Exhibit 10.1


 


[____]


[____]


[____]


 


	To:	
         

        Haemonetics Corporation

        125 Summer Street

        Boston, Massachusetts 02110

        Attention: 

        Telephone No.: 

        Email:

	From:	
         

         

	Re:	Base Call Option Transaction
	Date:	March 2, 2021



 

 



 


Dear Ladies and Gentlemen:


 


The purpose of this
letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction
entered into between [____] (“Dealer”) and Haemonetics Corporation (“Counterparty”) as of
the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation”
as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve
as the final documentation for the Transaction.


 


The definitions and
provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published
by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation.
In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain
defined terms used herein are based on terms that are defined in the Offering Memorandum dated March 2, 2021 (the “Offering
Memorandum”) relating to the 0.00% Convertible Senior Notes due 2026 (as originally issued by Counterparty, the “Convertible
Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty
in an aggregate initial principal amount of USD 435,000,000 (as increased by up to an aggregate principal amount of USD 65,000,000
if and to the extent that the Initial Purchasers (as defined herein) exercise their option to purchase additional Convertible Notes
pursuant to the Purchase Agreement (as defined herein)) pursuant to an Indenture to be dated March 5, 2021 between Counterparty
and U.S. Bank National Association, as trustee (the “Indenture”). In the event of any inconsistency between
the terms defined in the Offering Memorandum, the Indenture and this Confirmation, this Confirmation shall govern. The parties
acknowledge that this Confirmation is entered into on the date hereof with the understanding that (i) definitions set forth in
the Indenture which are also defined herein by reference to the Indenture and (ii) sections of the Indenture that are referred
to herein will conform to the descriptions thereof in the Offering Memorandum. If any such definitions in the Indenture or any
such sections of the Indenture differ from the descriptions thereof in the Offering Memorandum, the descriptions thereof in the
Offering Memorandum will govern for purposes of this Confirmation. The parties further acknowledge that the Indenture section numbers
used herein are based on the draft of the Indenture last reviewed by Dealer as of the date of this Confirmation, and if any such
section numbers are changed in the Indenture as executed, the parties will amend this Confirmation in good faith to preserve the
intent of the parties. Subject to the foregoing, references to the Indenture herein are references to the Indenture as in effect
on the date of its execution, and if the Indenture is amended or supplemented following such date (other than any amendment or
supplement (x) pursuant to Section 8.01(I) of the Indenture that, as determined by the Calculation Agent, conforms the Indenture
to the description of Convertible Notes in the Offering Memorandum or (y) pursuant to Section 5.09 of the Indenture, subject, in
the case of this clause (y), to the second paragraph under “Method of Adjustment” in Section 3), any such amendment
or supplement will be disregarded for purposes of this Confirmation (other than as provided in Section 9(j)(iv) below) unless the
parties agree otherwise in writing. For purposes of the Equity Definitions, the Transaction shall be deemed a Share Option Transaction.


 






     


     


    

 


Each party is hereby
advised, and each such party acknowledges, that the other party has engaged in, or refrained from engaging in, substantial financial
transactions and has taken other material actions in reliance upon the parties’ entry into the Transaction to which this
Confirmation relates on the terms and conditions set forth below.


 


		1.	This Confirmation evidences a complete and binding agreement between Dealer and Counterparty as
to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be
subject to an agreement in the form of the 2002 ISDA Master Agreement (the “Agreement”) as if Dealer and Counterparty
had executed an agreement in such form on the Trade Date (but without any Schedule except for (i) the election of the laws of the
State of New York as the governing law (without reference to choice of law doctrine)) on the Trade Date, (ii) in respect of Section
5(a)(vi) of the Agreement, the election that the “Cross Default” provisions shall apply to Dealer with (a) a “Threshold
Amount” of three percent of the shareholders’ equity of Dealer’s ultimate parent as of the Trade Date, (b) the
deletion of the phrase “, or becoming capable at such time of being declared,” from clause (1) and (c) the following
language added to the end thereof: “Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute
an Event of Default if (x) the default was caused solely by error or omission of an administrative or operational nature; (y) funds
were available to enable the party to make the payment when due; and (z) the payment is made within two Local Business Days of
such party’s receipt of written notice of its failure to pay.”, (iii) the term “Specified Indebtedness”
shall have the meaning specified in Section 14 of the Agreement, except that such term shall not include obligations in respect
of deposits received in the ordinary course of a party’s banking business, and (iv) following the payment of the Premium,
the condition precedent in Section 2(a)(iii) of the Agreement with respect to Events of Default or Potential Events of Default
(other than an Event of Default or Potential Event of Default arising under Section 5(a)(ii), 5(a)(iv) or 5(a)(vii) of the Agreement)
shall not apply to a payment or delivery owing by Dealer to Counterparty. In the event of any inconsistency between provisions
of the Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction to which this Confirmation
relates. The parties hereby agree that no transaction other than the Transaction to which this Confirmation relates shall be governed
by the Agreement.



 


		2.	The terms of the particular Transaction to which this Confirmation relates are as follows:



 


General Terms.


 


		Trade	Date:March 2, 2021



 



		Effective Date:	The second Scheduled Trading Day immediately
prior to the Premium Payment Date, subject to Section 9(x).



 



		Option Style:	“Modified American”, as described
under “Procedures for Exercise” below.



 



		Option Type:	Call



 


		Buyer:	Counterparty



 


		Seller:	Dealer



 


		Shares:	The common stock of Haemonetics Corporation (“Issuer”), par value USD 0.01 per
share (Exchange symbol “HAE”).



 


		Number of Options:	435,000. For the avoidance of doubt, the
Number of Options shall be reduced by any Options exercised by Counterparty. In no event will the Number of Options be less than
zero.



 



		Applicable Percentage:	[__]% 




 


		Option Entitlement:	A number equal to the product of the
Applicable Percentage and 5.7033.




 






    2 


     


    

 


	 	Strike Price:	USD 175.3371



 


		Cap Price:	USD 250.4800



 


		Premium:	USD [___]



 


		Premium Payment Date: 	March 5, 2021



 


		Exchange:	New York Stock Exchange



 


		Related Exchange(s): 	All Exchanges




 


		Excluded Provisions:	Section 5.07 and Section 5.06 of the Indenture.



 


Procedures  for Exercise. 



 


		Conversion Date:	With respect to any conversion of a Convertible
Note (other than any conversion of Convertible Notes with a Conversion Date occurring prior to the Free Convertibility Date (any
such conversion, an “Early Conversion”), to which the provisions of Section 9(j)(iii) of this Confirmation
shall apply), the date on which the Holder (as such term is defined in the Indenture) of such Convertible Note satisfies all of
the requirements for conversion thereof as set forth in Section 5.02(A) of the Indenture.




