Wells Fargo Bank, National Association375 Park Avenue New York, NY 10152 Attn: Structuring Services Group Email: CorporateDerivativeNotifications@wellsfargo.com DATE: December 6, 2016 TO: Teradyne, Inc. North Reading, MA 01864 ATTENTION: Michael...

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Attn: Structuring Services Group

Email:
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Procedures for Exercise:

In respect of any Component

Section 6.3(a) of the Equity Definitions shall be amended (i) by deleting the words “at any time during the one hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and replacing them with the words “at any time during the regular trading session on the Exchange, without regard to after hours or any other trading outside of the regular trading session hours”; (ii) by amending and restating clause (a)(iii) thereof in its entirety to read as follows: “(iii) an Early Closure that the Calculation Agent determines is material”; and (iii) by adding the words “or (iv) a Regulatory Disruption” after clause (a)(iii) as restated above.

Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.

Valuation:

In respect of any Component:

Settlement Terms:

In respect of any Component:

Calculation Agent Adjustment; provided that the Equity Definitions shall be amended by replacing the words “diluting or concentrative” in Sections 11.2(a), 11.2(c) (in two instances) and 11.2(e)(vii) with the word “material” and by adding the words “or the Transaction” after the words “theoretical value of the relevant Shares” in Section 11.2(a), 11.2(c) and 11.2(e)(vii); provided further that, adjustments may be made to account for changes in volatility, expected dividends, stock loan rate and liquidity relative to the relevant Shares. Notwithstanding anything to the contrary herein, any cash dividend or distribution on the Shares, whether or not extraordinary, shall be governed by the “Dividends” provisions above in lieu of Article 10 or Section 11.2(c) of the Equity Definitions.

In addition, if a Disrupted Day occurs, the Calculation Agent may adjust any relevant terms of the Transaction as it determines appropriate to account for the economic effect on the Transaction of such occurrence.

Applicable; provided that if an event occurs that constitutes both a Merger Event under Section 12.1(b) of the Equity Definitions and an Additional Termination Event under paragraph 5(d) of this Confirmation, the provisions of Section 12.2 of the Equity Definitions will apply; provided further that Section 12.1(b) of the Equity Definitions is hereby amended by (i) adding the words “or Issuer” after the words “relevant Shares”; (ii) deleting the word “or” after the parenthetical in line 10 thereof; (iii) deleting the remainder of Section 12.1(b) following the definition of “Reverse Merger” in subsection (iv) thereof; (iv) adding the words “(v) the sale or transfer of all or substantially all of the assets of the Issuer, (vi) any acquisition by Issuer or any of its subsidiaries where the estimated value of the aggregate value transferable by or to the Issuer or its subsidiaries exceeds 35% of the market capitalization of the Issuer, in each case, as determined by the Calculation Agent as of the date such acquisition is first announced, (vii) any lease, exchange, transfer, disposition (including, without limitation, by way of spin-off or distribution) of assets (including, without limitation, any capital stock or other ownership interests or other ownership interest in the Issuer’s subsidiaries) or other similar event by Issuer or any of its subsidiaries where the estimated value of the aggregate value transferable to or from the Issuer or its subsidiaries exceeds 15% of the market capitalization of the Issuer, in each case, as determined by the Calculation Agent as of the date such transaction is first announced or (viii) any transaction with respect to which Issuer or its board of directors has a legal obligation to make a recommendation to its shareholders in respect of such transaction (whether pursuant to Rule 14e-2 under the Exchange Act or otherwise)” after subsection (iv).

Notwithstanding anything to the contrary contained in this Confirmation, if an event is both a Merger Event and a Potential Adjustment Event, such event shall be treated as a Merger Event and not as a Potential Adjustment Event.

Share-for-Share:

Share-for-Other:

Share-for-Combined:

Share-for-Share:

Share-for-Other:

Share-for-Combined:

For greater certainty, the definition of “Modified Calculation Agent Adjustment” in Sections 12.2 and 12.3 of the Equity Definitions shall be amended by adding the following italicized language after the parenthetical provision: “(including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or to the Transaction) from the Exchange Business Day immediately preceding the Announcement Date or the Determination Date, as applicable, to a date following the Merger Date (Section 12.2) or Tender Offer Date (Section 12.3) determined by the Calculation Agent in its commercially reasonable discretion”.

