shall have been satisfied;

(ii) the representations and warranties of Counterparty contained in the Registration Agreement and any certificate delivered pursuant thereto by Counterparty shall be true and correct on the Effective Date as if made as of the Effective Date;

(iii) Counterparty shall have performed all of the obligations required to be performed by it under the Registration Agreement on or prior to the Effective Date;

(iv) all of the representations and warranties of Counterparty hereunder and under the Agreement shall be true and correct on the Effective Date;

(v) Counterparty shall have performed all of the obligations required to be performed by it hereunder and under the Agreement on or prior to the Effective Date;

(vi) Counterparty shall have provided evidence to Dealer, and Dealer shall be reasonably satisfied, that the existing security interests on the Collateral securing the USD 750,000,000 Term and Revolving Facilities Agreement between, among others, Waha Capital PJSC, as Borrower, the Subsidiaries, as Original Guarantors, the lenders from time to time thereto, HSBC Bank plc, as Facility Agent and HSBC Corporate Trustee Company (UK) Limited, as Global Security Agent, dated as of March 27, 2014 have been released and any related financing statements have been terminated;

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(vii) Counterparty shall have provided a legal opinion to Dealer in the form agreed to between Counterparty and Dealer;

(viii) all documents and instruments, required by law or reasonably requested by Dealer to be filed, registered or recorded to create the security interests intended to be created by the Security Deed and perfect or record such security interests shall have been filed, registered or recorded or delivered to Dealer for filing, registration or recording; and

(ix) the Security Deed shall have been duly executed and delivered and perfection steps over the Collateral Shares required in the relevant jurisdiction shall have been completed on or prior to the Effective Date.

(b) Certain Adjustments and Terminations

(i) If (A) at least six Initial Available Days shall not have occurred or will not occur after the Trade Date and on or prior to September 15, 2014, (B) at least 17 Available Days shall not have occurred or will not occur on or after November 15, 2014 (or, if earlier, the date of the first regular trading session for the Shares immediately following the date the Issuer files a Current Report on Form 6-K that is incorporated by reference in the Registration Statement and the Prospectus (each as defined in the Registration Agreement), in each case as then amended and/or supplemented and including the third quarter of the 2014 fiscal year financial statements and pro forma financial statements required by the Securities Act for the Registration Statement and Prospectus, in each case as amended and/or supplemented, to be usable for sales of the Offered Securities and Additional Securities (each as defined in the Registration Agreement)) (such date, the “Second Window Date”) and on or prior to December 15, 2014 (provided that, in the event that the Second Window Date occurs prior to November 15, 2014, the reference to “17” in this clause (B) shall be increased by the number of Scheduled Trading Days, if any, in the period beginning on and including the Second Window Date and ending on, but excluding, November 15, 2014) or (C) at least 13 Available Days shall not have occurred or will not occur on or after February 20, 2015 (or, if earlier, the date of the first regular trading session for the Shares immediately following the date the Issuer files a Current Report on Form 6-K that is incorporated by reference in the Registration Statement and the Prospectus (each as defined in the Registration Agreement), in each case as then amended and/or supplemented and including the fourth quarter of the 2014 fiscal year financial statements and pro forma financial statements required by the Securities Act for the Registration Statement and Prospectus, in each case as amended and/or supplemented, to be usable for sales of the Offered Securities and Additional Securities (each as defined in the Registration Agreement)) (such date, the “Third Window Date”) and on or prior to March 15, 2015 (provided that, in the event that the Third Window Date occurs prior to February 20, 2015, the reference to “13” in this clause (C) shall be increased by the number of Scheduled Trading Days, if any, in the period beginning on and including the Third Window Date and ending on, but excluding, February 20, 2015) (each of the events in clauses (A), (B) and (C), an “Unavailability Event”) and, in any case, the Calculation Agent determines that Dealer’s theoretical “delta” on any day after such Unavailability Event until March 15, 2015 exceeds the sum of the number of Additional Securities (as defined in the Registration Agreement) and Offered Securities (as defined in the Registration Agreement) sold by Dealer and its affiliates pursuant to the Registration Agreement (and, to the extent any Block Underwriter (as defined in the Registration Agreement) is not an affiliate of the Dealer, by each such Block Underwriter with respect to the Shares sold to the Block Underwriter by Dealer pursuant to the Registration Agreement and with respect to any Additional Securities sold by the Block Underwriter on behalf of Dealer pursuant to the Registration Agreement) in connection with the Transaction prior to such day, the Calculation Agent may make any commercially reasonable adjustments to the terms of the Transaction as appropriate to preserve the fair value of the Transaction to Dealer. An “Initial Available Day” means a Scheduled Trading Day on which (a) the Exchange is open during its full regularly scheduled trading hours (and not, for the avoidance of doubt, a half-day, scheduled or otherwise), (b) a Market Disruption Event has not occurred or is continuing (except for any Market Disruption Event that occurs or is continuing on such Scheduled Trading Day where (x) the duration of all Market Disruption Events on such Scheduled Trading Day does not exceed, in the aggregate, thirty minutes and (y) no Market Disruption Event occurs or is continuing during the thirty-minute period

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ending at the Scheduled Closing Time on such Scheduled Trading Day) and (c) the Registration Statement and Prospectus thereunder, each as defined under the Registration Agreement are available for use for the sale of Shares in the manner contemplated in the Registration Agreement. An “Available Day” means a Scheduled Trading Day on which (a) the Exchange is open during its full regularly scheduled trading hours (and not, for the avoidance of doubt, a half-day, scheduled or otherwise), (b) a Market Disruption Event has not occurred or is continuing (except for any Market Disruption Event that occurs or is continuing on such Scheduled Trading Day where (x) the duration of all Market Disruption Events on such Scheduled Trading Day does not exceed, in the aggregate, two hours and (y) no Market Disruption Event occurs or is continuing during the thirty-minute period ending at the Scheduled Closing Time on such Scheduled Trading Day) and (c) the Registration Statement and Prospectus thereunder, each as defined under the Registration Agreement are available for use for the sale of Shares in the manner contemplated in the Registration Agreement.

(ii) If despite Dealer’s commercially reasonable efforts to complete the relevant sales, Dealer or its affiliates (and, to the extent any Block Underwriter (as defined in the Registration Agreement) is not an affiliate of the Dealer, each such Block Underwriter with respect to the Shares sold to the Block Underwriter by Dealer pursuant to the Registration Agreement and with respect to any Additional Securities sold by the Block Underwriter on behalf of Dealer pursuant to the Registration Agreement) have not completed the sale, in connection with the Transaction, of, in aggregate, a number of Offered Securities (as defined in the Registration Agreement) and Additional Securities (as defined in the Registration Agreement) equal to the Number of Transaction Shares prior to March 15, 2015 (a “Double Print Failure”), Dealer will, following consultation with Counterparty, reduce the Number of Transaction Shares hereunder (in which case the Number of Options for each Component shall be proportionately reduced) such that the Number of Transaction Shares is equal to the number of Shares sold pursuant to the Registration Agreement prior to such time, require a proportional refund of the Advance Amount within three Currency Business Days following notice to Counterparty and against return of Rehypothecated Shares in excess of the Number of Transaction Shares following such reduction, and make any other commercially reasonable adjustments to the terms of the Transaction as appropriate to reflect the cost (or benefit) related to any unwind of any excess theoretical “delta” and such Double Print Failure after giving effect to such reduction to the Number of Transaction Shares; provided that in lieu of the foregoing, Counterparty may elect to provide, on terms commercially reasonable to Dealer (including provisions for any inability to adjust its Hedge Position as a result of such Double Print Failure and the entry into documentation substantially similar to the Registration Agreement) for a period or periods of Registration Statement and prospectus availability for Dealer or its affiliates (and, to the extent any Block Underwriter (as defined in the Registration Agreement) is not an affiliate of the Dealer and any such Block Underwriter has not completed the sale with respect to the Shares sold to the Block Underwriter by Dealer pursuant to the Registration Agreement and with respect to any Additional Securities sold by the Block Underwriter on behalf of Dealer pursuant to the Registration Agreement, such Block Underwriter) to complete the sale of the remaining number of Shares.

(c) Agreements and Acknowledgments Regarding Shares. Counterparty agrees and acknowledges that Dealer will sell (or cause its affiliates to sell) (and, to the extent any Block Underwriter (as defined in the Registration Agreement) is not an affiliate of the Dealer, that such Block Underwriter with respect to the Shares sold to the Block Underwriter by Dealer pursuant to the Registration Agreement and with respect to any Additional Securities sold by the Block Underwriter on behalf of Dealer pursuant to the Registration Agreement will sell), pursuant to a registration statement in the manner contemplated by the Registration Agreement, a number of Collateral Shares, Shares borrowed from Counterparty or third parties or other Shares equal to the Number of Transaction Shares (after giving effect to any reduction pursuant to Section 3(b)(ii) above), and each of Dealer and Counterparty currently believes that the Shares (up to the Number of Transaction Shares) delivered by Counterparty to Dealer pursuant to the Transaction may be used by Dealer to settle such sales or close out open Share borrowings created in the course of Dealer’s hedging activities related to its exposure under the Transaction without further registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and, to the extent such open Share borrowings have been established through Rehypothecation and such Rehypothecation has not been revoked by Counterparty, Dealer may close such open borrowings of Shares by netting its return obligation with respect to up to the Number of Transaction Shares against Counterparty’s Share delivery obligation hereunder.

(d) Fair Values; Indicative Unwind Amounts. On or prior to the end of every calendar month during the term of the Transaction or as otherwise reasonably requested by Counterparty Dealer will provide Counterparty

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by email a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail (and specifying, for the avoidance of doubt, relevant volatility inputs) the fair value of the Transaction determined by the Calculation Agent in a commercially reasonable manner, based on mid-market inputs. In addition, upon request by Counterparty, not more than twice annually, Dealer will provide Counterparty by email a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail (and specifying, for the avoidance of doubt, relevant volatility inputs) an indicative Close-out Amount for the Transaction, which will be determined by the Calculation Agent in a commercially reasonable manner, using its commercially reasonable market-standard valuation model for transactions of a type similar to the Transaction and taking into account the unwind of Dealer’s then-current Hedge Positions, as if the Transaction had been terminated with Counterparty as the sole Affected Party at such time.

4. Representations, Warranties and Covenants:

(a) Each party to this Confirmation represents and warrants to the other party that:

(i) it is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act or an “accredited investor” as defined in Section 2(a)(15)(ii) of the Securities Act; and

(ii) it is an “eligible contract participant” as defined in the U.S. Commodity Exchange Act, as amended (the “CEA”), and this Confirmation and the Transaction hereunder are subject to individual negotiation by the parties and have not been executed or traded on a “trading facility” as defined in the CEA.

(b) Counterparty represents and warrants to, and agrees with, Dealer as of the date hereof (and, solely with respect to the representation and warranty set forth in Section 4(b)(i) below, as of any date that Counterparty notifies Dealer that a Settlement Method (including, for the avoidance of doubt, the Alternative Settlement) other than the Default Settlement Method applies or elects cash settlement of a Counterparty Payment Event under clause (o) under “Collateral” above or causes an Additional Termination Event under Section 5(n)(ii) below) that:

(i) it is not aware of any material non-public information concerning the Issuer or the Shares, and “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 securities of the Issuer;

(ii) it agrees that it will satisfy all applicable filing, reporting or other requirements, including Sections 13(d) and 13(g) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Shares and this Transaction and it will promptly notify Dealer after any such report filed under Sections 13(d) and 13(g) of the Exchange Act becomes publicly available;

(iii) it is not entering into this Confirmation to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares);

(iv) it is entering into this Confirmation and the Transaction in good faith, not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act, and it has not entered into or altered any corresponding or hedging transaction or position relating to the Shares;

(v) [Reserved]

(vi) [Reserved]

(vii) Counterparty is a “qualified investor” (as defined in Section 3(a)(54) of the Exchange Act); and

(viii) Counterparty is exclusively a tax resident of the Netherlands.

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(c) In connection with this Confirmation and the Transaction, Counterparty agrees that:

(i) it shall not enter into or alter any hedging transaction relating to the Shares corresponding to or offsetting the Transaction;

(ii) it shall, upon the occurrence of any Event of Default or any event that would, with the giving of notice, the passage of time or the satisfaction of any condition, constitute an Event of Default in respect of which it is the Defaulting Party, notify Dealer reasonably promptly of the occurrence of such event; provided, however, that should Counterparty be in possession of material non-public information regarding the Issuer or the Shares, Counterparty shall only communicate such information to Dealer in connection with this Transaction as follows:

(iii) if Cash Settlement applies to any Component pursuant to the provisions under the heading “Settlement Terms,” in Section 2 above, it shall not engage in any “distribution” (as defined in Regulation M) on the Valuation Date for such Component or the first Scheduled Trading Day thereafter, unless the Shares are “actively traded” (as defined in Rule 101(c)(1) of Regulation M) at such time.

(d) Counterparty represents and warrants to, and covenants with, Dealer as of the date hereof, any Settlement Method Election Date on which Counterparty elects or is deemed to elect Cash Settlement and any date on which Counterparty makes payment to Dealer in connection with any settlement hereunder, that it is or will be, as the case may be, solvent and able to pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on the business in which it engages.

(e) Each of Dealer and Counterparty agrees that notwithstanding anything provided herein or the Agreement, and notwithstanding any express or implied claims of exclusivity or proprietary rights, the parties (and each of their employees, representatives or other agents) are authorized to disclose to any and all persons, beginning immediately upon commencement of their discussions and without limitation of any kind, the tax treatment and tax structure of the Transaction, and all materials of any kind (including opinions or other tax analyses) that are provided by either party to the other relating to such tax treatment and tax structure.