 


		Free Convertibility Date:	September 1, 2025




 


		Expiration Time: 	The Valuation Time




 


		Expiration Date:	March 1, 2026, subject to earlier exercise.




 


		Multiple Exercise:	Applicable, as described under “Automatic
Exercise” below.




 


		Automatic Exercise:	Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date
in respect of which a “Notice of Conversion” (as defined in the Indenture) that is effective as to Counterparty has
been delivered by the relevant converting Holder, a number of Options equal to the number of Convertible Notes in denominations
of USD 1,000 as to which such Conversion Date has occurred shall be deemed to be automatically exercised as follows: (a) if Counterparty
has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below with respect to such Options,
any such Options outstanding as of 5:00 p.m. (New York City Time) on the Expiration Date shall be deemed to be automatically exercised
as described under “Notice of Exercise” below; or (b) if Counterparty has not provided such Notice of Exercise to
Dealer in accordance with “Notice of Exercise” below, such Options shall be deemed to be automatically exercised as
described under “Automatic Exercise on Expiration Date” below.




 


			Notwithstanding the foregoing, in no event shall the number of Options that are exercised or
                                                                                              deemed exercised hereunder exceed the Number of Options.



 






    3 


     


    


 


		Automatic Exercise on Expiration Date:	Notwithstanding anything
to the contrary herein or in the Equity Definitions, unless Counterparty notified Dealer in writing prior to 5:00 P.M., New York
City time, on the Expiration Date that it does not wish automatic exercise to occur, all Options then outstanding as of 5:00 P.M.,
New York City time, on the Expiration Date (other than any Options for which Dealer has received a Notice of Exercise in accordance
with “Notice of Exercise” below) shall be deemed to be automatically exercised as if (i) a number of Convertible Securities
(in denominations of USD 1,000 principal amount) equal to such number of then-outstanding Options were converted with a Conversion
Date occurring on or after the Free Convertibility Date, regardless of whether or not such Convertible Securities are then-outstanding,
and (ii) Net Share Settlement shall be applicable to such deemed exercise; provided that no such automatic exercise pursuant
to this sentence shall occur if the Relevant Price for each Valid Day during the Settlement Averaging Period is less than or equal
to the Strike Price.




 


		Notice of Exercise:	Notwithstanding anything to the contrary
in the Equity Definitions, Counterparty may exercise any Options relating to Convertible Notes with a Conversion Date occurring
on or after the Free Convertibility Date, by notifying Dealer in writing (which, for the avoidance of doubt, may be by email)
before 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date specifying the number
of such Options; provided, further, that if the Relevant Settlement Method for such Options is (x) Cash Settlement or (y)
Combination Settlement, Dealer shall have received a separate notice (the “Notice of Final Settlement Method”)
(which, for the avoidance of doubt, may be by email) in respect of all such Convertible Notes before 5:00 p.m. (New York City
time) on the Free Convertibility Date specifying (1) the Relevant Settlement Method for such Options, and (2) if the settlement
method for the related Convertible Notes is not Settlement in Cash (as defined below), the fixed amount of cash per Convertible
Note that Counterparty has elected to deliver to Holders (as such term is defined in the Indenture) of the related Convertible
Notes (the “Specified Cash Amount”). Counterparty acknowledges its responsibilities under applicable securities
laws, and in particular Section 9 and Section 10(b) of the Exchange Act (as defined below) and the rules and regulations thereunder,
in respect of any election of a settlement method with respect to the Convertible Notes.




 


		Valuation Time:	At the close of trading of the regular trading
session on the Exchange; provided that if the principal trading session is extended, the Calculation Agent shall determine
the Valuation Time in good faith and in its commercially reasonable discretion.



 






    4 


     


    

 


		Market Disruption Event:	Section 6.3(a) of the Equity Definitions
is hereby replaced in its entirety by the following:




 


		 	“‘Market Disruption Event’ means, in respect
of a Share, (i) a failure by the primary United States national or regional securities exchange or market on which the Shares
are then listed, or if the Shares are not then listed on a United States national or regional securities exchange, the principal
other market on which the Shares are then traded, to open for trading during its regular trading session or (ii) the occurrence
or existence, for more than one half-hour period in the aggregate, of any suspension or limitation imposed on trading (by reason
of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Shares or in any options
contracts or futures contracts relating to the Shares, and such suspension or limitation occurs or exists at any time before 1:00
p.m. (New York City time) on any Scheduled Valid Day.”




 


Settlement Terms.




 


		Settlement Method:	For any Option, Net Share Settlement; provided
that if the Relevant Settlement Method set forth below for such Option is not Net Share Settlement, then the Settlement Method
for such Option shall be such Relevant Settlement Method, but only if Counterparty shall have notified Dealer of the Relevant
Settlement Method in the Notice of Final Settlement Method for such Option.




 


		Relevant Settlement Method:	In respect of any Option:




 


			(i) if Counterparty has elected, or is deemed to have elected, in a combination of cash and
                                                                                  Shares pursuant to Section 5.03(A)(y) of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each
                                                                                  case, the Relevant Settlement Method for such Option shall be Net Share Settlement;




 


			(ii) if Counterparty has elected to settle its conversion obligations in respect of the
                                                                                   related Convertible Note in a combination of cash and Shares pursuant to Section 5.03(A)(y) of the Indenture with a Specified
                                                                                   Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement;
                                                                                   and




 


			(iii) if Counterparty has elected to settle its conversion obligations in respect of the
                                                                                    related Convertible Note entirely in cash pursuant to Section 5.03(A)(x) of the Indenture (such settlement method,
                                                                                    “Settlement in Cash”), then the Relevant Settlement Method for such Option shall be Cash Settlement.




 


		Net Share Settlement:	If Net Share Settlement is applicable
to any Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date for
each such Option, a number of Shares (the “Net Share Settlement Amount”) equal to the sum, for each Valid Day
during the Settlement Averaging Period for each such Option, of (i) (a) the Daily Option Value for such Valid Day, divided
by (b) the Relevant Price on such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period.



 






    5 


     


    

 


			Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect
                                                                                     to any Net Share Settlement Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging
                                                                                     Period.




 


		Combination Settlement:	If Combination Settlement is applicable
to any Option exercised or deemed exercised hereunder, Dealer will pay or deliver, as the case may be, to Counterparty, on the
relevant Settlement Date for each such Option:



 


		(i)	cash (the “Combination Settlement Cash Amount”) equal to the sum, for each Valid
Day during the Settlement Averaging Period for such Option, of (A) an amount (the “Daily Combination Settlement Cash Amount”)
equal to the lesser of (1) the product of (x) the Applicable Percentage and (y) the Specified Cash Amount minus USD 1,000
and (2) the Daily Option Value, divided by (B) the number of Valid Days in the Settlement Averaging Period; provided
that if the calculation in clause (A) above results in zero or a negative number for any Valid Day, the Daily Combination Settlement
Cash Amount for such Valid Day shall be deemed to be zero; and



 


		(ii)	Shares (the “Combination Settlement Share Amount”) equal to the sum, for each
Valid Day during the Settlement Averaging Period for such Option, of a number of Shares for such Valid Day (the “Daily
Combination Settlement Share Amount”) equal to (A) (1) the Daily Option Value on such Valid Day minus the
Daily Combination Settlement Cash Amount for such Valid Day, divided by (2) the Relevant Price on such Valid Day, divided
by (B) the number of Valid Days in the Settlement Averaging Period; provided that if the calculation in sub-clause (A)(1)
above results in zero or a negative number for any Valid Day, the Daily Combination Settlement Share Amount for such Valid Day
shall be deemed to be zero.