If, in respect of any Merger Event to which Modified Calculation Agent Adjustment applies, the adjustments to be made in accordance with Section 12.2(e)(i) of the Equity Definitions would result in Counterparty being different from the issuer of the Shares, then with respect to such Merger Event, as a condition precedent to the adjustments contemplated in Section 12.2(e)(i) of the Equity Definitions, Dealer, the issuer of the Affected Shares and the entity that will be the issuer of the New Shares shall, prior to the Merger Date, have entered into such documentation containing representations, warranties and agreements relating to securities law and other issues as requested by Dealer that Dealer has determined, in its reasonable discretion, to be reasonably necessary or appropriate to allow Dealer to continue as a party to the Transaction, as adjusted under Section 12.2(e)(i) of the Equity Definitions, and to preserve its hedging or hedge unwind activities in connection with the Transaction in a manner compliant with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer, and if such conditions are not met or if the Calculation Agent determines that no adjustment that it could make under Section 12.2(e)(i) of the Equity Definitions will produce a commercially reasonable result, then, at Dealer’s election, the consequences set forth in Section 12.2(e)(ii) of the Equity Definitions shall apply.

Change in Law:

Applicable; provided that

(I) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or announcement or statement of, the formal or informal interpretation”; (ii) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position”; (iii) immediately before the phrase “it has become illegal” in clause (X) thereof, adding the phrase “it will, or there is a substantial likelihood that it will, within the next 10 calendar days, but before the Termination Date of the Transaction become, or”, (iv) immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date” and (v) adding the following proviso to the end of clause (Y) thereof: “provided that such party has used commercially reasonable efforts to avoid such increased cost on terms reasonably acceptable to the Hedging Party” (it being understood that such party need not take any action that does not meet the Avoidance Criteria)”; and

(II) Section 12.9(b)(i) of the Equity Definitions is hereby amended by adding the following at the end thereof: “(to the extent an event constitutes a Change in Law pursuant to clause (Y) of Section 12.9(a)(ii) of the Equity Definitions and an Increased Cost of Hedging, such event shall be deemed to only constitute an Increased Cost of Hedging)”.

Avoidance Criteria:

“Avoidance Criteria” means, with respect to an action, as determined by the Hedging Party in good faith, that:

(i) such action is legal and complies with all applicable regulations, rules (including by self-regulatory organizations) and policies (including internal policies),

(ii) if such party is to establish one or more alternative Hedge Positions, there is sufficient liquidity in those alternative Hedge Positions available for that Hedging Party to hedge,

(iii) by taking such action, there would not be a material risk that such Hedging Party would incur, any one or more of an increased performance cost or hedging cost, additional tax, duty, expense, fee or penalty or, increased capital charges, or a material operational or administrative burden,

(iv) is known by the party triggering the consequence of the relevant Additional Disruption Event or generally known by market participants,

(v) would not require the Hedging Party to enter into any position or positions that would, either alone or in aggregate, have any impact on any relevant investment quota, position limitation or other similar investment level restriction to which that Hedging Party is subject,

(vi) would not result in the occurrence of any Event of Default, Termination Event, Potential Adjustment Event or Extraordinary Event, or any other event that may trigger either a termination or cancellation of the Transaction or any adjustment to the economic terms of the Transaction,

(vii) would not require the Hedging Party to make to any government or regulatory authority any additional filing or submission or any filing or submission that would result in any change of status or position of that Hedging Party in accordance with any relevant securities laws, rules and regulations and

(viii) would not otherwise have any material adverse consequence for the Hedging Party.

Failure to Deliver:

Insolvency Filing:

Hedging Disruption:

Applicable; provided that the Hedging Party shall use commercially reasonable efforts to avoid a Hedging Disruption on terms reasonably acceptable to the Hedging Party (it being understood that such party need not take any action that does not meet the Avoidance Criteria); provided further that:

(I) Section 12.9(a)(v) of the Equity Definitions is hereby modified by (i) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date”, and (ii) inserting the following three phrases at the end of such Section:

“For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. For the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms.”, and

(II) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”.

Increased Cost of Hedging:

Loss of Stock Borrow:

Borrow Cost:

Maximum Stock Loan Rate:

Increased Cost of Stock Borrow:

Initial Stock Loan Rate:

FED FUNDS:

Hedging Party:

Hedge Positions:

the representations and warranties of Counterparty set forth in Section 2 of the Purchase Agreement dated as of the Trade Date among Counterparty, Barclays Capital Inc. and ▇▇▇▇▇▇▇

Repurchase Notices. Counterparty shall, on any day on which Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Warrant Equity Percentage as determined on such day is (i) equal to or greater than 8.0% or (ii) greater by 0.5% than the Warrant Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrant Equity Percentage as of the Trade Date). The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the product of the Number of Warrants in aggregate and the Warrant Entitlement under this Transaction and any other warrant transaction between the parties and (B) the denominator of which is the number of Shares outstanding on such day. Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and out-of-pocket expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person may become subject to, in each case, as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation),