(f) Counterparty represents, warrants and agrees that (i) Counterparty is subject to civil and commercial laws with respect to its obligations hereunder, (ii) the execution, delivery and performance by it of this Confirmation constitute and will constitute private and commercial acts and not public or governmental acts, and (iii) neither Counterparty nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which Counterparty is organized and existing in respect of its obligations hereunder.

(g) Counterparty represents, warrants and agrees that (i) it has implemented and maintains, and will continue to maintain, in effect policies and procedures designed to ensure compliance by it and its managers, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and Counterparty and its managers, officers and employees and, to its knowledge, its agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects, (ii) none of (a) Counterparty or any of its managers, officers or employees, or (b) to the knowledge of Counterparty, any agent of Counterparty that will act in any capacity in connection with or benefit from the Transaction, is a Sanctioned Person, (iii) to the knowledge of Counterparty, the Transaction (including the use of proceeds of the Advance Amount) will not violate Anti-Corruption Laws or applicable Sanctions and (iv) Counterparty shall not use the proceeds of the Advance Amount (a) in furtherance of

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an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person or entity in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with a Sanctioned Person, or in any Sanctioned Country, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to Counterparty from time to time concerning or relating to bribery or corruption, including, without limitation the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, and the UK Bribery Act.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury.

“Sanctioned Country” means, at any time, a country or territory which is the subject or target of territorial Sanctions.

“Sanctioned Person” means a Person that is, or is owned or controlled by Persons that are, (i) the subject of any Sanctions or (ii) located, organized, or resident in a Sanctioned Country.

5. Miscellaneous:

(a) Early Termination. For purposes of this Confirmation, “Termination Currency” means United States Dollars.

(b) Set-Off and Netting. If on any date cash would otherwise be payable or Shares or other property would otherwise be deliverable hereunder, including, without limitation, following release from the security interest granted to Dealer under the “Collateral” section above (including in the form of payments or deliveries to or out of the Collateral Account pursuant to paragraph (j) under “Collateral” above) or pursuant to the Agreement or any Credit Support Document thereunder, by Dealer (in whatever capacity) to Counterparty and by Counterparty to Dealer (in whatever capacity) and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party’s obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation of the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

(c) Extension of Settlement. Counterparty and Dealer acknowledge that Counterparty may elect to sell Shares on any Valuation Date for a Revoked Component in order to satisfy its payment obligations therefor (any such sales, “Cash Settlement Sales”) (which Cash Settlement Sales and the settlement thereof, for the avoidance of doubt, will be subject to any applicable requirements herein, including, without limitation, Section 4(c)(iii)).

(1) If Counterparty reasonably believes that any Cash Settlement Sales would cause Counterparty to exceed the number of Shares that Counterparty is then permitted to sell under Rule 144 under the Securities Act, Counterparty may, or may cause its broker-dealer under the relevant Cash Settlement Sale to, deliver at least one Scheduled Trading Day’s prior written notice to Dealer to divide the specified Component(s) into new Components such that the relevant Cash Settlement Sales would not exceed such limitations under Rule 144 under the Securities Act.

(2) If the Calculation Agent reasonably determines that Dealer’s hedge unwind activity in respect of any Component would exceed 20% of the average daily trading volume in the Shares over the previous three months (as determined by the Calculation Agent), Dealer may divide such Component into new Components to the extent necessary to eliminate such excess; provided that Dealer may not divide the Transaction into a number of Components that is more than two times the original number of Components in reliance on this clause (2).

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In the case of clause (1) or (2) above, the Calculation Agent will designate Scheduled Valuation Dates and Numbers of Shares for any such additional Components (provided that the aggregate Number of Shares for the new Components will equal the aggregate Number of Shares, or postponed portions thereof, for the original Components).

In the case of any postponement, in whole or in part, pursuant to this clause (c), of any Scheduled Valuation Date or Dates, (i) the Calculation Agent will postpone all Scheduled Valuation Dates that were originally scheduled to occur after the last Scheduled Valuation Date so postponed (prior to such postponement) by the same number of Scheduled Trading Days as such last Scheduled Valuation Date is so postponed, and (ii) the Calculation Agent, acting commercially reasonably, will adjust the other terms of the Transaction as appropriate to preserve the fair value of the Transaction to Dealer (provided that, in the case of clause (2) above, the Calculation Agent shall, to the extent reasonably practicable, make such adjustment solely for relevant volatility inputs by reference to the market for short-term listed options on the Shares if in the commercially reasonable judgment with the Calculation Agent, such market is sufficiently liquid).

(d) Assignment. Notwithstanding any provision of the Agreement to the contrary, Dealer may transfer and assign all of its rights and obligations under the Transaction without the consent of Counterparty to any affiliate of Dealer if (x) the obligations of such affiliate are fully guaranteed by Dealer pursuant to customary guarantee in a form generally used by Dealer for similar transactions, which guarantee is reasonably satisfactory to Counterparty, or (y) the long-term credit rating of such affiliate is at least as high as Dealer’s long-term credit rating at such time, as rated by each of S&P and Moody’s (each as defined below), or if only one of such rating agencies provides such a rating for the relevant affiliate of Dealer, as rated by such rating agency, or, if either S&P or Moody’s ceases to provide such rating for Dealer, as rated by a substitute rating agency mutually agreed by Counterparty and Dealer.

(e) Designation by Dealer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive, or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty solely to the extent of any such performance.

(f) Severability; Illegality. Notwithstanding anything to the contrary in the Agreement, if compliance by either party with any provision of the Transaction would be unenforceable or illegal, (i) the parties shall negotiate in good faith to resolve such unenforceability or illegality in a manner that preserves the economic benefits of the transactions contemplated hereby and (ii) the other provisions of the Transaction shall not be invalidated, but shall remain in full force and effect.

(g) Recording of Conversations. Each party (i) consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties in connection with this Confirmation and the Transaction, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and (iii) agrees, to the extent permitted by applicable law, that recordings may be submitted in evidence in any Proceedings.

(h) Governing Law; Submission to Jurisdiction; Process Agents. The Agreement, this Confirmation and all matters and all non-contractual obligations arising out of or in connection with the Agreement and this Confirmation shall be governed by, and construed and enforced in accordance with, English Law. This Confirmation is also subject to, and incorporates, the jurisdiction provisions contained in Section 13(b) of the Agreement; provided that in the first line of Section 13(b) the following shall be inserted after the word “Agreement”: “including, without limitation, disputes relating to any non-contractual obligations arising out of or in connection with this Agreement”.

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For the purpose of Section 13(c) of the Agreement:

(i) Contracts (Rights of Third Parties) Act 1999. A person who is not a party to this Confirmation has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Confirmation but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

(j) Waiver of Rights. Any provision of this Confirmation may be waived if, and only if, such waiver is in writing and signed by the party against whom the waiver is to be effective.

(k) 10b5-1. The parties intend for this Transaction to comply with the requirements of Rule 10b5-1(c)(1)(i)(A) and (B) under the Exchange Act and this Confirmation to constitute a binding contract or instruction satisfying the requirements of 10b5-1(c) and to be interpreted to comply with the requirements of Rule 10b5-1(c). Counterparty agrees that it will not seek to control or influence Dealer’s (or its affiliate’s) decision to make any purchases or sales of Shares in connection with the Transaction. Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this 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 10b5-1, and no such amendment, modification or waiver shall be made at any time at which Counterparty is aware of any material non-public information regarding the Issuer or the Shares.

(l) Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement or this Confirmation, in no event shall Dealer be entitled to receive (including by Rehypothecation), or be deemed to receive, any Shares (including any Collateral Shares) if, upon such receipt of such Shares by Dealer, Dealer and each Person subject to aggregation with Dealer under Section 13 or 16 of the Exchange Act and rules promulgated thereunder or any “group” that includes Dealer would “beneficially own” (in each case, within the meaning of Section and 13 and 16 of the Exchange Act and the rules promulgated thereunder) more than 4.5% of the outstanding Shares (an “Excess Ownership Position”). If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to effect such delivery shall not be extinguished and Counterparty shall effect such delivery as promptly as practicable after, but in no event later than one Clearance System Business Day after, Dealer gives notice to Counterparty that such delivery would not result in an Excess Ownership Position. Notwithstanding anything in the Agreement or this Confirmation to the contrary, Dealer shall not become the record or beneficial owner, or otherwise have any rights as a holder, of any Shares that Dealer is not entitled to receive at any time pursuant to this Section 5(l), until such time as such Shares are delivered pursuant to this Section 5(l).

(m) Securities Laws Matters. Notwithstanding anything to the contrary herein, in the Agreement or in the Equity Definitions, if Dealer reasonably determines, based on advice of counsel and following consultation with counsel to Counterparty, (x) on account of the adoption, promulgation or effectiveness of, or any change in, any applicable law, rule or regulation or the formal or informal interpretation thereof by the Securities and Exchange Commission or its staff, following the Trade Date, that any Shares delivered or to be delivered to Dealer by Counterparty in respect of the Transaction that otherwise would be used to close out open Share borrowings from third-party stock lenders (other than Counterparty) created in the course of Dealer’s hedging

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activities related to its exposure under the Transaction as described in Section 3(b) above may not be used to close out such open Share borrowings or (y) within six months (or, if the Issuer does not satisfy the information requirements of Rule 144(c), up to twelve months) following the Trade Date, Counterparty has revoked the Rehypothecation right and a Counterparty Payment Event occurs that Counterparty does not elect to settle in cash and the related Shares delivered or to be delivered to Dealer by Counterparty in respect of the Transaction would not be freely tradable under Section 5 of the Securities Act, in either case of clauses (x) and (y), then any required delivery of Shares (the “Restricted Shares”) by Counterparty shall be effected pursuant to the following paragraph, unless waived by Dealer.

Any delivery of Restricted Shares by Counterparty to Dealer (a “Private Placement Settlement”) shall be effected in accordance with customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Dealer (it being understood that Counterparty will not be required to, but, if requested by Dealer, Counterparty shall use commercially reasonable efforts to, cause to be certificated or legended, as applicable, any Restricted Shares not in certificated form or bearing a restrictive legend, as applicable). On the date of such delivery, Counterparty shall not have taken, or caused to be taken, any action that would make unavailable the “Section 4(1  ¹⁄₂)” exemption from Securities Act registration for the private placement by Dealer (or its affiliate) of such Restricted Shares. Counterparty and Dealer (or its affiliate) shall execute an agreement containing customary representations, covenants, indemnities to Dealer (or such affiliate), opinions and certificates, and such other documentation as is customary for private placements of equity securities of a similar size for a similar issuer, all reasonably acceptable to Dealer (it being understood that Issuer need not be party to such agreement). In the case of a Private Placement Settlement, following consultation with Counterparty, the Calculation Agent may adjust the number of Restricted Shares to be delivered to Dealer (or its designee) hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer (or its designee) and may only be saleable by Dealer (or such designee) at a discount to reflect the lack of liquidity in Restricted Shares and the nature and duration of the relevant restrictions applicable thereto. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this paragraph.

(n) Additional Termination Events.

(i) At Counterparty’s sole election, it will constitute an Additional Termination Event with Dealer as the sole Affected Party if at any time Dealer has a long-term issuer rating less than or equal to BBB- by Standard & Poor’s Ratings Services or its successor (“S&P”), or Baa3 by Moody’s Investors Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, less than or equal to an equivalent rating by a substitute rating agency mutually agreed by Counterparty and Dealer and, following such downgrade, the parties have negotiated in good faith for at least ten Exchange Business Days, and were unable to agree on, an acceptable form of Credit Support Annex to the Agreement with Dealer as the sole Pledgor.

(ii) At Counterparty’s sole election, upon at least ten Exchange Business Days’ notice, it will constitute an Additional Termination Event with Counterparty as the sole Affected Party.

(o) Bankruptcy Code. The parties hereto intend as follows: (A) Dealer is a “financial institution” within the meaning of Section 101(22) of the United States Bankruptcy Code (the “Bankruptcy Code”); (B) the Transaction is a “securities contract” as such term is defined in Section 741(7) of the Bankruptcy Code, qualifying for protection under Section 555 of the Bankruptcy Code and a swap agreement, as such term is defined in Section 101(53B) of the Bankruptcy Code, qualifying for protection under Section 560 of the Bankruptcy Code; (C) any cash, securities or other property provided as performance assurance, credit support or collateral with respect to the Transaction constitutes a “margin payment” as defined in Section 741(5) of the Bankruptcy Code and a “transfer” as defined in Section 101(54) of the Bankruptcy Code under a “swap agreement”; (D) a party’s right to liquidate the Transaction and to exercise any other remedies upon the occurrence of any Event of Default with respect to the other party to constitute a “contractual right” described in Sections 362(b)(6), 362(b)(17), 555 and 560 of the Bankruptcy Code; and (E) all payments for, under or in connection with the Transaction, all payments for Shares and the transfer of such Shares constitute “settlement payments” as defined in Section 741(8) of the Bankruptcy Code and “transfers” as defined in Section 101(54) of the Bankruptcy Code under a “swap agreement”.

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(p) Method of Delivery. Subject to Section 5(e), whenever delivery of funds or other assets is required hereunder by or to Counterparty, such delivery shall be effected through Agent. In addition, all notices, demands and communications of any kind relating to the Transaction between Dealer and Counterparty shall be transmitted exclusively through Agent.