 


			Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect
                                                                                     to any Combination Settlement Share Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging
                                                                                     Period.




 


		Cash Settlement:	If Cash Settlement is applicable to any
Option exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty,
on the relevant Settlement Date for each such Option, an amount of cash (the “Cash Settlement Amount”) equal
to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of (i) the Daily Option Value for such
Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period.



 






    6 


     


    

 


		Daily Option Value:	For any Valid Day, an amount equal to
(i) the Option Entitlement on such Valid Day, multiplied by (ii) (A) the lesser of the Relevant Price on such Valid Day
and the Cap Price, less (B) the Strike Price on such Valid Day; provided that if the calculation contained in clause
(ii) above results in a negative number, the Daily Option Value for such Valid Day shall be deemed to be zero. In no event will
the Daily Option Value be less than zero.




 


		Valid Day:	A day on which (i) there is no Market Disruption
Event and (ii) trading in the Shares generally occurs on the principal United States national or regional securities exchange
on which the Shares are then listed or, if the Shares are not then listed on a United States national or regional securities exchange,
on the principal other market on which the Shares are then traded. If the Shares are not so listed or traded, “Valid Day”
means a Business Day.




 


		Scheduled Valid Day:	A day that is scheduled to be a Valid Day
on the principal U.S. national or regional securities exchange on which the Shares are listed, or if the Shares are not then listed
on a United States national or regional securities exchange, on the principal other market on which the Shares are then traded.
If the Shares are not so listed or traded, “Scheduled Valid Day” means a Business Day.




 


		Business Day:	Any day other than a Saturday, a Sunday or a
day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.




 


		Relevant Price:	On any Valid Day, the per-Share volume-weighted
average price of the Shares as displayed under the heading “Bloomberg VWAP” on Bloomberg page HAE <equity> AQR
(or its equivalent successor if such page is not available) in respect of the scheduled open of trading to the scheduled close
of trading of the primary trading session on such Valid Day (or if such volume-weighted average price is unavailable, the market
value of one Share on such Valid Day, as determined by the Calculation Agent in good faith and in a commercially reasonable manner
using, if practicable, a volume-weighted average method). The Relevant Price will be determined without regard to after-hours
trading or any other trading outside of the regular trading session.




 


		Settlement Averaging Period:	For any Option, the 40 consecutive
Valid Days commencing on, and including, the 41st Scheduled Valid Day immediately prior to the Expiration Date.




 


		Settlement Date:	For any Option, the second Business Day immediately
following the final Valid Day of the Settlement Averaging Period for such Option.




 


		Settlement Currency:	USD



 






    7 


     


    

 


		Other Applicable Provisions:	The provisions of Sections
9.1(c), 9.8, 9.9 and 9.11 of the Equity Definitions will be applicable, except that all references in such provisions to “Physically-settled”
shall be read as references to “Share Settled”. “Share Settled” in relation to any Option means that Net
Share Settlement or Combination Settlement is applicable to that Option.




 


		Representation and Agreement:	Notwithstanding anything to the contrary
in the Equity Definitions (including, but not limited to, Section 9.11 thereof), the parties acknowledge that (i) any Shares delivered
to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from Counterparty’s status as issuer
of the Shares under applicable securities laws, (ii) Dealer may deliver any Shares required to be delivered hereunder in certificated
form in lieu of delivery through the Clearance System and (iii) any Shares delivered to Counterparty may be “restricted
securities” (as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)).



 


		3.	Additional Terms applicable to the Transaction.



 


Adjustments applicable to the
Transaction:


 


		Potential Adjustment Events:	Notwithstanding Section 11.2(e)
of the Equity Definitions (which Section shall not apply for purposes of the Transaction, except as provided in Section 9(aa)
below), a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in any Dilution
Adjustment Provision, that would result in an adjustment under the Indenture to the “Conversion Rate” or the composition
of a “unit of Reference Property” or to any “Last Reported Sale Price”, “Daily VWAP,”
 “Daily Conversion Value” or “Daily Settlement Amount” (each as defined in the Indenture). For the avoidance
of doubt, Dealer shall not have any delivery or payment obligation hereunder, and no adjustment shall be made to the terms of
the Transaction, on account of (x) any distribution of cash, property or securities by Counterparty to holders of the Convertible
Notes (upon conversion or otherwise) or (y) any other transaction in which holders of the Convertible Notes are entitled
to participate, in each case, in lieu of an adjustment under the Indenture of the type referred to in the immediately preceding
sentence (including, without limitation, pursuant to the proviso in the first sentence of Section 5.05(A)(iii)(1) of the Indenture
or the proviso in the first sentence of Section 5.05(A)(iv) of the Indenture).




 


		Method of Adjustment:	Calculation Agent Adjustment, which
means that, notwithstanding Section 11.2(c) of the Equity Definitions (which Section shall not apply for purposes of the Transaction
except as provided in Section 9(aa) below), upon any Potential Adjustment Event, the Calculation Agent, acting in good faith and
in a commercially reasonable manner, shall make a corresponding adjustment to any related adjustment required to be made pursuant
to the terms of the Indenture to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise,
                                                                                     settlement or payment for the Transaction.