Alternative Calculations and Counterparty Payment on Early Termination and on Certain Extraordinary Events. If Counterparty owes Dealer any amount in connection with the Transaction (i) pursuant to Sections 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to holders of Shares as a result of such event consists solely of cash) or (ii) pursuant to Section 6(d)(ii) of the Agreement (except in the case of an Event of Default under Section 5(a)(i), (ii), (iii), (iv), (v), (vi) or (viii) in which Counterparty is the Defaulting Party that resulted from an event or events within Counterparty’s control or a Termination Event under Section 5(b) of the Agreement with respect to which Counterparty is an Affected Party and that resulted from an event or events within Counterparty’s control) (a “Payment Obligation”), Counterparty shall satisfy any such Payment Obligation by delivery of Termination Delivery Units (as defined below) unless Counterparty elects to satisfy such Payment Obligation by delivery of cash by giving irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than noon New York time on the Early Termination Date or other date the Transaction is cancelled or terminated, as applicable, where such notice shall include a representation and warranty from Counterparty that it is not, as of the date of the telephonic notice and the date of such written notice, aware of any material non-public information concerning itself or the shares (where “material” shall have the meaning set forth in paragraph 5(l) below); provided that Dealer shall have the right, in its sole discretion and notwithstanding any election by Counterparty to the contrary, to elect to satisfy any such Payment Obligation (x) by delivery of Termination Delivery Units or (y) by delivery of cash in the event of (i) an Extraordinary Event in which the consideration or proceeds to be paid to holders of Shares as a result of such event consists solely of cash or (ii) Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party, which Event of Default or Termination Event resulted from an event or events within Counterparty’s control. Where Counterparty is required to deliver Termination Delivery Units Counterparty shall deliver to Dealer a number of Termination Delivery Units having a fair market value (net of any brokerage and underwriting commissions and fees, including any customary private placement fees) equal to the amount of such Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent as the number of whole Termination Delivery Units that could be sold over a commercially reasonable period of time to generate proceeds equal to the cash equivalent of such Payment Obligation). In addition, if, in the good faith reasonable judgment of Dealer, for any reason, the Termination

If Counterparty elects to settle the Transaction pursuant to this clause (i) (a “Private Placement Settlement”), then delivery of Restricted Shares by Counterparty shall be effected in customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Dealer; provided that Counterparty may not elect a Private Placement Settlement if, on the date of its election, it has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(a)(2) of the Securities Act for the sale by Counterparty to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer). The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer or its affiliates, as the case may be, due diligence rights (for Dealer or its affiliates or any designated buyer of the Restricted Shares by Dealer or its affiliates), opinions and certificates, and such other documentation as is customary for private placement agreements of substantially similar size for similar issuers, all reasonably acceptable to Dealer. In the case of a Private Placement Settlement, Dealer shall determine the commercially reasonable discount (in the case of

(A) If (ii) above is applicable and the Aggregate Option Settlement Amount or the Payment Obligation, as applicable, exceeds the realized net proceeds from such resale, or if (i) above is applicable and the Freely Tradeable Value (as defined below) of the Aggregate Option Settlement Amount or the Payment Obligation (in each case as adjusted pursuant to (i) above), as applicable, exceeds the realized net proceeds from such resale, Counterparty shall transfer to Dealer by the open of the regular trading session on the Exchange on the Scheduled Trading Day immediately following the last day of the Resale Period the amount of such excess (the “Additional Amount”), at Counterparty’s option, either in cash or in a number of Shares (“Make-whole Shares”; provided that the aggregate number of Shares and Make-whole Shares delivered shall not exceed the Maximum Amount) that, based on the Settlement Price on the last day of the Resale Period (as if such day was the “Valuation Date” for purposes of computing such Settlement Price), has a value equal to the Additional Amount. The Resale Period shall continue to enable the sale of the Make-whole Shares. If Counterparty elects to pay the Additional Amount in Make-whole Shares, the requirements and provisions for either Private Placement Settlement or Registration Settlement shall apply to such payment.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder, Automatic Exercise shall not apply with respect thereto, and no

Maximum Share Delivery. Notwithstanding any other provision of this Confirmation or the Agreement, in no event will Counterparty be required to deliver more than two times the Number of Shares (the “Maximum Amount”) in the aggregate to Dealer in connection with the Transaction, subject to adjustment from time to time in accordance with the provisions of this Confirmation or the Equity Definitions. Counterparty represents and warrants to Dealer (which

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