(q) Matters Related to Agent. Each party agrees and acknowledges that (i) Agent acts solely as agent on a disclosed basis with respect to the Transaction, and (ii) Agent has no obligation, by guaranty, endorsement or otherwise, with respect to the obligations of either Counterparty or Dealer hereunder, either with respect to the delivery of cash or Shares, either at the beginning or the end of the Transaction. In this regard, each of Counterparty and Dealer acknowledges and agrees to look solely to the other for performance hereunder, and not to Agent.

(r) 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol. The parties agree that the terms of the 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol published by ISDA on July 19, 2013 (“Protocol”) apply to the Agreement as if the parties had adhered to the Protocol without amendment. In respect of the Attachment to the Protocol, (i) the definition of “Adherence Letter” shall be deemed to be deleted and references to “Adherence Letter” shall be deemed to be to this Section 5(r) (and references to “such party’s Adherence Letter” and “its Adherence Letter” shall be read accordingly), (ii) references to “adheres to the Protocol” shall be deemed to be “enters into the Agreement”, (iii) references to “Protocol Covered Agreement” shall be deemed to be references to the Agreement (and each “Protocol Covered Agreement” shall be read accordingly), and (iv) references to “Implementation Date” shall be deemed to be references to the date of this Agreement. For the purposes of this Section 5(r):

(s) NFC Representation Protocol. The parties agree that the provisions set out in the Attachment to the ISDA 2013 EMIR NFC Representation Protocol published by ISDA on March 8, 2013 (the “NFC Representation Protocol”) shall apply to the Agreement as if each party were an Adhering Party under the terms of the NFC Representation Protocol. In respect of the Attachment to the Protocol, (i) the definition of “Adherence Letter” shall be deemed to be deleted and references to “Adherence Letter” shall be deemed to be to this Section 5(s) (and references to “the relevant Adherence Letter” and “its Adherence Letter” shall be read accordingly), (ii)

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references to “adheres to the Protocol” shall be deemed to be “enters into this Agreement”, (iii) references to “Covered Master Agreement” shall be deemed to be references to the Agreement (and each “Covered Master Agreement” shall be read accordingly), and (iv) references to “Implementation Date” shall be deemed to be references to the date of the Agreement. Counterparty confirms that it enters into the Agreement as a party making the NFC Representation (as such term is defined in the NFC Representation Protocol). Counterparty shall promptly notify Dealer of any change to its status as a party making the NFC Representation.

(t) Transaction Reporting - Consent for Disclosure of Information. Notwithstanding anything to the contrary herein or in the Agreement or any non-disclosure, confidentiality or other agreements entered into between the parties from time to time, each party hereby consents to the Disclosure of information (the “Reporting Consent”):

“Disclosure” means disclosure, reporting, retention, or any action similar or analogous to any of the aforementioned.

Disclosures made pursuant to this Reporting Consent may include, without limitation, Disclosure of information relating to disputes over transactions between the parties, a party’s identity, and certain transaction and pricing data and may result in such information becoming available to the public or recipients in a jurisdiction which may have a different level of protection for personal data from that of the relevant party’s home jurisdiction.

This Reporting Consent shall be deemed to constitute an agreement between the parties with respect to Disclosure in general and shall survive the termination of this Confirmation. No amendment to or termination of this Reporting Consent shall be effective unless such amendment or termination is made in writing between the parties and specifically refers to this Reporting Consent.

(u) Tax Forms. Counterparty shall provide to Dealer a valid U.S. Internal Revenue Service (“IRS”) Form W-8BEN (Rev. February 2006) on or before the date of execution of this Confirmation and will update such form if it becomes incorrect as a result of a change in facts. Furthermore, Counterparty shall provide to Dealer a valid IRS Form W-8BEN-E (or any successor thereto) (i) promptly upon reasonable request by Dealer, (ii) promptly upon a reasonable determination by Dealer that such Form W-8BEN-E is necessary for U.S. federal income tax purposes and (iii) promptly upon learning that any Form W-8BEN-E (or any successor thereto) previously provided by Counterparty has become incorrect; provided that, in the case of (i), any such Form W-8BEN-E shall not be required to be provided by Counterparty to Dealer prior to the first to occur of (A) Counterparty providing such Form W-8BEN-E to any third party and (B) Counterparty being able to make a good faith determination as to its status for FATCA purposes.

(v) Withholding Tax imposed on payments to non-US counterparties under the United States Foreign Account Tax Compliance Act. “Indemnifiable Tax” as defined in Section 14 of the Agreement shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. 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”). 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.

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6. Addresses for Notice: For purposes of the Agreement (unless otherwise specified in the Agreement), the addresses for notice to the parties shall be:

(a) Addresses for notices or communications to Counterparty

Waha AC Coöperatief U.A.

Teleportboulevard 140

1043EJ Amsterdam

The Netherlands

Attn.: Mr. Evren Atasever

Phone: +31 (0)20 5405 800

Fax.: +31 (0)20 6447 011

with a copy to:

c/o Waha Capital PJSC, PO Box 28922

Abu Dhabi, UAE

Attention: General Counsel

Telephone: +971 2 667 7343

Fax: +971 2 667 7383

and a copy to:

waha-aer-notice@wahacapital.ae

(b) Addresses for notices or communications to Dealer

Deutsche Bank AG, London Branch

c/o Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005

Attention: Andrew Yaeger

Telephone: 212-250-2717

Facsimile: 732-460-7499

Email: andrew.yaeger@db.com

with a copy to:

Deutsche Bank AG, London Branch

c/o Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005

Attention: Faiz Khan

Telephone: 212-250-0668

Facsimile: 646-502-4418

Email: faiz.khan@db.com

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7. Accounts for Payment:

8. Delivery Instructions:

Unless otherwise directed in writing, any Share to be delivered hereunder shall be delivered as follows:

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This Confirmation may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Counterparty hereby agrees to check this Confirmation and to confirm that the foregoing correctly sets forth the terms of the Transaction by signing in the space provided below and returning a facsimile of the fully-executed Confirmation to Dealer. Originals shall be provided for your execution upon your request.

We are very pleased to have executed the Transaction with you and we look forward to completing other transactions with you in the near future.

Very truly yours,

[Signature page of Funded Collar Confirmation]

Counterparty hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date.

[Signature page of Funded Collar Confirmation]

ANNEX A

For each Component, the Number of Options and the Scheduled Valuation Date is set forth below:

Annex A – 1

Annex A – 2

Annex A – 3

Exhibit 99.8

Execution Version

CONFIRMATION

Nomura International plc

1 Angel Lane,

London EC4R 3AB

Dear Sir or Madam,

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

In this Confirmation, “Dealer” means Nomura International plc and “Counterparty” means Waha AC Coöperatief U.A.

This Confirmation shall supplement, form a part of and be subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement (the “ISDA Form”), as published by the International Swaps and Derivatives Association, Inc., as if Dealer and Counterparty had executed the ISDA Form (without any Schedule thereto) on the date hereof. All provisions contained in the Agreement are incorporated into and shall govern this Confirmation except as expressly modified below. This Confirmation evidences a complete and binding agreement between you and us as to the terms of the Transaction and replaces any previous agreement between us with respect to the subject matter hereof. This Confirmation shall be deemed to supplement, form part of and be subject to the Agreement. On or prior to the Effective Date, Dealer shall have delivered to Counterparty a guarantee in respect of Dealer’s obligations hereunder executed by Nomura Holdings, Inc. (“Dealer Parent”) in substantially the form previously provided to Counterparty. Such guarantee shall constitute a Credit Support Document under the Agreement and Dealer Parent shall be designated as a Credit Support Provider in relation to Dealer.

If there exists any ISDA Master Agreement between Dealer and Counterparty or any confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to

exist between Dealer and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which Dealer and Counterparty are parties, the Transaction shall not, unless expressly agreed by Dealer and Counterparty, be considered a Transaction under, or otherwise governed by, such existing or deemed ISDA Master Agreement.

General Terms:

2

3

Exercise:

Valuation:

In respect of any Component:

4

Settlement Terms:

In respect of any Component:

5

6

Dividends:

Share Adjustments:

In respect of any Component:

Extraordinary Events:

7

Consequences of Merger Events:

8

Consequences of Tender Offers:

Additional Disruption Events:

9

10

Representations:

Agreements and Acknowledgments

11

12

13

14

15

16

17

18

19

20

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3. Matters relating to the Purchase of Shares and Related Matters:

(a) Conditions to Effectiveness. If the conditions to effectiveness set forth below have not been satisfied (or waived by Dealer) by September 8, 2014 (or such later date as agreed upon by the parties hereto), the parties shall have no further obligations in connection with the Transaction (including in respect of the Advance Amount), other than in respect of breaches of representations or covenants on or prior to such date:

(i) all of the conditions set forth in Section 6 of the Registration Agreement, among WAHA AC Coöperatief U.A., AerCap Holdings N.V., Citigroup Global Capital Markets Inc., Deutsche Bank Securities Inc., Nomura International plc, Citibank N.A., London Branch, and Deutsche Bank AG, London Branch, and relating to 14,923,306 Ordinary Shares, par value €0.01 per share of AerCap Holdings N.V., dated as of September 2, 2014 (the “Registration Agreement”) shall have been satisfied;

(ii) the representations and warranties of Counterparty contained in the Registration Agreement and any certificate delivered pursuant thereto by Counterparty shall be true and correct on the Effective Date as if made as of the Effective Date;

(iii) Counterparty shall have performed all of the obligations required to be performed by it under the Registration Agreement on or prior to the Effective Date;

(iv) all of the representations and warranties of Counterparty hereunder and under the Agreement shall be true and correct on the Effective Date;

(v) Counterparty shall have performed all of the obligations required to be performed by it hereunder and under the Agreement on or prior to the Effective Date;

(vi) Counterparty shall have provided evidence to Dealer, and Dealer shall be reasonably satisfied, that the existing security interests on the Collateral securing the USD 750,000,000 Term and Revolving Facilities Agreement between, among others, Waha Capital PJSC, as Borrower, the Subsidiaries, as Original Guarantors, the lenders from time to time thereto, HSBC Bank plc, as Facility Agent and HSBC Corporate Trustee Company (UK) Limited, as Global Security Agent, dated as of March 27, 2014 have been released and any related financing statements have been terminated;

(vii) Counterparty shall have provided a legal opinion to Dealer in the form agreed to between Counterparty and Dealer;

(viii) all documents and instruments, required by law or reasonably requested by Dealer to be filed, registered or recorded to create the security interests intended to be created by the Security Deed and perfect or record such security interests shall have been filed, registered or recorded or delivered to Dealer for filing, registration or recording; and

(ix) the Security Deed shall have been duly executed and delivered and perfection steps over the Collateral Shares required in the relevant jurisdiction shall have been completed on or prior to the Effective Date.

(b) Certain Adjustments and Terminations

(i) If (A) at least six Initial Available Days shall not have occurred or will not occur after the Trade Date and on or prior to September 15, 2014, (B) at least 17 Available Days shall not have occurred or will not occur on or after November 15, 2014 (or, if earlier, the date of the first regular trading session for the

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Shares immediately following the date the Issuer files a Current Report on Form 6-K that is incorporated by reference in the Registration Statement and the Prospectus (each as defined in the Registration Agreement), in each case as then amended and/or supplemented and including the third quarter of the 2014 fiscal year financial statements and pro forma financial statements required by the Securities Act for the Registration Statement and Prospectus, in each case as amended and/or supplemented, to be usable for sales of the Offered Securities and Additional Securities (each as defined in the Registration Agreement)) (such date, the “Second Window Date”) and on or prior to December 15, 2014 (provided that, in the event that the Second Window Date occurs prior to November 15, 2014, the reference to “17” in this clause (B) shall be increased by the number of Scheduled Trading Days, if any, in the period beginning on and including the Second Window Date and ending on, but excluding, November 15, 2014) or (C) at least 13 Available Days shall not have occurred or will not occur on or after February 20, 2015 (or, if earlier, the date of the first regular trading session for the Shares immediately following the date the Issuer files a Current Report on Form 6-K that is incorporated by reference in the Registration Statement and the Prospectus (each as defined in the Registration Agreement), in each case as then amended and/or supplemented and including the fourth quarter of the 2014 fiscal year financial statements and pro forma financial statements required by the Securities Act for the Registration Statement and Prospectus, in each case as amended and/or supplemented, to be usable for sales of the Offered Securities and Additional Securities (each as defined in the Registration Agreement)) (such date, the “Third Window Date”) and on or prior to March 15, 2015 (provided that, in the event that the Third Window Date occurs prior to February 20, 2015, the reference to “13” in this clause (C) shall be increased by the number of Scheduled Trading Days, if any, in the period beginning on and including the Third Window Date and ending on, but excluding, February 20, 2015) (each of the events in clauses (A), (B) and (C), an “Unavailability Event”) and, in any case, the Calculation Agent determines that Dealer’s theoretical “delta” on any day after such Unavailability Event until March 15, 2015 exceeds the sum of the number of Additional Securities (as defined in the Registration Agreement) and Offered Securities (as defined in the Registration Agreement) sold by Dealer and its affiliates pursuant to the Registration Agreement (and, to the extent any Block Underwriter (as defined in the Registration Agreement) is not an affiliate of the Dealer, by each such Block Underwriter with respect to the Shares sold to the Block Underwriter by Dealer pursuant to the Registration Agreement and with respect to any Additional Securities sold by the Block Underwriter on behalf of Dealer pursuant to the Registration Agreement) in connection with the Transaction prior to such day, the Calculation Agent may make any commercially reasonable adjustments to the terms of the Transaction as appropriate to preserve the fair value of the Transaction to Dealer. An “Initial Available Day” means a Scheduled Trading Day on which (a) the Exchange is open during its full regularly scheduled trading hours (and not, for the avoidance of doubt, a half-day, scheduled or otherwise), (b) a Market Disruption Event has not occurred or is continuing (except for any Market Disruption Event that occurs or is continuing on such Scheduled Trading Day where (x) the duration of all Market Disruption Events on such Scheduled Trading Day does not exceed, in the aggregate, thirty minutes and (y) no Market Disruption Event occurs or is continuing during the thirty-minute period ending at the Scheduled Closing Time on such Scheduled Trading Day) and (c) the Registration Statement and Prospectus thereunder, each as defined under the Registration Agreement are available for use for the sale of Shares in the manner contemplated in the Registration Agreement. An “Available Day” means a Scheduled Trading Day on which (a) the Exchange is open during its full regularly scheduled trading hours (and not, for the avoidance of doubt, a half-day, scheduled or otherwise), (b) a Market Disruption Event has not occurred or is continuing (except for any Market Disruption Event that occurs or is continuing on such Scheduled Trading Day where (x) the duration of all Market Disruption Events on such Scheduled Trading Day does not exceed, in the aggregate, two hours and (y) no Market Disruption Event occurs or is continuing during the thirty-minute period ending at the Scheduled Closing Time on such Scheduled Trading Day) and (c) the Registration Statement and Prospectus thereunder, each as defined under the Registration Agreement are available for use for the sale of Shares in the manner contemplated in the Registration Agreement.