 


			Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers”
                                                                                              below:



 






    8 


     


    

 


		(i)	if the Calculation Agent in good faith disagrees with any adjustment to the Convertible Notes that
involves an exercise of discretion by Counterparty or its board of directors (including, without limitation, pursuant to Section
5.05(H) of the Indenture, Section 5.09 of the Indenture or any supplemental indenture entered into thereunder or in connection
with any proportional adjustment or the determination of the fair value of any securities, property, rights or other assets), then
in each such case, the Calculation Agent will determine in good faith and in a commercially reasonable manner the adjustment to
be made to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise,
settlement or payment for the Transaction in good faith and in a commercially reasonable manner taking into account the relevant
provisions of the Indenture; provided that, notwithstanding the foregoing, if any Potential Adjustment Event occurs during
the Settlement Averaging Period but no adjustment was made to any Convertible Note under the Indenture because the relevant Holder
(as such term is defined in the Indenture) was deemed to be a record owner of the underlying Shares on the related Conversion Date,
then the Calculation Agent shall make a commercially reasonable adjustment, as determined by it, to the terms hereof in order to
account for such Potential Adjustment Event;



 


		(ii)	in connection with any Potential Adjustment Event as a result of an event or condition set forth
in Section 5.05(A)(ii) of the Indenture or Section 5.05(A)(iii) of the Indenture where, in either case, the period for determining
 “Y” (as such term is used in Section 5.05(A)(ii) of the Indenture) or “SP” (as such term is used in Section
5.05(A)(iii) of the Indenture), as the case may be, begins before Counterparty has publicly announced the event or condition giving
rise to such Potential Adjustment Event, then the Calculation Agent shall have the right to adjust any variable relevant to the
exercise, settlement or payment for the Transaction as appropriate to reflect the costs and expenses incurred due solely to hedging
mismatches and market losses in connection with commercially reasonable hedging activities with respect to the Transaction, as
a result of such event or condition not having
been publicly announced prior to the beginning of such period; and



 






    9 


     


    

 


		(iii)	if any Potential Adjustment Event is declared and (a) the event or condition giving rise to such
Potential Adjustment Event is subsequently amended, modified, cancelled or abandoned, (b) the “Conversion Rate” (as
defined in the Indenture) is otherwise not adjusted at the time or in the manner contemplated by the relevant Dilution Adjustment
Provision based on such declaration or (c) the “Conversion Rate” (as defined in the Indenture) is adjusted as a result
of such Potential Adjustment Event and subsequently re-adjusted (each of clauses (a), (b) and (c), a “Potential Adjustment
Event Change”) then, in each case, the Calculation Agent shall have the right to adjust any variable relevant to the
exercise, settlement or payment for the Transaction as appropriate to reflect the costs and expenses incurred due solely to hedging
mismatches and market losses in connection with commercially reasonable hedging activities with respect to the Transaction, as
a result of such Potential Adjustment Event Change.



 


	Dilution Adjustment Provisions:	Sections 5.05(A)(i), (ii), (iii), (iv), and (v) and Section 5.05(H) of the Indenture.




 


Extraordinary Events applicable
to the Transaction:


 


	Merger Events:	Applicable; provided that notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means
the occurrence of any event or condition set forth in the definition of “Common Stock Change Event” in Section 5.09
of the Indenture.




 


	Tender Offers:	Applicable; provided that notwithstanding Section 12.1(d) of the Equity Definitions, a “Tender Offer” means
the occurrence of any event or condition set forth in Section 5.05(A)(v) of the Indenture.




 


	Consequences of Merger Events / Tender Offers:	Notwithstanding Section 12.2 and Section 12.3 of the Equity Definitions (which Section shall not apply for purposes of the Transaction
except as provided in Section 9(aa) below), upon the occurrence of a Merger Event or a Tender Offer, the Calculation Agent shall
make a corresponding adjustment in good faith and in a commercially reasonable manner in respect of any adjustment under the Indenture
to any one or more of the nature of the Shares (in the case of a Merger Event), Strike Price, Number of Options, Option Entitlement
and any other variable relevant to the exercise, settlement or payment for the Transaction, subject to the second paragraph under
 “Method of Adjustment”; provided, however, that such adjustment
shall be made without regard to any adjustment to the Conversion Rate pursuant to any Excluded Provision; provided further
that if with respect to any Merger Event or any Tender Offer, (A) the consideration for the Shares includes (or, at the option
of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized under the laws
of the United States, any State thereof or the District of Columbia or (B) the Counterparty to the Transaction following such Merger
Event or Tender Offer will not be a corporation organized under the laws of the United States, any State thereof or the District
of Columbia, then, Cancellation and Payment (Calculation Agent Determination) may apply at Dealer’s commercially reasonable
election made in good faith; provided further that, for the avoidance of doubt, adjustments shall be made pursuant to the
provisions set forth above regardless of whether any Merger Event or Tender Offer gives rise to an Early Conversion.




 






    10 


     


    

 


	Consequences of Announcement Events:	Modified Calculation Agent Adjustment as set forth in
    Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to
    “Tender Offer” shall be replaced by references to “Announcement Event” and references to
    “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the
    word “shall” in the second line shall be replaced with “shall, if the Calculation Agent determines that
    such Announcement Event has had a material economic effect on the Transaction,” and the word “make” in the
    second line shall be replaced with “make, on one or more occasions on or after the date of the Announcement Event up
    to, and including, the Expiration Date, any Early Termination Date, any date of cancellation and/or any other date with
    respect to which the Announcement Event is cancelled, withdrawn, discontinued or otherwise terminated, as applicable, it
    being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment
    relating to the same Announcement Event and shall not be duplicative with any other adjustment or cancellation valuation made
    pursuant to this Confirmation, the Equity Definitions or the Agreement,” and (z) the phrase “exercise,
    settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be
    replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike
    Price)”, the fifth and sixth lines shall be deleted in their entirety and replaced with the words “effect on the
    Transaction of such Announcement Event solely to account for changes in volatility, expected dividends, stock loan rate or
    liquidity relevant to the Shares or the Transaction”, and the words “whether within a commercially reasonable (as
    determined by the Calculation Agent) period of time to or after the Announcement Event” shall be inserted prior to the
    word “which” in the seventh line. An Announcement Event shall be an “Extraordinary Event” for purposes of
the Equity Definitions, to which Article 12 of the Equity Definitions is applicable.




 






    11 


     


    

 


	Announcement Event:	(i) The public announcement by (w) any entity of any transaction or event that is reasonably likely to be completed (as determined
by the Calculation Agent in good faith and in a commercially reasonable manner taking into account the effect of such announcement
on the market for the Shares and/or options on the Shares) and, if completed, would constitute a Merger Event or Tender Offer,
(x) Issuer or any subsidiary thereof of any potential acquisition or disposition by Issuer and/or its subsidiaries where the aggregate
consideration exceeds 35% of the market capitalization of Issuer as of the date of such announcement (a “Transformative
Transaction”), or (y)  Issuer or any subsidiary thereof or any Valid Third Party Entity of the intention to enter
into a Merger Event or Tender Offer or a Transformative Transaction, (ii) the public announcement by Issuer of an intention to
solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender
Offer or a Transformative Transaction or (iii) any subsequent public announcement by the relevant entity making such previous
announcement or Issuer (or a subsidiary thereof) of a change to a transaction or intention that is the subject of an announcement
of the type described in clause (i) or (ii) of this sentence (including, without limitation, a new announcement, whether or not
by such party or Issuer (or a subsidiary thereof), relating to such a transaction or intention or the announcement of a withdrawal
from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the Calculation Agent. For
the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude
the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of
 “Announcement Event,” “Merger Event” and “Tender Offer” shall each have the meanings assigned
to such term in the Equity Definitions; provided that (x) the remainder of the definition of “Merger Event”
in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded
and (y) “Tender Offer” shall mean such term as defined under Section 12.1(d) of the Equity Definitions, provided that
Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third
line thereof.