(ii) If despite Dealer’s commercially reasonable efforts to complete the relevant sales, Dealer or its affiliates (and, to the extent any Block Underwriter (as defined in the Registration Agreement) is not an affiliate of the Dealer, each such Block Underwriter with respect to the Shares sold to the Block Underwriter by Dealer pursuant to the Registration Agreement and with respect to any Additional Securities sold by the Block Underwriter on behalf of Dealer pursuant to the Registration Agreement) have not completed the sale, in connection with the Transaction, of, in aggregate, a number of Offered Securities (as defined in the Registration Agreement) and Additional Securities (as defined in the Registration Agreement) equal to the Number of Transaction Shares prior to March 15, 2015 (a “Double Print Failure”), Dealer will, following consultation

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with Counterparty, reduce the Number of Transaction Shares hereunder (in which case the Number of Options for each Component shall be proportionately reduced) such that the Number of Transaction Shares is equal to the number of Shares sold pursuant to the Registration Agreement prior to such time, require a proportional refund of the Advance Amount within three Currency Business Days following notice to Counterparty and against return of Rehypothecated Shares in excess of the Number of Transaction Shares following such reduction, and make any other commercially reasonable adjustments to the terms of the Transaction as appropriate to reflect the cost (or benefit) related to any unwind of any excess theoretical “delta” and such Double Print Failure after giving effect to such reduction to the Number of Transaction Shares; provided that in lieu of the foregoing, Counterparty may elect to provide, on terms commercially reasonable to Dealer (including provisions for any inability to adjust its Hedge Position as a result of such Double Print Failure and the entry into documentation substantially similar to the Registration Agreement) for a period or periods of Registration Statement and prospectus availability for Dealer or its affiliates (and, to the extent any Block Underwriter (as defined in the Registration Agreement) is not an affiliate of the Dealer and any such Block Underwriter has not completed the sale with respect to the Shares sold to the Block Underwriter by Dealer pursuant to the Registration Agreement and with respect to any Additional Securities sold by the Block Underwriter on behalf of Dealer pursuant to the Registration Agreement, such Block Underwriter) to complete the sale of the remaining number of Shares.

(c) Agreements and Acknowledgments Regarding Shares. Counterparty agrees and acknowledges that Dealer will sell (or cause its affiliates to sell) (and, to the extent any Block Underwriter (as defined in the Registration Agreement) is not an affiliate of the Dealer, that such Block Underwriter with respect to the Shares sold to the Block Underwriter by Dealer pursuant to the Registration Agreement and with respect to any Additional Securities sold by the Block Underwriter on behalf of Dealer pursuant to the Registration Agreement will sell), pursuant to a registration statement in the manner contemplated by the Registration Agreement, a number of Collateral Shares, Shares borrowed from Counterparty or third parties or other Shares equal to the Number of Transaction Shares (after giving effect to any reduction pursuant to Section 3(b)(ii) above), and each of Dealer and Counterparty currently believes that the Shares (up to the Number of Transaction Shares) delivered by Counterparty to Dealer pursuant to the Transaction may be used by Dealer to settle such sales or close out open Share borrowings created in the course of Dealer’s hedging activities related to its exposure under the Transaction without further registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and, to the extent such open Share borrowings have been established through Rehypothecation and such Rehypothecation has not been revoked by Counterparty, Dealer may close such open borrowings of Shares by netting its return obligation with respect to up to the Number of Transaction Shares against Counterparty’s Share delivery obligation hereunder.

(d) Fair Values; Indicative Unwind Amounts. On or prior to the end of every calendar month during the term of the Transaction or as otherwise reasonably requested by Counterparty Dealer will provide Counterparty by email a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail (and specifying, for the avoidance of doubt, relevant volatility inputs) the fair value of the Transaction determined by the Calculation Agent in a commercially reasonable manner, based on mid-market inputs. In addition, upon request by Counterparty, not more than twice annually, Dealer will provide Counterparty by email a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail (and specifying, for the avoidance of doubt, relevant volatility inputs) an indicative Close-out Amount for the Transaction, which will be determined by the Calculation Agent in a commercially reasonable manner, using its commercially reasonable market-standard valuation model for transactions of a type similar to the Transaction and taking into account the unwind of Dealer’s then-current Hedge Positions, as if the Transaction had been terminated with Counterparty as the sole Affected Party at such time.

4. Representations, Warranties and Covenants:

(a) Each party to this Confirmation represents and warrants to the other party that:

(i) it is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act or an “accredited investor” as defined in Section 2(a)(15)(ii) of the Securities Act; and

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(ii) it is an “eligible contract participant” as defined in the U.S. Commodity Exchange Act, as amended (the “CEA”), and this Confirmation and the Transaction hereunder are subject to individual negotiation by the parties and have not been executed or traded on a “trading facility” as defined in the CEA.

(b) Counterparty represents and warrants to, and agrees with, Dealer as of the date hereof (and, solely with respect to the representation and warranty set forth in Section 4(b)(i) below, as of any date that Counterparty notifies Dealer that a Settlement Method (including, for the avoidance of doubt, the Alternative Settlement) other than the Default Settlement Method applies or elects cash settlement of a Counterparty Payment Event under clause (o) under “Collateral” above or causes an Additional Termination Event under Section 5(n)(ii) below) that:

(i) it is not aware of any material non-public information concerning the Issuer or the Shares, and “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 securities of the Issuer;

(ii) it agrees that it will satisfy all applicable filing, reporting or other requirements, including Sections 13(d) and 13(g) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Shares and this Transaction and it will promptly notify Dealer after any such report filed under Sections 13(d) and 13(g) of the Exchange Act becomes publicly available;

(iii) it is not entering into this Confirmation to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares);

(iv) it is entering into this Confirmation and the Transaction in good faith, not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act, and it has not entered into or altered any corresponding or hedging transaction or position relating to the Shares;

(v) [Reserved]

(vi) [Reserved]

(vii) Counterparty is a “qualified investor” (as defined in Section 3(a)(54) of the Exchange Act); and

(viii) Counterparty is exclusively a tax resident of the Netherlands.

(c) In connection with this Confirmation and the Transaction, Counterparty agrees that:

(i) it shall not enter into or alter any hedging transaction relating to the Shares corresponding to or offsetting the Transaction;

(ii) it shall, upon the occurrence of any Event of Default or any event that would, with the giving of notice, the passage of time or the satisfaction of any condition, constitute an Event of Default in respect of which it is the Defaulting Party, notify Dealer reasonably promptly of the occurrence of such event; provided, however, that should Counterparty be in possession of material non-public information regarding the Issuer or the Shares, Counterparty shall only communicate such information to Dealer in connection with this Transaction as follows:

By email to:                     EMEAControlRoom-eu@nomura.com

Attention:                          Kevin Barry

(iii) if Cash Settlement applies to any Component pursuant to the provisions under the heading “Settlement Terms,” in Section 2 above, it shall not engage in any “distribution” (as defined in Regulation M) on the Valuation Date for such Component or the first Scheduled Trading Day thereafter, unless the Shares are “actively traded” (as defined in Rule 101(c)(1) of Regulation M) at such time.

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(d) Counterparty represents and warrants to, and covenants with, Dealer as of the date hereof, any Settlement Method Election Date on which Counterparty elects or is deemed to elect Cash Settlement and any date on which Counterparty makes payment to Dealer in connection with any settlement hereunder, that it is or will be, as the case may be, solvent and able to pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on the business in which it engages.

(e) Each of Dealer and Counterparty agrees that notwithstanding anything provided herein or the Agreement, and notwithstanding any express or implied claims of exclusivity or proprietary rights, the parties (and each of their employees, representatives or other agents) are authorized to disclose to any and all persons, beginning immediately upon commencement of their discussions and without limitation of any kind, the tax treatment and tax structure of the Transaction, and all materials of any kind (including opinions or other tax analyses) that are provided by either party to the other relating to such tax treatment and tax structure.

(f) Counterparty represents, warrants and agrees that (i) Counterparty is subject to civil and commercial laws with respect to its obligations hereunder, (ii) the execution, delivery and performance by it of this Confirmation constitute and will constitute private and commercial acts and not public or governmental acts, and (iii) neither Counterparty nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which Counterparty is organized and existing in respect of its obligations hereunder.

(g) Counterparty represents, warrants and agrees that (i) it has implemented and maintains, and will continue to maintain, in effect policies and procedures designed to ensure compliance by it and its managers, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and Counterparty and its managers, officers and employees and, to its knowledge, its agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects, (ii) none of (a) Counterparty or any of its managers, officers or employees, or (b) to the knowledge of Counterparty, any agent of Counterparty that will act in any capacity in connection with or benefit from the Transaction, is a Sanctioned Person, (iii) to the knowledge of Counterparty, the Transaction (including the use of proceeds of the Advance Amount) will not violate Anti-Corruption Laws or applicable Sanctions and (iv) Counterparty shall not use the proceeds of the Advance Amount (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person or entity in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with a Sanctioned Person, or in any Sanctioned Country, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to Counterparty from time to time concerning or relating to bribery or corruption, including, without limitation the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, and the UK Bribery Act.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury.

“Sanctioned Country” means, at any time, a country or territory which is the subject or target of territorial Sanctions.

“Sanctioned Person” means a Person that is, or is owned or controlled by Persons that are, (i) the subject of any Sanctions or (ii) located, organized, or resident in a Sanctioned Country.

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5. Miscellaneous:

(a) Early Termination. For purposes of this Confirmation, “Termination Currency” means United States Dollars.

(b) Set-Off and Netting. If on any date cash would otherwise be payable or Shares or other property would otherwise be deliverable hereunder, including, without limitation, following release from the security interest granted to Dealer under the “Collateral” section above (including in the form of payments or deliveries to or out of the Collateral Account pursuant to paragraph (j) under “Collateral” above) or pursuant to the Agreement or any Credit Support Document thereunder, by Dealer (in whatever capacity) to Counterparty and by Counterparty to Dealer (in whatever capacity) and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party’s obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation of the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

(c) Extension of Settlement. Counterparty and Dealer acknowledge that Counterparty may elect to sell Shares on any Valuation Date for a Revoked Component in order to satisfy its payment obligations therefor (any such sales, “Cash Settlement Sales”) (which Cash Settlement Sales and the settlement thereof, for the avoidance of doubt, will be subject to any applicable requirements herein, including, without limitation, Section 4(c)(iii)).

(1) If Counterparty reasonably believes that any Cash Settlement Sales would cause Counterparty to exceed the number of Shares that Counterparty is then permitted to sell under Rule 144 under the Securities Act, Counterparty may, or may cause its broker-dealer under the relevant Cash Settlement Sale to, deliver at least one Scheduled Trading Day’s prior written notice to Dealer to divide the specified Component(s) into new Components such that the relevant Cash Settlement Sales would not exceed such limitations under Rule 144 under the Securities Act.

(2) If the Calculation Agent reasonably determines that Dealer’s hedge unwind activity in respect of any Component would exceed 20% of the average daily trading volume in the Shares over the previous three months (as determined by the Calculation Agent), Dealer may divide such Component into new Components to the extent necessary to eliminate such excess; provided that Dealer may not divide the Transaction into a number of Components that is more than two times the original number of Components in reliance on this clause (2).

In the case of clause (1) or (2) above, the Calculation Agent will designate Scheduled Valuation Dates and Numbers of Shares for any such additional Components (provided that the aggregate Number of Shares for the new Components will equal the aggregate Number of Shares, or postponed portions thereof, for the original Components).

In the case of any postponement, in whole or in part, pursuant to this clause (c), of any Scheduled Valuation Date or Dates, (i) the Calculation Agent will postpone all Scheduled Valuation Dates that were originally scheduled to occur after the last Scheduled Valuation Date so postponed (prior to such postponement) by the same number of Scheduled Trading Days as such last Scheduled Valuation Date is so postponed, and (ii) the Calculation Agent, acting commercially reasonably, will adjust the other terms of the Transaction as appropriate to preserve the fair value of the Transaction to Dealer (provided that, in the case of clause (2) above, the Calculation Agent shall, to the extent reasonably practicable, make such adjustment solely for relevant volatility inputs by reference to the market for short-term listed options on the Shares if in the commercially reasonable judgment with the Calculation Agent, such market is sufficiently liquid).