 


	Valid Third Party Entity:	In respect of any potential transaction, any third party that the Calculation Agent determines has a bona fide intent to enter
into or consummate such transaction (it being understood and agreed that in determining whether such third party has such a bona
fide intent, the Calculation Agent may take into consideration the effect of the relevant announcement by such third party on
the Shares and/or options relating to the Shares).




 






    12 


     


    

 


	Nationalization, Insolvency or Delisting:	Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii)
of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares
are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or
The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on
any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors),
such exchange or quotation system shall thereafter be deemed to be the Exchange.




 


Additional
Disruption Events:


 


	Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the word
 “Shares” with the phrase “Hedge Positions” in clause (X) thereof; (ii) inserting the parenthetical
 “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or
mandated by existing statute)” at the end of clause (A) thereof; (iii) replacing the phrase “the interpretation”
in the third line thereof with the phrase “or announcement of the formal or informal interpretation”; (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 words “provided that, in the case of clause (Y) hereof where
such determination is based on Dealer’s policies and procedures, such policies and procedures have been adopted by Dealer
in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner” after the semicolon
in the last line thereof.




 


	Failure to Deliver:	Applicable




 


	Hedging Disruption:	Applicable; provided that:




 


		(i)	Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following
words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting
the following two 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. And, 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”.



 






    13 


     


    

 


	Increased Cost of Hedging:	Not applicable




 


	Hedging Party:	For all applicable Additional Disruption Events, Dealer.




 


	Determining Party:	For all applicable Extraordinary Events, Dealer; provided that when making any determination or calculation as “Determining
Party,” Dealer shall be bound by the same obligations relating to required acts of the Calculation Agent as set forth in
Section 1.40 of the Equity Definitions and this Confirmation as if Determining Party were the Calculation Agent. Following any
determination or calculation by Determining Party hereunder, upon a written request by Counterparty (which may be made by email),
Determining Party will promptly (but in any event within three Exchange Business Days) provide to Counterparty by email to the
email address provided by Counterparty in such written request a report (in a commonly used file format for the storage and manipulation
of financial data) displaying in reasonable detail the basis for such determination or calculation (including any assumptions
used in making such determination or calculation), it being understood that in no event will Determining Party be obligated to
share with Counterparty any proprietary or confidential data or information or any proprietary or confidential models used by
it in making such determination or calculation or any information that is subject to an obligation not to disclose such information.




 


		Non-Reliance:	Applicable.



 


	Agreements and Acknowledgments

Regarding Hedging Activities:	Applicable




 


	Additional Acknowledgments:	Applicable




 


		4. Calculation Agent.	Dealer,
whose judgments, determinations and calculations shall be made in good faith and in a commercially reasonable manner; provided
that, following the occurrence and during the continuance of an Event of Default of the type described in Section 5(a)(vii)
of the Agreement with respect to which Dealer is the sole Defaulting Party, if the Calculation Agent fails to timely make any
calculation, adjustment or determination required to be made by the Calculation Agent hereunder or to perform any obligation of
the Calculation Agent hereunder and such failure continues for five (5) Exchange Business Days following notice to the Calculation
Agent by Counterparty of such failure, Counterparty shall have the right to designate a nationally recognized third-party dealer
in over-the-counter corporate equity derivatives to act, during the period commencing on the date such Event of Default occurred
and ending on the Early Termination Date with respect to such Event of Default (or, if earlier, the date on which such Event of
Default is no longer continuing), as the Calculation Agent, and the parties shall work in good faith to execute any appropriate
documentation required by such person. Following any adjustment, determination or calculation by the Calculation Agent hereunder,
upon a request by Counterparty, the Calculation Agent shall promptly (but in any event within three (3) Exchange Business Days)
provide to Counterparty by e-mail to the e-mail address provided by Counterparty in such request a report (in a commonly used
file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such adjustment,
determination or calculation (including any assumptions used in making such adjustment, determination or calculation), it being
understood that the Calculation Agent shall not be obligated to disclose any proprietary or confidential models used by it for
such adjustment, determination or calculation or any information that is proprietary or confidential or subject to an obligation
not to disclose such information. All calculations and determinations by the Calculation Agent shall be made in good faith and
in a commercially reasonable manner.



 






    14 


     


    

 


		5.	Account Details.



 


		(a)	Account for payments to Counterparty:



 


To be provided.


 


Account for delivery of Shares to Counterparty:


 


To be provided.


 


		(b)	Account for payments to Dealer:



 


[___]


[___]


[___]


[___]


 


Account for delivery of Shares from Dealer:


 


To be advised.


 


		6.	Offices.



 


		(a)	The Office of Counterparty for the Transaction is: Inapplicable, Counterparty is not a Multibranch
Party.



 


		(b)	The Office of Dealer for the Transaction is: New York



 


		7.	Notices.



 


		(a)	Address for notices or communications to Counterparty:



 






    15 


     


    

 




Haemonetics Corporation


125 Summer Street


Boston, Massachusetts 02110


Attention: 


Telephone No.: 


Email:


 


With a copy to (which shall not constitute notice):


 


Choate, Hall & Stewart LLP


Two International Place


Boston, MA 02110


Attention:


Telephone:


Email:


 


		(b)	Address for notices or communications to Dealer:



 


[___]


[___]


[___]


Attention: 


Telephone No.: 


Email:


 


With a copy to:


 


Attention: 


Telephone No.: 


Email:




 


For the avoidance of doubt, any notice or other communication
delivered by electronic messaging system, e-mail or facsimile transmission shall be deemed to be “in writing.”


 


		8.	Representations and Warranties of Counterparty.



 


Each of the representations and
warranties of Counterparty set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”) dated
as of March 2, 2021, by and among Counterparty, Citigroup Global Markets Inc., and J.P. Morgan Securities LLC as representatives
of the Initial Purchasers party thereto (the “Initial Purchasers”), are true and correct and are hereby deemed
to be repeated to Dealer as if set forth herein. Counterparty hereby represents and warrants to Dealer on the date hereof and on
and as of the Premium Payment Date that:


 


		(a)	(i) Counterparty has all necessary corporate power and authority to execute, deliver and perform
its obligations in respect of the Transaction; (ii) such execution, delivery and performance have been duly authorized by all necessary
corporate action on Counterparty’s part; (iii) and this Confirmation has been duly and validly executed and delivered by
Counterparty and constitutes its valid and binding obligation, enforceable against Counterparty in accordance with its terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’
rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and
except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy
relating thereto.



 






    16 


     


    

 


		(b)	In lieu of the representations set forth in Section 3(a)(iii) of the Agreement, neither the execution
and delivery of this Confirmation nor the incurrence or performance of obligations of Counterparty hereunder will conflict with
or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Counterparty, or any
applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any
agreement or instrument filed as an Exhibit to Counterparty’s Annual Report on Form 10-K for the year ended March 28, 2020
(other than agreements or instruments filed as exhibits pursuant to Item 601(b)(10)(iii) of Regulation S-K under the Securities
Act), as updated by any subsequent filings, in each case to which Counterparty or any of its subsidiaries is a party or by which
Counterparty or any of its subsidiaries is bound, or constitute a default under, or result in the creation of any lien under, any
such agreement or instrument.



 


		(c)	No consent, approval, authorization, or order of, or filing with, any governmental agency or body
or any court is required in connection with the execution, delivery or performance by Counterparty of this Confirmation, except
such as have been obtained or made and such as may be required under the Securities Act or state securities laws.



 


		(d)	Counterparty is not and, after consummation of the transactions contemplated hereby, will not be
required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.



 


		(e)	Counterparty is an “eligible contract participant” (as such term is defined in Section
1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C)
of the Commodity Exchange Act).



 


		(f)	Counterparty is not, on the date hereof, in possession of any material non-public information with
respect to Counterparty or the Shares.



 


		(g)	Counterparty’s filings under the Securities Act, the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) or other applicable securities laws that are required to be filed have been filed
and, as of the respective dates thereof and as of the Trade Date, there is no misstatement of material fact contained therein or
omission of a material fact required to be stated therein or necessary to make the statements made therein, in the light of the
circumstances under which they were made, not misleading.



 


		(h)	To Counterparty’s actual knowledge, no state or local (including any non-U.S. jurisdiction’s)
law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other
requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer
or its affiliates owning or holding (however defined) Shares, in each case, other than U.S. federal securities laws generally applicable
to transactions relating to common equity securities of U.S. domestic issuers listed on the Exchange; provided that Counterparty
makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of common equity
securities of U.S. domestic issuers listed on the Exchange by Dealer or any of its affiliates solely as a result of it or any of
such affiliates being a financial institution or broker dealer.



 


		(i)	Counterparty (A) is capable of evaluating investment risks independently, both in general and with
regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment
in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer
in writing; and (C) has total assets of at least USD 50 million.



 


		(j)	On and immediately after the Trade Date and the Premium Payment Date, (A) Counterparty’s
total assets would be greater than the sum of its total liabilities plus the amount that would be needed, if Counterparty were
to be dissolved at such time, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are
superior to those receiving the distribution, (B) the capital of Counterparty is adequate to conduct the business of Counterparty,
and Counterparty’s entry into the Transaction will not impair its capital, (C) Counterparty has the ability to pay its existing
and reasonably foreseeable debts, liabilities
and obligations, whether or not liquidated, matured, asserted or contingent, as they become due in the usual course of business
and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Counterparty
will be able to continue as a going concern; (E) Counterparty is not “insolvent” (as such term is defined under Section
101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and (F) Counterparty
would be able to purchase the number of Shares with respect to the Transaction in compliance with the laws of the jurisdiction
of Counterparty’s incorporation (including the solvency requirements of Chapter 156D of the Massachusetts General Laws).



 






    17 


     


    

 




		(k)	Prior to the Trade Date, Counterparty represents that Counterparty’s board of directors has
authorized the Transaction and approved the Transaction and any related hedging activity for purposes of Chapter 110F of Massachusetts
General Laws and agrees to deliver to Dealer a copy of the resolutions of Counterparty’s board of directors covering the
foregoing authorization and approvals.



 


		(l)	On the Trade Date, neither Issuer nor any “affiliate” or “affiliated purchaser”
(each as defined in Rule 10b-18 under the Exchange Act (“Rule 10b-18”)) of Issuer shall directly or indirectly
(including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place
any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent
interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible
into or exchangeable or exercisable for Shares, except for any privately negotiated repurchase of Shares effected through one of
the Initial Purchasers or its affiliate, as Counterparty’s agent, described under “Use of Proceeds” in the Offering
Memorandum.



 


		(m)	The assets of Counterparty do not constitute “plan assets” under the Employee Retirement
Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law.



 


		9.	Other Provisions.



 


		(a)	Opinions.  Counterparty shall deliver to Dealer an opinion of counsel, dated as of
the Trade Date, with respect to the matters set forth in Sections 8(a)(i) and (ii), 8(b), 8(c) and 8(d) of this Confirmation; provided
that any such opinion of counsel may contain customary limitations, exceptions and qualifications and shall be limited to the federal
laws of the United States, the laws of the State of New York and the laws of the Commonwealth of Massachusetts. Delivery of such
opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation
of Dealer under Section 2(a)(i) of the Agreement.



 






    18 


     


    

 


		(b)	Repurchase Notices.  Counterparty shall, on or prior to the date that is one Scheduled
Trading Day following any date on which Counterparty obtains actual knowledge that it has effected any repurchase of Shares, promptly
give Dealer a written notice (which, for the avoidance of doubt may be by email) of such repurchase (a “Repurchase Notice”)
on such day if following such repurchase, the number of outstanding Shares as determined on such day is (i) less than 41.6 million
(in the case of the first such notice) or (ii) thereafter more than 6.4 million less than the number of Shares included in the
immediately preceding Repurchase Notice; provided that, with respect to any repurchase of Shares pursuant to a plan under
Rule 10b5-1 under the Exchange Act, Counterparty may elect to satisfy such requirement by promptly giving Dealer written notice
of entry into such plan, the maximum number of Shares that may be purchased thereunder and the approximate dates or periods during
which such repurchases may occur (with such maximum deemed repurchased on the date of such notice for purposes of this Section
9(b)). 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 commercially reasonable hedging activities as a consequence of becoming,
or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from commercially
reasonable hedging activities or cessation of such hedging activities and any losses
in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable and documented
out-of-pocket expenses (including reasonable attorney’s fees of one outside counsel in each relevant jurisdiction), 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 out-of-pocket expenses incurred (and supported
by invoices or other documentation setting forth in reasonable detail such expenses) 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), claim or demand shall be brought or asserted against the Indemnified
Person as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph,
such Indemnified Person shall promptly notify Counterparty in writing, and Counterparty, upon request of the Indemnified Person,
shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Counterparty
may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Counterparty
shall not be liable to the extent that the Indemnified Person fails to notify Counterparty within a commercially reasonable period
of time after any action is commenced against it in respect of which indemnity may be sought hereunder (it being understood that
any such notice delivered within 30 calendar days of the commencement of any such action shall be deemed to have been delivered
within a commercially reasonable period of time for such purpose). Counterparty shall not be liable for any settlement of any such
proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, Counterparty agrees to indemnify any Indemnified Person from and against any loss
or liability by reason of such settlement or judgment. Counterparty shall not, without the prior written consent of the Indemnified
Person, effect any settlement of any such proceeding that is pending or threatened in respect of which any Indemnified Person is
or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes
an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding
on terms reasonably satisfactory to such Indemnified Person. Counterparty shall not be liable for any losses, claims, damages or
liabilities (or expenses relating thereto) of any Indemnified Person that results from the bad faith, gross negligence, willful
misconduct or fraud of an Indemnified Person (in each case, as conclusively determined by a court of competent jurisdiction in
a final and non-appealable judgment). If the indemnification provided for in this paragraph is unavailable to an Indemnified Person
or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Counterparty hereunder, in lieu
of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as
a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and
shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity
and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination
of the Transaction.