(d) Assignment. Notwithstanding any provision of the Agreement to the contrary, Dealer may transfer and assign all of its rights and obligations under the Transaction without the consent of Counterparty to any affiliate of Dealer if such affiliate’s obligations hereunder are fully and unconditionally guaranteed by Dealer Parent pursuant to a guarantee in substantially the same form as Dealer Parent’s guarantee of Dealer’s obligations hereunder.

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(e) Designation by Dealer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive, or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty solely to the extent of any such performance.

(f) Severability; Illegality. Notwithstanding anything to the contrary in the Agreement, if compliance by either party with any provision of the Transaction would be unenforceable or illegal, (i) the parties shall negotiate in good faith to resolve such unenforceability or illegality in a manner that preserves the economic benefits of the transactions contemplated hereby and (ii) the other provisions of the Transaction shall not be invalidated, but shall remain in full force and effect.

(g) Recording of Conversations. Each party (i) consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties in connection with this Confirmation and the Transaction, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and (iii) agrees, to the extent permitted by applicable law, that recordings may be submitted in evidence in any Proceedings.

(h) Governing Law; Submission to Jurisdiction; Process Agents. The Agreement, this Confirmation and all matters and all non-contractual obligations arising out of or in connection with the Agreement and this Confirmation shall be governed by, and construed and enforced in accordance with, English Law. This Confirmation is also subject to, and incorporates, the jurisdiction provisions contained in Section 13(b) of the Agreement; provided that in the first line of Section 13(b) the following shall be inserted after the word “Agreement”: “including, without limitation, disputes relating to any non-contractual obligations arising out of or in connection with this Agreement”.

For the purpose of Section 13(c) of the Agreement:

(i) Contracts (Rights of Third Parties) Act 1999. A person who is not a party to this Confirmation has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Confirmation but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

(j) Waiver of Rights. Any provision of this Confirmation may be waived if, and only if, such waiver is in writing and signed by the party against whom the waiver is to be effective.

(k) 10b5-1. The parties intend for this Transaction to comply with the requirements of Rule 10b5-1(c)(1)(i)(A) and (B) under the Exchange Act and this Confirmation to constitute a binding contract or instruction satisfying the requirements of 10b5-1(c) and to be interpreted to comply with the requirements of Rule 10b5-1(c). Counterparty agrees that it will not seek to control or influence Dealer’s (or its affiliate’s) decision to

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make any purchases or sales of Shares in connection with the Transaction. Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this 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 10b5-1, and no such amendment, modification or waiver shall be made at any time at which Counterparty is aware of any material non-public information regarding the Issuer or the Shares.

(l) Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement or this Confirmation, in no event shall Dealer be entitled to receive (including by Rehypothecation), or be deemed to receive, any Shares (including any Collateral Shares) if, upon such receipt of such Shares by Dealer, Dealer and each Person subject to aggregation with Dealer under Section 13 or 16 of the Exchange Act and rules promulgated thereunder or any “group” that includes Dealer would “beneficially own” (in each case, within the meaning of Section and 13 and 16 of the Exchange Act and the rules promulgated thereunder) more than 4.5% of the outstanding Shares (an “Excess Ownership Position”). If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to effect such delivery shall not be extinguished and Counterparty shall effect such delivery as promptly as practicable after, but in no event later than one Clearance System Business Day after, Dealer gives notice to Counterparty that such delivery would not result in an Excess Ownership Position. Notwithstanding anything in the Agreement or this Confirmation to the contrary, Dealer shall not become the record or beneficial owner, or otherwise have any rights as a holder, of any Shares that Dealer is not entitled to receive at any time pursuant to this Section 5(l), until such time as such Shares are delivered pursuant to this Section 5(l).

(m) Securities Laws Matters. Notwithstanding anything to the contrary herein, in the Agreement or in the Equity Definitions, if Dealer reasonably determines, based on advice of counsel and following consultation with counsel to Counterparty, (x) on account of the adoption, promulgation or effectiveness of, or any change in, any applicable law, rule or regulation or the formal or informal interpretation thereof by the Securities and Exchange Commission or its staff, following the Trade Date, that any Shares delivered or to be delivered to Dealer by Counterparty in respect of the Transaction that otherwise would be used to close out open Share borrowings from third-party stock lenders (other than Counterparty) created in the course of Dealer’s hedging activities related to its exposure under the Transaction as described in Section 3(b) above may not be used to close out such open Share borrowings or (y) within six months (or, if the Issuer does not satisfy the information requirements of Rule 144(c), up to twelve months) following the Trade Date, Counterparty has revoked the Rehypothecation right and a Counterparty Payment Event occurs that Counterparty does not elect to settle in cash and the related Shares delivered or to be delivered to Dealer by Counterparty in respect of the Transaction would not be freely tradable under Section 5 of the Securities Act, in either case of clauses (x) and (y), then any required delivery of Shares (the “Restricted Shares”) by Counterparty shall be effected pursuant to the following paragraph, unless waived by Dealer.

Any delivery of Restricted Shares by Counterparty to Dealer (a “Private Placement Settlement”) shall be effected in accordance with customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Dealer (it being understood that Counterparty will not be required to, but, if requested by Dealer, Counterparty shall use commercially reasonable efforts to, cause to be certificated or legended, as applicable, any Restricted Shares not in certificated form or bearing a restrictive legend, as applicable). On the date of such delivery, Counterparty shall not have taken, or caused to be taken, any action that would make unavailable the “Section 4(1  ¹⁄₂)” exemption from Securities Act registration for the private placement by Dealer (or its affiliate) of such Restricted Shares. Counterparty and Dealer (or its affiliate) shall execute an agreement containing customary representations, covenants, indemnities to Dealer (or such affiliate), opinions and certificates, and such other documentation as is customary for private placements of equity securities of a similar size for a similar issuer, all reasonably acceptable to Dealer (it being understood that Issuer need not be party to such agreement). In the case of a Private Placement Settlement, following consultation with Counterparty, the Calculation Agent may adjust the number of Restricted Shares to be delivered to Dealer (or its designee) hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer (or its designee) and may only be saleable by Dealer (or such designee) at a discount to reflect the lack of liquidity in Restricted Shares and the nature and duration of the relevant restrictions applicable thereto. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this paragraph.

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(n) Additional Termination Events.

(i) At Counterparty’s sole election, it will constitute an Additional Termination Event with Dealer as the sole Affected Party if at any time Dealer Parent has a long-term issuer rating less than or equal to BBB- by Standard & Poor’s Ratings Services or its successor (“S&P”), or Baa3 by Moody’s Investors Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, less than or equal to an equivalent rating by a substitute rating agency mutually agreed by Counterparty and Dealer and, following such downgrade, the parties have negotiated in good faith for at least ten Exchange Business Days, and were unable to agree on, an acceptable form of Credit Support Annex to the Agreement with Dealer as the sole Pledgor.

(ii) At Counterparty’s sole election, upon at least ten Exchange Business Days’ notice, it will constitute an Additional Termination Event with Counterparty as the sole Affected Party.

(o) Bankruptcy Code. The parties hereto intend as follows: (A) Dealer is a “financial institution” within the meaning of Section 101(22) of the United States Bankruptcy Code (the “Bankruptcy Code”); (B) the Transaction is a “securities contract” as such term is defined in Section 741(7) of the Bankruptcy Code, qualifying for protection under Section 555 of the Bankruptcy Code and a swap agreement, as such term is defined in Section 101(53B) of the Bankruptcy Code, qualifying for protection under Section 560 of the Bankruptcy Code; (C) any cash, securities or other property provided as performance assurance, credit support or collateral with respect to the Transaction constitutes a “margin payment” as defined in Section 741(5) of the Bankruptcy Code and a “transfer” as defined in Section 101(54) of the Bankruptcy Code under a “swap agreement”; (D) a party’s right to liquidate the Transaction and to exercise any other remedies upon the occurrence of any Event of Default with respect to the other party to constitute a “contractual right” described in Sections 362(b)(6), 362(b)(17), 555 and 560 of the Bankruptcy Code; and (E) all payments for, under or in connection with the Transaction, all payments for Shares and the transfer of such Shares constitute “settlement payments” as defined in Section 741(8) of the Bankruptcy Code and “transfers” as defined in Section 101(54) of the Bankruptcy Code under a “swap agreement”.

(p) Method of Delivery. Subject to Section 5(e), whenever delivery of funds or other assets is required hereunder by or to Counterparty, such delivery shall be effected through Agent. In addition, all notices, demands and communications of any kind relating to the Transaction between Dealer and Counterparty shall be transmitted exclusively through Agent.

(q) Matters Related to Agent. Each of Dealer and Counterparty acknowledges to and agrees with the other party hereto and to and with the Agent that (i) Nomura Securities International, Inc. (the “Agent”) is acting as agent for Dealer under the Transaction pursuant to instructions from such party, (ii) the Agent is not a principal or party to the Transaction and may transfer its rights and obligations with respect to the Transaction, (iii) the Agent shall have no responsibility, obligation or liability to either party in respect of the Transaction, (iv) Dealer and the Agent have not given, and Counterparty is not relying (for purposes of making any investment decision or otherwise) upon, any statements, opinions or representations (whether written or oral) of Dealer or the Agent, other than the representations expressly set forth in this Confirmation or the Agreement, and (v) each party agrees to proceed solely against the other party, and not the Agent, to collect or recover any money or securities owed to it in connection with the Transaction. Each party hereto acknowledges and agrees that the Agent is an intended third party beneficiary hereunder. Counterparty acknowledges that the Agent is an affiliate of Dealer.

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(r) 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol. The parties agree that the terms of the 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol published by ISDA on July 19, 2013 (“Protocol”) apply to the Agreement as if the parties had adhered to the Protocol without amendment. In respect of the Attachment to the Protocol, (i) the definition of “Adherence Letter” shall be deemed to be deleted and references to “Adherence Letter” shall be deemed to be to this Section 5(r) (and references to “such party’s Adherence Letter” and “its Adherence Letter” shall be read accordingly), (ii) references to “adheres to the Protocol” shall be deemed to be “enters into the Agreement”, (iii) references to “Protocol Covered Agreement” shall be deemed to be references to the Agreement (and each “Protocol Covered Agreement” shall be read accordingly), and (iv) references to “Implementation Date” shall be deemed to be references to the date of this Agreement. For the purposes of this Section 5(r):

(s) NFC Representation Protocol. The parties agree that the provisions set out in the Attachment to the ISDA 2013 EMIR NFC Representation Protocol published by ISDA on March 8, 2013 (the “NFC Representation Protocol”) shall apply to the Agreement as if each party were an Adhering Party under the terms of the NFC Representation Protocol. In respect of the Attachment to the Protocol, (i) the definition of “Adherence Letter” shall be deemed to be deleted and references to “Adherence Letter” shall be deemed to be to this Section 5(s) (and references to “the relevant Adherence Letter” and “its Adherence Letter” shall be read accordingly), (ii) references to “adheres to the Protocol” shall be deemed to be “enters into this Agreement”, (iii) references to “Covered Master Agreement” shall be deemed to be references to the Agreement (and each “Covered Master Agreement” shall be read accordingly), and (iv) references to “Implementation Date” shall be deemed to be references to the date of the Agreement. Counterparty confirms that it enters into the Agreement as a party making the NFC Representation (as such term is defined in the NFC Representation Protocol). Counterparty shall promptly notify Dealer of any change to its status as a party making the NFC Representation.

(t) Transaction Reporting - Consent for Disclosure of Information. Notwithstanding anything to the contrary herein or in the Agreement or any non-disclosure, confidentiality or other agreements entered into between the parties from time to time, each party hereby consents to the Disclosure of information (the “Reporting Consent”):

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“Disclosure” means disclosure, reporting, retention, or any action similar or analogous to any of the aforementioned.

Disclosures made pursuant to this Reporting Consent may include, without limitation, Disclosure of information relating to disputes over transactions between the parties, a party’s identity, and certain transaction and pricing data and may result in such information becoming available to the public or recipients in a jurisdiction which may have a different level of protection for personal data from that of the relevant party’s home jurisdiction.

This Reporting Consent shall be deemed to constitute an agreement between the parties with respect to Disclosure in general and shall survive the termination of this Confirmation. No amendment to or termination of this Reporting Consent shall be effective unless such amendment or termination is made in writing between the parties and specifically refers to this Reporting Consent.

(u) Tax Forms. Counterparty shall provide to Dealer a valid U.S. Internal Revenue Service (“IRS”) Form W-8BEN (Rev. February 2006) on or before the date of execution of this Confirmation and will update such form if it becomes incorrect as a result of a change in facts. Furthermore, Counterparty shall provide to Dealer a valid IRS Form W-8BEN-E (or any successor thereto) (i) promptly upon reasonable request by Dealer, (ii) promptly upon a reasonable determination by Dealer that such Form W-8BEN-E is necessary for U.S. federal income tax purposes and (iii) promptly upon learning that any Form W-8BEN-E (or any successor thereto) previously provided by Counterparty has become incorrect; provided that, in the case of (i), any such Form W-8BEN-E shall not be required to be provided by Counterparty to Dealer prior to the first to occur of (A) Counterparty providing such Form W-8BEN-E to any third party and (B) Counterparty being able to make a good faith determination as to its status for FATCA purposes.

(v) Withholding Tax imposed on payments to non-US counterparties under the United States Foreign Account Tax Compliance Act. “Indemnifiable Tax” as defined in Section 14 of the Agreement shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. 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”). 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.

6. Addresses for Notice: For purposes of the Agreement (unless otherwise specified in the Agreement), the addresses for notice to the parties shall be:

(a) Addresses for notices or communications to Counterparty

Waha AC Coöperatief U.A.

Teleportboulevard 140

1043EJ Amsterdam

The Netherlands

Attn.: Mr. Evren Atasever

Phone: +31 (0)20 5405 800

Fax.: +31 (0)20 6447 011

with a copy to:

c/o Waha Capital PJSC

PO Box 28922

Abu Dhabi, UAE

32

Attention: General Counsel

Telephone: +971 2 667 7343

Fax: +971 2 667 7383

and a copy to:

waha-aer-notice@wahacapital.ae

(b) Addresses for notices or communications to Dealer

Nomura Securities International, Inc.

309 West 49th Street

New York, NY 10019

Attention: James Chenard

Telephone: (212) 667-1363

Facsimile: (646) 587-8740

Email: James.Chenard@nomura.com

with a copy to:

Nomura International plc

1 Angel Lane,

London EC4R 3AB

Attention: Josh Ponniah

Telephone: +44 (0) 20 710 34568

Email: Joshua.Ponniah@nomura.com

7. Accounts for Payment:

8. Delivery Instructions:

Unless otherwise directed in writing, any Share to be delivered hereunder shall be delivered as follows:

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This Confirmation may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Counterparty hereby agrees to check this Confirmation and to confirm that the foregoing correctly sets forth the terms of the Transaction by signing in the space provided below and returning a facsimile of the fully-executed Confirmation to Dealer. Originals shall be provided for your execution upon your request.

We are very pleased to have executed the Transaction with you and we look forward to completing other transactions with you in the near future.

[Signature page of Funded Collar Confirmation]

Counterparty hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date.

[Signature page of Funded Collar Confirmation]

ANNEX A

For each Component, the Number of Options and the Scheduled Valuation Date is set forth below:

Annex A – 1

Annex A – 2

Annex A – 3

Exhibit 99.9

CONFIRMATION

Dear Sir or Madam,

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

In this Confirmation, “Dealer” means Citibank N.A., London Branch and “Counterparty” means Waha AC Coöperatief U.A.

This Confirmation shall supplement, form a part of and be subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement (the “ISDA Form”), as published by the International Swaps and Derivatives Association, Inc., as if Dealer and Counterparty had executed the ISDA Form (without any Schedule thereto) on the date hereof. All provisions contained in the Agreement are incorporated into and shall govern this Confirmation except as expressly modified below. This Confirmation evidences a complete and binding agreement between you and us as to the terms of the Transaction and replaces any previous agreement between us with respect to the subject matter hereof. This Confirmation shall be deemed to supplement, form part of and be subject to the Agreement.

If there exists any ISDA Master Agreement between Dealer and Counterparty or any confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between Dealer and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which Dealer and Counterparty are parties, the Transaction shall not, unless expressly agreed by Dealer and Counterparty, be considered a Transaction under, or otherwise governed by, such existing or deemed ISDA Master Agreement.

General Terms:

2

3

Exercise:

Valuation:

In respect of any Component:

4

Settlement Terms:

In respect of any Component:

5

6

Dividends:

Share Adjustments:

In respect of any Component:

Extraordinary Events:

7

Consequences of Merger Events:

8

Consequences of Tender Offers:

Additional Disruption Events:

9

10

Representations:

Agreements and Acknowledgments

11

12

13

14

15

16

17

18

19

20

21

3. Matters relating to the Purchase of Shares and Related Matters:

(a) Conditions to Effectiveness. If the conditions to effectiveness set forth below have not been satisfied (or waived by Dealer) by September 8, 2014 (or such later date as agreed upon by the parties hereto), the parties shall have no further obligations in connection with the Transaction (including in respect of the Advance Amount), other than in respect of breaches of representations or covenants on or prior to such date:

(i) all of the conditions set forth in Section 6 of the Registration Agreement, among WAHA AC Coöperatief U.A., AerCap Holdings N.V., Citigroup Global Capital Markets Inc., Deutsche Bank Securities Inc., Nomura International plc, Citibank N.A., London Branch, and Deutsche Bank AG, London Branch, and relating to 14,923,306 Ordinary Shares, par value €0.01 per share of AerCap Holdings N.V., dated as of September 2, 2014 (the “Registration Agreement”) shall have been satisfied; (ii) the representations and warranties of Counterparty contained in the Registration Agreement and any certificate delivered pursuant thereto by Counterparty shall be true and correct on the Effective Date as if made as of the Effective Date;

(iii) Counterparty shall have performed all of the obligations required to be performed by it under the Registration Agreement on or prior to the Effective Date;

(iv) all of the representations and warranties of Counterparty hereunder and under the Agreement shall be true and correct on the Effective Date;

(v) Counterparty shall have performed all of the obligations required to be performed by it hereunder and under the Agreement on or prior to the Effective Date;

(vi) Counterparty shall have provided evidence to Dealer, and Dealer shall be reasonably satisfied, that the existing security interests on the Collateral securing the USD 750,000,000 Term and Revolving Facilities Agreement between, among others, Waha Capital PJSC, as Borrower, the Subsidiaries, as Original Guarantors, the lenders from time to time thereto, HSBC Bank plc, as Facility Agent and HSBC Corporate Trustee Company (UK) Limited, as Global Security Agent, dated as of March 27, 2014 have been released and any related financing statements have been terminated;

(vii) Counterparty shall have provided a legal opinion to Dealer in the form agreed to between Counterparty and Dealer;

(viii) all documents and instruments, required by law or reasonably requested by Dealer to be filed, registered or recorded to create the security interests intended to be created by the Security Deed and perfect or record such security interests shall have been filed, registered or recorded or delivered to Dealer for filing, registration or recording; and

(ix) the Security Deed shall have been duly executed and delivered and perfection steps over the Collateral Shares required in the relevant jurisdiction shall have been completed on or prior to the Effective Date.

(b) Certain Adjustments and Terminations

(i) If (A) at least six Initial Available Days shall not have occurred or will not occur after the Trade Date and on or prior to September 15, 2014, (B) at least 17 Available Days shall not have occurred or will not occur on or after November 15, 2014 (or, if earlier, the date of the first regular trading session for the

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Shares immediately following the date the Issuer files a Current Report on Form 6-K that is incorporated by reference in the Registration Statement and the Prospectus (each as defined in the Registration Agreement), in each case as then amended and/or supplemented and including the third quarter of the 2014 fiscal year financial statements and pro forma financial statements required by the Securities Act for the Registration Statement and Prospectus, in each case as amended and/or supplemented, to be usable for sales of the Offered Securities and Additional Securities (each as defined in the Registration Agreement)) (such date, the “Second Window Date”) and on or prior to December 15, 2014 (provided that, in the event that the Second Window Date occurs prior to November 15, 2014, the reference to “17” in this clause (B) shall be increased by the number of Scheduled Trading Days, if any, in the period beginning on and including the Second Window Date and ending on, but excluding, November 15, 2014) or (C) at least 13 Available Days shall not have occurred or will not occur on or after February 20, 2015 (or, if earlier, the date of the first regular trading session for the Shares immediately following the date the Issuer files a Current Report on Form 6-K that is incorporated by reference in the Registration Statement and the Prospectus (each as defined in the Registration Agreement), in each case as then amended and/or supplemented and including the fourth quarter of the 2014 fiscal year financial statements and pro forma financial statements required by the Securities Act for the Registration Statement and Prospectus, in each case as amended and/or supplemented, to be usable for sales of the Offered Securities and Additional Securities (each as defined in the Registration Agreement)) (such date, the “Third Window Date”) and on or prior to March 15, 2015 (provided that, in the event that the Third Window Date occurs prior to February 20, 2015, the reference to “13” in this clause (C) shall be increased by the number of Scheduled Trading Days, if any, in the period beginning on and including the Third Window Date and ending on, but excluding, February 20, 2015) (each of the events in clauses (A), (B) and (C), an “Unavailability Event”) and, in any case, the Calculation Agent determines that Dealer’s theoretical “delta” on any day after such Unavailability Event until March 15, 2015 exceeds the sum of the number of Additional Securities (as defined in the Registration Agreement) and Offered Securities (as defined in the Registration Agreement) sold by Dealer and its affiliates pursuant to the Registration Agreement (and, to the extent any Block Underwriter (as defined in the Registration Agreement) is not an affiliate of the Dealer, by each such Block Underwriter with respect to the Shares sold to the Block Underwriter by Dealer pursuant to the Registration Agreement and with respect to any Additional Securities sold by the Block Underwriter on behalf of Dealer pursuant to the Registration Agreement) in connection with the Transaction prior to such day, the Calculation Agent may make any commercially reasonable adjustments to the terms of the Transaction as appropriate to preserve the fair value of the Transaction to Dealer. An “Initial Available Day” means a Scheduled Trading Day on which (a) the Exchange is open during its full regularly scheduled trading hours (and not, for the avoidance of doubt, a half-day, scheduled or otherwise), (b) a Market Disruption Event has not occurred or is continuing (except for any Market Disruption Event that occurs or is continuing on such Scheduled Trading Day where (x) the duration of all Market Disruption Events on such Scheduled Trading Day does not exceed, in the aggregate, thirty minutes and (y) no Market Disruption Event occurs or is continuing during the thirty-minute period ending at the Scheduled Closing Time on such Scheduled Trading Day) and (c) the Registration Statement and Prospectus thereunder, each as defined under the Registration Agreement are available for use for the sale of Shares in the manner contemplated in the Registration Agreement. An “Available Day” means a Scheduled Trading Day on which (a) the Exchange is open during its full regularly scheduled trading hours (and not, for the avoidance of doubt, a half-day, scheduled or otherwise), (b) a Market Disruption Event has not occurred or is continuing (except for any Market Disruption Event that occurs or is continuing on such Scheduled Trading Day where (x) the duration of all Market Disruption Events on such Scheduled Trading Day does not exceed, in the aggregate, two hours and (y) no Market Disruption Event occurs or is continuing during the thirty-minute period ending at the Scheduled Closing Time on such Scheduled Trading Day) and (c) the Registration Statement and Prospectus thereunder, each as defined under the Registration Agreement are available for use for the sale of Shares in the manner contemplated in the Registration Agreement.

(ii) If despite Dealer’s commercially reasonable efforts to complete the relevant sales, Dealer or its affiliates (and, to the extent any Block Underwriter (as defined in the Registration Agreement) is not an affiliate of the Dealer, each such Block Underwriter with respect to the Shares sold to the Block Underwriter by Dealer pursuant to the Registration Agreement and with respect to any Additional Securities sold by the Block Underwriter on behalf of Dealer pursuant to the Registration Agreement) have not completed the sale, in connection with the Transaction, of, in aggregate, a number of Offered Securities (as defined in the Registration Agreement) and Additional Securities (as defined in the Registration Agreement) equal to the Number of Transaction Shares prior to March 15, 2015 (a “Double Print Failure”), Dealer will, following consultation

23

with Counterparty, reduce the Number of Transaction Shares hereunder (in which case the Number of Options for each Component shall be proportionately reduced) such that the Number of Transaction Shares is equal to the number of Shares sold pursuant to the Registration Agreement prior to such time, require a proportional refund of the Advance Amount within three Currency Business Days following notice to Counterparty and against return of Rehypothecated Shares in excess of the Number of Transaction Shares following such reduction, and make any other commercially reasonable adjustments to the terms of the Transaction as appropriate to reflect the cost (or benefit) related to any unwind of any excess theoretical “delta” and such Double Print Failure after giving effect to such reduction to the Number of Transaction Shares; provided that in lieu of the foregoing, Counterparty may elect to provide, on terms commercially reasonable to Dealer (including provisions for any inability to adjust its Hedge Position as a result of such Double Print Failure and the entry into documentation substantially similar to the Registration Agreement) for a period or periods of Registration Statement and prospectus availability for Dealer or its affiliates (and, to the extent any Block Underwriter (as defined in the Registration Agreement) is not an affiliate of the Dealer and any such Block Underwriter has not completed the sale with respect to the Shares sold to the Block Underwriter by Dealer pursuant to the Registration Agreement and with respect to any Additional Securities sold by the Block Underwriter on behalf of Dealer pursuant to the Registration Agreement, such Block Underwriter) to complete the sale of the remaining number of Shares.

(c) Agreements and Acknowledgments Regarding Shares. Counterparty agrees and acknowledges that Dealer will sell (or cause its affiliates to sell) (and, to the extent any Block Underwriter (as defined in the Registration Agreement) is not an affiliate of the Dealer, that such Block Underwriter with respect to the Shares sold to the Block Underwriter by Dealer pursuant to the Registration Agreement and with respect to any Additional Securities sold by the Block Underwriter on behalf of Dealer pursuant to the Registration Agreement will sell), pursuant to a registration statement in the manner contemplated by the Registration Agreement, a number of Collateral Shares, Shares borrowed from Counterparty or third parties or other Shares equal to the Number of Transaction Shares (after giving effect to any reduction pursuant to Section 3(b)(ii) above), and each of Dealer and Counterparty currently believes that the Shares (up to the Number of Transaction Shares) delivered by Counterparty to Dealer pursuant to the Transaction may be used by Dealer to settle such sales or close out open Share borrowings created in the course of Dealer’s hedging activities related to its exposure under the Transaction without further registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and, to the extent such open Share borrowings have been established through Rehypothecation and such Rehypothecation has not been revoked by Counterparty, Dealer may close such open borrowings of Shares by netting its return obligation with respect to up to the Number of Transaction Shares against Counterparty’s Share delivery obligation hereunder.