 






		(c)	Regulation M. Counterparty is not on the Trade Date engaged in a distribution, as
such term is used in Regulation M under the Exchange Act, of any securities of Counterparty, other than a distribution meeting
the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Counterparty shall not, until the
second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.



 


		(d)	No Manipulation. Counterparty is not entering into the Transaction to create actual
or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress
or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise
in violation of the Exchange Act.



 






    19 


     


    

 


		(e)	Transfer or Assignment.



 


		(i)	Counterparty shall have the right to transfer and assign its rights and obligations hereunder with
respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided
that such transfer or assignment shall be subject to the following conditions:



 


		(A)	With respect to any Transfer Options, Counterparty or the Issuer, as applicable, shall not be released
from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(o) or 9(u) of this
Confirmation;



 


		(B)	Any Transfer Options shall only be transferred or assigned to a third party that is a United States
person (as defined in the Internal Revenue Code of 1986, as amended (the “Code”));



 


		(C)	Such transfer or assignment shall be effected on terms, including any reasonable undertakings by
such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a
manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and
execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party
and Counterparty, as are reasonably requested and reasonably satisfactory to Dealer;



 


		(D)	Dealer will not, as a result of such transfer and assignment, be required to pay the transferee
on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required
to pay to Counterparty in the absence of such transfer and assignment;



 


		(E)	An Event of Default, Potential Event of Default or Termination Event will not occur as a result
of such transfer and assignment;



 


		(F)	Without limiting the generality of clause (B), Counterparty shall cause the transferee to make
such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer
to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and



 


		(G)	Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel
fees, incurred by Dealer in connection with such transfer or assignment.



 


For the avoidance
of doubt, Counterparty shall not pledge or grant a security interest in any of its rights, title and interests under this Confirmation
and the Transaction without the prior written consent of Dealer.


 






    20 


     


    

 


		(ii)	Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights
or obligations under the Transaction (A) to any affiliate or branch of Dealer whose obligations hereunder will be guaranteed, pursuant
to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s
ultimate parent (if any), or (B) to any other wholly owned direct or indirect subsidiary or branch of Dealer or Dealer’s
ultimate parent (if any) with a long-term issuer rating equal to or better than the greater of (1) the credit rating of Dealer
at the time of the transfer and (2) A- by S&P Global Ratings or its successor (“S&P”), or A3 by Moody’s
Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at
least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer; provided
that in the case of any transfer or assignment described in clause (A) or (B) above, no Event of Default, Potential Event of Default
or Termination Event with respect to which  Dealer is the Defaulting Party
or an Affected Party, as the case may be, exists or will occur as a result of such transfer or assignment; provided, further,
that under the applicable law effective on the date of such transfer or assignment, at the time of such assignment or transfer
Counterparty will not, as a result of such transfer or assignment, either (I) be required to pay (including a payment in kind)
the transferee or assignee on any payment or settlement date an amount under Section 2(d)(i)(4) of the Agreement greater than the
amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment, or (II) receive
(including a payment in kind) from the transferee or assignee on any payment or settlement date an amount under Section 2(d)(i)(4)
of the Agreement that is less than the amount that Counterparty would have received from Dealer in the absence of such transfer
or assignment. Dealer shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation
as may be reasonably requested by Counterparty to permit Counterparty to determine that the events described in the preceding proviso
shall not occur upon or after such transfer or assignment. If at any time at which (A) the Section 16 Percentage exceeds 9.0%,
(B) the Option Equity Percentage exceeds 14.5% or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any
such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after
using its commercially reasonable efforts to effect a transfer or assignment of Options to a third party on pricing terms reasonably
acceptable to Dealer and within a time period reasonably acceptable to Dealer such that no Excess Ownership Position exists, then
Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated
Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Dealer
so designates an Early Termination Date with respect to a portion of the Transaction, a payment shall be made pursuant to Section
6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to
the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (2) Counterparty were
the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction
(and, for the avoidance of doubt, the provisions of Section 9(m) shall apply to any amount that is payable by Dealer to Counterparty
pursuant to this sentence as if Counterparty was not the Affected Party). The “Section 16 Percentage” as of
any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its
affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under
Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer
is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication,
on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules
and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares
outstanding on such day. The “Option Equity Percentage” as of any day is the fraction, expressed as a percentage,
(A) the numerator of which is the sum of (1) the product of the Number of Options and the Option Entitlement and (2) the aggregate
number of Shares underlying any other call option transaction sold by Dealer to Counterparty, and (B) the denominator of which
is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and
any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”)
under Chapter 110F of Massachusetts General Laws or any other law, rule, regulation, regulatory order or organizational documents
or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”),
owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership
under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit”
means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations
(except for any filing requirements on Form 13F, Schedule 13D or Schedule 13G under the Exchange Act, in each case, as in effect
on the Trade Date) or other requirements
(including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer
Person, under any Applicable Restriction, as determined by Dealer in good faith and in its reasonable discretion, minus
(B) 1% of the number of Shares outstanding.



 






    21 


     


    

 




		(iii)	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, or make or receive any payment in cash, to or from
Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities,
or to make or receive such payment in cash, 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)	Staggered Settlement. If upon advice of counsel with respect to applicable legal
and regulatory requirements, including any requirements relating to Dealer’s commercially reasonable hedging activities hereunder,
Dealer reasonably determines that it would not be practicable or advisable to deliver, or to acquire Shares to deliver, any or
all of the Shares to be delivered by Dealer on any Settlement Date for the Transaction, Dealer may, by notice to Counterparty on
or prior to any Settlement Date (a “Nominal Settlement Date”), elect to deliver the Shares on two or more dates
(each, a “Staggered Settlement Date”) as follows:



 


		(i)	in such notice, Dealer will specify to Counterparty the related Staggered Settlement Dates (each
of which will be on or prior to such Nominal Settlement Date) and the number of Shares that it will deliver on each Staggered Settlement
Date;



 


		(ii)	the aggregate number of Shares that Dealer will deliver to Counterparty hereunder on all such Staggered
Settlement Dates will equal the number of Shares that Dealer would otherwise be required to deliver on such Nominal Settlement
Date; and



 


		(iii)	if the Net Share Settlement terms or the Combination Settlement terms set forth above were to apply
on the Nominal Settlement Date, then the Net Share Settlement terms or the Combination Settlement terms, as the case may be, will
apply on each Staggered Settlement Date, except that the Shares otherwise deliverable on such Nominal Settlement Date will be allocated
among such Staggered Settlement Dates as specified by Dealer in the notice referred to in clause (i) above.