(d) Fair Values; Indicative Unwind Amounts. On or prior to the end of every calendar month during the term of the Transaction or as otherwise reasonably requested by Counterparty Dealer will provide Counterparty by email a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail (and specifying, for the avoidance of doubt, relevant volatility inputs) the fair value of the Transaction determined by the Calculation Agent in a commercially reasonable manner, based on mid-market inputs. In addition, upon request by Counterparty, not more than twice annually, Dealer will provide Counterparty by email a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail (and specifying, for the avoidance of doubt, relevant volatility inputs) an indicative Close-out Amount for the Transaction, which will be determined by the Calculation Agent in a commercially reasonable manner, using its commercially reasonable market-standard valuation model for transactions of a type similar to the Transaction and taking into account the unwind of Dealer’s then-current Hedge Positions, as if the Transaction had been terminated with Counterparty as the sole Affected Party at such time.

4. Representations, Warranties and Covenants:

(a) Each party to this Confirmation represents and warrants to the other party that:

(i) it is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act or an “accredited investor” as defined in Section 2(a)(15)(ii) of the Securities Act; and

24

(ii) it is an “eligible contract participant” as defined in the U.S. Commodity Exchange Act, as amended (the “CEA”), and this Confirmation and the Transaction hereunder are subject to individual negotiation by the parties and have not been executed or traded on a “trading facility” as defined in the CEA.

(b) Counterparty represents and warrants to, and agrees with, Dealer as of the date hereof (and, solely with respect to the representation and warranty set forth in Section 4(b)(i) below, as of any date that Counterparty notifies Dealer that a Settlement Method (including, for the avoidance of doubt, the Alternative Settlement) other than the Default Settlement Method applies or elects cash settlement of a Counterparty Payment Event under clause (o) under “Collateral” above or causes an Additional Termination Event under Section 5(n)(ii) below) that:

(i) it is not aware of any material non-public information concerning the Issuer or the Shares, and “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 securities of the Issuer;

(ii) it agrees that it will satisfy all applicable filing, reporting or other requirements, including Sections 13(d) and 13(g) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Shares and this Transaction and it will promptly notify Dealer after any such report filed under Sections 13(d) and 13(g) of the Exchange Act becomes publicly available;

(iii) it is not entering into this Confirmation to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares);

(iv) it is entering into this Confirmation and the Transaction in good faith, not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act, and it has not entered into or altered any corresponding or hedging transaction or position relating to the Shares;

(v) [Reserved]

(vi) [Reserved]

(vii) Counterparty is a “qualified investor” (as defined in Section 3(a)(54) of the Exchange Act); and

(viii) Counterparty is exclusively a tax resident of the Netherlands.

(c) In connection with this Confirmation and the Transaction, Counterparty agrees that:

(i) it shall not enter into or alter any hedging transaction relating to the Shares corresponding to or offsetting the Transaction;

(ii) it shall, upon the occurrence of any Event of Default or any event that would, with the giving of notice, the passage of time or the satisfaction of any condition, constitute an Event of Default in respect of which it is the Defaulting Party, notify Dealer reasonably promptly of the occurrence of such event; provided, however, that should Counterparty be in possession of material non-public information regarding the Issuer or the Shares, Counterparty shall only communicate such information to Dealer in connection with this Transaction as follows:

25

(iii) if Cash Settlement applies to any Component pursuant to the provisions under the heading “Settlement Terms,” in Section 2 above, it shall not engage in any “distribution” (as defined in Regulation M) on the Valuation Date for such Component or the first Scheduled Trading Day thereafter, unless the Shares are “actively traded” (as defined in Rule 101(c)(1) of Regulation M) at such time.

(d) Counterparty represents and warrants to, and covenants with, Dealer as of the date hereof, any Settlement Method Election Date on which Counterparty elects or is deemed to elect Cash Settlement and any date on which Counterparty makes payment to Dealer in connection with any settlement hereunder, that it is or will be, as the case may be, solvent and able to pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on the business in which it engages.

(e) Each of Dealer and Counterparty agrees that notwithstanding anything provided herein or the Agreement, and notwithstanding any express or implied claims of exclusivity or proprietary rights, the parties (and each of their employees, representatives or other agents) are authorized to disclose to any and all persons, beginning immediately upon commencement of their discussions and without limitation of any kind, the tax treatment and tax structure of the Transaction, and all materials of any kind (including opinions or other tax analyses) that are provided by either party to the other relating to such tax treatment and tax structure.

(f) Counterparty represents, warrants and agrees that (i) Counterparty is subject to civil and commercial laws with respect to its obligations hereunder, (ii) the execution, delivery and performance by it of this Confirmation constitute and will constitute private and commercial acts and not public or governmental acts, and (iii) neither Counterparty nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which Counterparty is organized and existing in respect of its obligations hereunder.

(g) Counterparty represents, warrants and agrees that (i) it has implemented and maintains, and will continue to maintain, in effect policies and procedures designed to ensure compliance by it and its managers, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and Counterparty and its managers, officers and employees and, to its knowledge, its agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects, (ii) none of (a) Counterparty or any of its managers, officers or employees, or (b) to the knowledge of Counterparty, any agent of Counterparty that will act in any capacity in connection with or benefit from the Transaction, is a Sanctioned Person, (iii) to the knowledge of Counterparty, the Transaction (including the use of proceeds of the Advance Amount) will not violate Anti-Corruption Laws or applicable Sanctions and (iv) Counterparty shall not use the proceeds of the Advance Amount (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person or entity in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with a Sanctioned Person, or in any Sanctioned Country, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to Counterparty from time to time concerning or relating to bribery or corruption, including, without limitation the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, and the UK Bribery Act.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury.

“Sanctioned Country” means, at any time, a country or territory which is the subject or target of territorial Sanctions.

“Sanctioned Person” means a Person that is, or is owned or controlled by Persons that are, (i) the subject of any Sanctions or (ii) located, organized, or resident in a Sanctioned Country.

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5. Miscellaneous:

(a) Early Termination. For purposes of this Confirmation, “Termination Currency” means United States Dollars.

(b) Set-Off and Netting. If on any date cash would otherwise be payable or Shares or other property would otherwise be deliverable hereunder, including, without limitation, following release from the security interest granted to Dealer under the “Collateral” section above (including in the form of payments or deliveries to or out of the Collateral Account pursuant to paragraph (j) under “Collateral” above) or pursuant to the Agreement or any Credit Support Document thereunder, by Dealer (in whatever capacity) to Counterparty and by Counterparty to Dealer (in whatever capacity) and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party’s obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation of the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

(c) Extension of Settlement. Counterparty and Dealer acknowledge that Counterparty may elect to sell Shares on any Valuation Date for a Revoked Component in order to satisfy its payment obligations therefor (any such sales, “Cash Settlement Sales”) (which Cash Settlement Sales and the settlement thereof, for the avoidance of doubt, will be subject to any applicable requirements herein, including, without limitation, Section 4(c)(iii)).

(1) If Counterparty reasonably believes that any Cash Settlement Sales would cause Counterparty to exceed the number of Shares that Counterparty is then permitted to sell under Rule 144 under the Securities Act, Counterparty may, or may cause its broker-dealer under the relevant Cash Settlement Sale to, deliver at least one Scheduled Trading Day’s prior written notice to Dealer to divide the specified Component(s) into new Components such that the relevant Cash Settlement Sales would not exceed such limitations under Rule 144 under the Securities Act.

(2) If the Calculation Agent reasonably determines that Dealer’s hedge unwind activity in respect of any Component would exceed 20% of the average daily trading volume in the Shares over the previous three months (as determined by the Calculation Agent), Dealer may divide such Component into new Components to the extent necessary to eliminate such excess; provided that Dealer may not divide the Transaction into a number of Components that is more than two times the original number of Components in reliance on this clause (2).

In the case of clause (1) or (2) above, the Calculation Agent will designate Scheduled Valuation Dates and Numbers of Shares for any such additional Components (provided that the aggregate Number of Shares for the new Components will equal the aggregate Number of Shares, or postponed portions thereof, for the original Components).

In the case of any postponement, in whole or in part, pursuant to this clause (c), of any Scheduled Valuation Date or Dates, (i) the Calculation Agent will postpone all Scheduled Valuation Dates that were originally scheduled to occur after the last Scheduled Valuation Date so postponed (prior to such postponement) by the same number of Scheduled Trading Days as such last Scheduled Valuation Date is so postponed, and (ii) the Calculation Agent, acting commercially reasonably, will adjust the other terms of the Transaction as appropriate to preserve the fair value of the Transaction to Dealer (provided that, in the case of clause (2) above, the Calculation Agent shall, to the extent reasonably practicable, make such adjustment solely for relevant volatility inputs by reference to the market for short-term listed options on the Shares if in the commercially reasonable judgment with the Calculation Agent, such market is sufficiently liquid).

(d) Assignment. Notwithstanding any provision of the Agreement to the contrary, Dealer may transfer and assign all of its rights and obligations under the Transaction without the consent of Counterparty to any affiliate of Dealer if (x) the obligations of such affiliate are fully guaranteed by Dealer pursuant to customary

27

guarantee in a form generally used by Dealer for similar transactions, which guarantee is reasonably satisfactory to Counterparty, or (y) the long-term credit rating of such affiliate is at least as high as Dealer’s long-term credit rating at such time, as rated by each of S&P and Moody’s (each as defined below), or if only one of such rating agencies provides such a rating for the relevant affiliate of Dealer, as rated by such rating agency, or, if either S&P or Moody’s ceases to provide such rating for Dealer, as rated by a substitute rating agency mutually agreed by Counterparty and Dealer.

(e) Designation by Dealer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive, or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty solely to the extent of any such performance.

(f) Severability; Illegality. Notwithstanding anything to the contrary in the Agreement, if compliance by either party with any provision of the Transaction would be unenforceable or illegal, (i) the parties shall negotiate in good faith to resolve such unenforceability or illegality in a manner that preserves the economic benefits of the transactions contemplated hereby and (ii) the other provisions of the Transaction shall not be invalidated, but shall remain in full force and effect.

(g) Recording of Conversations. Each party (i) consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties in connection with this Confirmation and the Transaction, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and (iii) agrees, to the extent permitted by applicable law, that recordings may be submitted in evidence in any Proceedings.

(h) Governing Law; Submission to Jurisdiction; Process Agents. The Agreement, this Confirmation and all matters and all non-contractual obligations arising out of or in connection with the Agreement and this Confirmation shall be governed by, and construed and enforced in accordance with, English Law. This Confirmation is also subject to, and incorporates, the jurisdiction provisions contained in Section 13(b) of the Agreement; provided that in the first line of Section 13(b) the following shall be inserted after the word “Agreement”: “including, without limitation, disputes relating to any non-contractual obligations arising out of or in connection with this Agreement”.

For the purpose of Section 13(c) of the Agreement:

(i) Contracts (Rights of Third Parties) Act 1999. A person who is not a party to this Confirmation has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Confirmation but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

(j) Waiver of Rights. Any provision of this Confirmation may be waived if, and only if, such waiver is in writing and signed by the party against whom the waiver is to be effective.

(k) 10b5-1. The parties intend for this Transaction to comply with the requirements of Rule 10b5-1(c)(1)(i)(A) and (B) under the Exchange Act and this Confirmation to constitute a binding contract or

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instruction satisfying the requirements of 10b5-1(c) and to be interpreted to comply with the requirements of Rule 10b5-1(c). Counterparty agrees that it will not seek to control or influence Dealer’s (or its affiliate’s) decision to make any purchases or sales of Shares in connection with the Transaction. Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this 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 10b5-1, and no such amendment, modification or waiver shall be made at any time at which Counterparty is aware of any material non-public information regarding the Issuer or the Shares.

(l) Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement or this Confirmation, in no event shall Dealer be entitled to receive (including by Rehypothecation), or be deemed to receive, any Shares (including any Collateral Shares) if, upon such receipt of such Shares by Dealer, Dealer and each Person subject to aggregation with Dealer under Section 13 or 16 of the Exchange Act and rules promulgated thereunder or any “group” that includes Dealer would “beneficially own” (in each case, within the meaning of Section and 13 and 16 of the Exchange Act and the rules promulgated thereunder) more than 4.5% of the outstanding Shares (an “Excess Ownership Position”). If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to effect such delivery shall not be extinguished and Counterparty shall effect such delivery as promptly as practicable after, but in no event later than one Clearance System Business Day after, Dealer gives notice to Counterparty that such delivery would not result in an Excess Ownership Position. Notwithstanding anything in the Agreement or this Confirmation to the contrary, Dealer shall not become the record or beneficial owner, or otherwise have any rights as a holder, of any Shares that Dealer is not entitled to receive at any time pursuant to this Section 5(l), until such time as such Shares are delivered pursuant to this Section 5(l).

(m) Securities Laws Matters. Notwithstanding anything to the contrary herein, in the Agreement or in the Equity Definitions, if Dealer reasonably determines, based on advice of counsel and following consultation with counsel to Counterparty, (x) on account of the adoption, promulgation or effectiveness of, or any change in, any applicable law, rule or regulation or the formal or informal interpretation thereof by the Securities and Exchange Commission or its staff, following the Trade Date, that any Shares delivered or to be delivered to Dealer by Counterparty in respect of the Transaction that otherwise would be used to close out open Share borrowings from third-party stock lenders (other than Counterparty) created in the course of Dealer’s hedging activities related to its exposure under the Transaction as described in Section 3(b) above may not be used to close out such open Share borrowings or (y) within six months (or, if the Issuer does not satisfy the information requirements of Rule 144(c), up to twelve months) following the Trade Date, Counterparty has revoked the Rehypothecation right and a Counterparty Payment Event occurs that Counterparty does not elect to settle in cash and the related Shares delivered or to be delivered to Dealer by Counterparty in respect of the Transaction would not be freely tradable under Section 5 of the Securities Act, in either case of clauses (x) and (y), then any required delivery of Shares (the “Restricted Shares”) by Counterparty shall be effected pursuant to the following paragraph, unless waived by Dealer.

Any delivery of Restricted Shares by Counterparty to Dealer (a “Private Placement Settlement”) shall be effected in accordance with customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Dealer (it being understood that Counterparty will not be required to, but, if requested by Dealer, Counterparty shall use commercially reasonable efforts to, cause to be certificated or legended, as applicable, any Restricted Shares not in certificated form or bearing a restrictive legend, as applicable). On the date of such delivery, Counterparty shall not have taken, or caused to be taken, any action that would make unavailable the “Section 4(1  ¹⁄₂)” exemption from Securities Act registration for the private placement by Dealer (or its affiliate) of such Restricted Shares. Counterparty and Dealer (or its affiliate) shall execute an agreement containing customary representations, covenants, indemnities to Dealer (or such affiliate), opinions and certificates, and such other documentation as is customary for private placements of equity securities of a similar size for a similar issuer, all reasonably acceptable to Dealer (it being understood that Issuer need not be party to such agreement). In the case of a Private Placement Settlement, following consultation with Counterparty, the Calculation Agent may adjust the number of Restricted Shares to be delivered to Dealer (or its designee) hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer (or its designee) and may only be saleable by Dealer (or such designee) at a discount to reflect the lack of liquidity in

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Restricted Shares and the nature and duration of the relevant restrictions applicable thereto. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this paragraph.

(n) Additional Termination Events.

(i) At Counterparty’s sole election, it will constitute an Additional Termination Event with Dealer as the sole Affected Party if at any time Dealer has a long-term issuer rating less than or equal to BBB- by Standard & Poor’s Ratings Services or its successor (“S&P”), or Baa3 by Moody’s Investors Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, less than or equal to an equivalent rating by a substitute rating agency mutually agreed by Counterparty and Dealer and, following such downgrade, the parties have negotiated in good faith for at least ten Exchange Business Days, and were unable to agree on, an acceptable form of Credit Support Annex to the Agreement with Dealer as the sole Pledgor.

(ii) At Counterparty’s sole election, upon at least ten Exchange Business Days’ notice, it will constitute an Additional Termination Event with Counterparty as the sole Affected Party.

(o) Bankruptcy Code. The parties hereto intend as follows: (A) Dealer is a “financial institution” within the meaning of Section 101(22) of the United States Bankruptcy Code (the “Bankruptcy Code”); (B) the Transaction is a “securities contract” as such term is defined in Section 741(7) of the Bankruptcy Code, qualifying for protection under Section 555 of the Bankruptcy Code and a swap agreement, as such term is defined in Section 101(53B) of the Bankruptcy Code, qualifying for protection under Section 560 of the Bankruptcy Code; (C) any cash, securities or other property provided as performance assurance, credit support or collateral with respect to the Transaction constitutes a “margin payment” as defined in Section 741(5) of the Bankruptcy Code and a “transfer” as defined in Section 101(54) of the Bankruptcy Code under a “swap agreement”; (D) a party’s right to liquidate the Transaction and to exercise any other remedies upon the occurrence of any Event of Default with respect to the other party to constitute a “contractual right” described in Sections 362(b)(6), 362(b)(17), 555 and 560 of the Bankruptcy Code; and (E) all payments for, under or in connection with the Transaction, all payments for Shares and the transfer of such Shares constitute “settlement payments” as defined in Section 741(8) of the Bankruptcy Code and “transfers” as defined in Section 101(54) of the Bankruptcy Code under a “swap agreement”.

(p) [Reserved]

(q) [Reserved]

(r) 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol. The parties agree that the terms of the 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol published by ISDA on July 19, 2013 (“Protocol”) apply to the Agreement as if the parties had adhered to the Protocol without amendment. In respect of the Attachment to the Protocol, (i) the definition of “Adherence Letter” shall be deemed to be deleted and references to “Adherence Letter” shall be deemed to be to this Section 5(r) (and references to “such party’s Adherence Letter” and “its Adherence Letter” shall be read accordingly), (ii) references to “adheres to the Protocol” shall be deemed to be “enters into the Agreement”, (iii) references to “Protocol Covered Agreement” shall be deemed to be references to the Agreement (and each “Protocol Covered Agreement” shall be read accordingly), and (iv) references to “Implementation Date” shall be deemed to be references to the date of this Agreement. For the purposes of this Section 5(r):

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(s) NFC Representation Protocol. The parties agree that the provisions set out in the Attachment to the ISDA 2013 EMIR NFC Representation Protocol published by ISDA on March 8, 2013 (the “NFC Representation Protocol”) shall apply to the Agreement as if each party were an Adhering Party under the terms of the NFC Representation Protocol. In respect of the Attachment to the Protocol, (i) the definition of “Adherence Letter” shall be deemed to be deleted and references to “Adherence Letter” shall be deemed to be to this Section 5(s) (and references to “the relevant Adherence Letter” and “its Adherence Letter” shall be read accordingly), (ii) references to “adheres to the Protocol” shall be deemed to be “enters into this Agreement”, (iii) references to “Covered Master Agreement” shall be deemed to be references to the Agreement (and each “Covered Master Agreement” shall be read accordingly), and (iv) references to “Implementation Date” shall be deemed to be references to the date of the Agreement. Counterparty confirms that it enters into the Agreement as a party making the NFC Representation (as such term is defined in the NFC Representation Protocol). Counterparty shall promptly notify Dealer of any change to its status as a party making the NFC Representation.

(t) Transaction Reporting - Consent for Disclosure of Information. Notwithstanding anything to the contrary herein or in the Agreement or any non-disclosure, confidentiality or other agreements entered into between the parties from time to time, each party hereby consents to the Disclosure of information (the “Reporting Consent”):

“Disclosure” means disclosure, reporting, retention, or any action similar or analogous to any of the aforementioned.

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Disclosures made pursuant to this Reporting Consent may include, without limitation, Disclosure of information relating to disputes over transactions between the parties, a party’s identity, and certain transaction and pricing data and may result in such information becoming available to the public or recipients in a jurisdiction which may have a different level of protection for personal data from that of the relevant party’s home jurisdiction.

This Reporting Consent shall be deemed to constitute an agreement between the parties with respect to Disclosure in general and shall survive the termination of this Confirmation. No amendment to or termination of this Reporting Consent shall be effective unless such amendment or termination is made in writing between the parties and specifically refers to this Reporting Consent.

(u) Tax Forms. Counterparty shall provide to Dealer a valid U.S. Internal Revenue Service (“IRS”) Form W-8BEN (Rev. February 2006) on or before the date of execution of this Confirmation and will update such form if it becomes incorrect as a result of a change in facts. Furthermore, Counterparty shall provide to Dealer a valid IRS Form W-8BEN-E (or any successor thereto) (i) promptly upon reasonable request by Dealer, (ii) promptly upon a reasonable determination by Dealer that such Form W-8BEN-E is necessary for U.S. federal income tax purposes and (iii) promptly upon learning that any Form W-8BEN-E (or any successor thereto) previously provided by Counterparty has become incorrect; provided that, in the case of (i), any such Form W-8BEN-E shall not be required to be provided by Counterparty to Dealer prior to the first to occur of (A) Counterparty providing such Form W-8BEN-E to any third party, (B) Counterparty being able to make a good faith determination as to its status for FATCA purposes , and (C) January 1, 2015.

(v) Withholding Tax imposed on payments to non-US counterparties under the United States Foreign Account Tax Compliance Act. “Indemnifiable Tax” as defined in Section 14 of the Agreement shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. 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”). 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.

6. Addresses for Notice: For purposes of the Agreement (unless otherwise specified in the Agreement), the addresses for notice to the parties shall be:

(a) Addresses for notices or communications to Counterparty

Waha AC Coöperatief U.A.

Teleportboulevard 140

1043EJ Amsterdam

The Netherlands

Attn.: Mr. Evren Atasever

Phone: +31 (0)20 5405 800

Fax.: +31 (0)20 6447 011

with a copy to:

c/o Waha Capital PJSC

PO Box 28922

Abu Dhabi, UAE

Attention: General Counsel

Telephone: +971 2 667 7343

Fax: +971 2 667 7383

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and a copy to:

waha-aer-notice@wahacapital.ae

(b) Addresses for notices or communications to Dealer

Citibank N.A., London Branch

33 Canada Square

London E14 5LB

United Kingdom

Attention: Strategic Equity Solutions

Email: ecmss@citi.com; eq.us.corporates.mo@citi.com

with a copy to:

Citibank N.A.

388 Greenwich Street

NY 10013, USA

Attention: Strategic Equity Solutions

7. Accounts for Payment:

8. Delivery Instructions:

Unless otherwise directed in writing, any Share to be delivered hereunder shall be delivered as follows:

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This Confirmation may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Counterparty hereby agrees to check this Confirmation and to confirm that the foregoing correctly sets forth the terms of the Transaction by signing in the space provided below and returning a facsimile of the fully-executed Confirmation to Dealer. Originals shall be provided for your execution upon your request.

We are very pleased to have executed the Transaction with you and we look forward to completing other transactions with you in the near future.

[Signature page of Funded Collar Confirmation]

Counterparty hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date.

[Signature page of Funded Collar Confirmation]

ANNEX A

For each Component, the Number of Options and the Scheduled Valuation Date is set forth below:

Annex A – 1

Annex A – 2

Annex A – 3

Exhibit 99.10

EXECUTION VERSION

SECURITY DEED DATED 3 SEPTEMBER 2014

BETWEEN:

and

WHEREAS:

NOW THEREFORE, this Security Deed witnesseth as follows:

When used in this Security Deed the following terms shall have the following meanings:

“Accounts” means the Cash Account and the Securities Account;

“Cash Account” means any cash account maintained by the Custodian for the account of Party B under the Custody Agreement;

“Collateral Shares” the Shares held in the Accounts;

“Custodian” means Deutsche Bank AG, London Branch;

“Custody Agreement” means the Custody Agreement between Party B and the Custodian dated 1 September 2014;

“Early Termination Date” means an “Early Termination Date” for the purposes of the Agreement as defined therein;

“Enforcement Event” means the occurrence or designation of an Early Termination Date under any Transaction as a result of an Event of Default in respect of which Party B is the Defaulting Party or, following the designation of an Early Termination Date, a failure by Party B to pay amounts due from it under the Agreement within the applicable grace period following such date.

EXECUTION VERSION

(For the purposes of this definition, “Defaulting Party” and “Transaction” shall have the meaning given to them in the Agreement);

“Event of Default” means an “Event of Default” for the purposes of the Agreement as defined therein;

“Income” means any dividends or other distributions of any kind whatsoever with respect to the Collateral Shares;

“Regulations” means the Financial Collateral Arrangements (No. 2) Regulations 2003 (SI 2003 No. 3226) as amended;

“Secured Obligations” means all obligations of Party B arising pursuant to the Agreement and this Security Deed;

“Securities Account” means any securities account maintained by the Custodian for the account of Party B under the Custody Agreement.

“Security Assets” means all right, title and interest Party B has or may at any time have in the Accounts and in all securities, cash and other assets (and all rights, benefits and proceeds attaching thereto or arising therefrom or in respect thereof) standing to the credit of the Accounts (and in each case including where relevant any interest in such securities, cash or assets accruing by virtue of the fact that the securities, cash or assets are held in a clearance or settlement system, or by a custodian or other intermediary and also including all rights to receive Income, redemption amounts, cash or other securities or assets arising from such securities, cash or assets); and

“Shares” shall have the meaning given to it in the Confirmation.

Capitalised terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement.

- 2 -

EXECUTION VERSION

- 3 -

EXECUTION VERSION

- 4 -

EXECUTION VERSION

- 5 -

EXECUTION VERSION

- 6 -

EXECUTION VERSION

Deutsche Bank AG, acting through its London branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

Attention: Head of Legal

Fax: +44 20 7545 4437

Waha AC Coöperatief U.A.

Teleportboulevard 140,

Amsterdam,

Noord-Holland 1043

EJ, Netherlands

Attention:               General Counsel

Fax No:                  +971 2 667 7383

E-mail:                   tammer.qaddumi@wahacapital.ae

- 7 -

EXECUTION VERSION

IN WITNESS WHEREOF Party B has executed and delivered this Security Deed as a Deed on the date first above written by

EXECUTED as a DEED

by WAHA AC COÖPERATIEF U.A.

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EXECUTION VERSION

SCHEDULE 1

FORM OF NOTICE AND ACKNOWLEDGEMENT

PART 1

- Schedule 1-1 -

EXECUTION VERSION

NOTICE TO CUSTODIAN

NOTICE dated 3 SEPTEMBER 2014