 


		(g)	[Reserved]



 


		(h)	[Reserved]



 


		(i)	[Reserved]



 


		(j)	Additional Termination Events.



 


		(i)	Notwithstanding anything to the contrary in this Confirmation if an event of default with respect
to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 7.01 of the Indenture that results in the
Convertible Notes becoming or being declared due and payable pursuant to the terms of the Indenture, then such event of default
shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination
Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction
and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement.



 






    22 


     


    

 


		(ii)	Within 5 Scheduled Trading Days promptly following any Repayment Event (as defined below),
                                                              Counterparty may notify Dealer of such Repayment Event and the aggregate principal amount of Convertible Notes subject to
                                                              such Repayment Event (any such notice, a “Repayment Notice”); provided that such Repayment Notice shall
                                                              contain the representation and warranty that
Counterparty is not, on the date thereof, aware of any material non-public information with respect to Counterparty or the Shares.
Counterparty acknowledges its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b)
of the Exchange Act and the rules and regulations thereunder, in respect of any election to deliver a Repayment Notice. The receipt
by Dealer from Counterparty of any Repayment Notice shall constitute an Additional Termination Event as provided in this Section
9(j)(ii). Upon receipt of any such Repayment Notice, Dealer shall designate an Exchange Business Day following receipt of such
Repayment Notice as an Early Termination Date with respect to the portion of the Transaction corresponding to a number of Options
(the “Repayment Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes
specified in such Repayment Notice, divided by USD 1,000, and (B) the Number of Options as of the date Dealer designates such Early
Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repayment Options. Any payment hereunder
with respect to such termination (the “Repayment Unwind Payment”) shall be calculated pursuant to Section 6
of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to
the Transaction and a Number of Options equal to the number of Repayment Options, (2) Counterparty were the sole Affected Party
with respect to such Additional Termination Event, (3) the terminated portion of the Transaction were the sole Affected Transaction,
(4) no adjustments to the Conversion Rate have occurred pursuant to an Excluded Provision, (5) the corresponding Convertible Notes
remain outstanding, and (6) the relevant Repayment Event and any conversions, adjustments, agreements, payments, deliveries or
acquisitions by or on behalf of Counterparty leading thereto had not occurred. “Repayment Event” means that
(i) any Convertible Notes are repurchased (whether pursuant to Section 4.02 of the Indenture, pursuant to Section 4.03 of the Indenture
or for any other reason) by Counterparty or any of its subsidiaries, (ii) any Convertible Notes are delivered to Counterparty or
any of its subsidiaries in exchange for delivery of any property or assets of such party (howsoever described), (iii) any principal
of any of the Convertible Notes is repaid prior to the final maturity date of the Convertible Notes (for any reason other than
as a result of an acceleration of the Convertible Notes that results in an Additional Termination Event pursuant to the preceding
Section 9(j)(i)), or (iv) any Convertible Notes are exchanged by or for the benefit of the Holders (as such term is defined in
the Indenture) thereof for any other securities of Counterparty or any of its subsidiaries (or any other property, or any combination
thereof) pursuant to any exchange offer or similar transaction. For the avoidance of doubt, any conversion of Convertible Notes
pursuant to the terms of the Indenture shall not constitute a Repayment Event.



 



		(iii)	Notwithstanding anything to the contrary in this Confirmation, upon any Early Conversion in respect
of which a Notice of Conversion (as such term is defined in the Indenture) that is effective as to Counterparty has been delivered
by the relevant converting Holder (as such term is defined in the Indenture):



 


		(A)	Counterparty may, within twenty
Scheduled Trading Days of the Conversion Date for such Early Conversion,
provide written notice (an “Early Conversion Notice”) (which, for the avoidance of doubt, may be by email) to
Dealer specifying the number of Convertible Notes subject to such early conversion that Counterparty elects at its sole discretion
to be treated as surrendered for conversion on such Conversion Date (such Convertible Notes, the “Affected Convertible
Notes”), and the giving of such Early Conversion Notice shall constitute an
Additional Termination Event as provided in this clause (iii); provided that any such Early Conversion Notice shall contain
a representation and warranty that Counterparty is not, on the date thereof, in possession of any material nonpublic information
with respect to Counterparty or the Shares;



 






    23 


     


    

 


		(B)	upon receipt of any such Early Conversion Notice, Dealer shall designate an Exchange Business Day
as an Early Termination Date (which Exchange Business Day shall be no earlier than one
Scheduled Trading Day following the Conversion Date for such Early Conversion) with respect to the portion of the Transaction corresponding
to a number of Options (the “Affected Number of Options”) equal to the lesser of (x) the number of Affected
Convertible Notes and (y) the Number of Options as of the Conversion Date for such Early Conversion; provided that settlement
with respect to any such Early Termination Date shall occur on or as promptly as commercially reasonably practicable after the
date of payment of the amount of cash (if any) and/or delivery of the number of Shares (if any) upon settlement of the conversion
of the relevant Affected Convertible Notes;



 




		(C)	any payment hereunder with respect to such termination shall be calculated pursuant to Section
6 of the Agreement as if (x) an Early Termination Date had been designated in respect of a Transaction having terms identical to
the Transaction and a Number of Options equal to the Affected Number of Options, (y) Counterparty were the sole Affected Party
with respect to such Additional Termination Event and (z) the terminated portion of the Transaction were the sole Affected Transaction;



 


		(D)	for the avoidance of doubt, in determining the amount payable
in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Calculation Agent shall assume that (x) the
relevant Early Conversion and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of
Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Rate (as
such term is defined in the Indenture) have occurred pursuant to any Excluded Provision and (z)
the corresponding Convertible Notes remain outstanding; and



 


		(E)	the Transaction shall remain in full force
and effect, except that, as of the Conversion Date for such Early Conversion, the Number of Options shall be reduced by the Affected
Number of Options.



 


Counterparty
acknowledges its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange
Act and the rules and regulations thereunder, in respect of any election to deliver an Early Conversion Notice.


 


		(iv)	Notwithstanding anything to the contrary in this Confirmation, the occurrence of an Amendment Event
shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination
Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction
and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. “Amendment
Event” means that Counterparty amends, modifies, supplements, waives or obtains a waiver in respect of any term of the
Indenture or the Convertible Notes governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, redemption
right of Counterparty, any term relating to conversion of the Convertible Notes (including changes to the conversion rate, conversion
rate adjustment provisions, conversion settlement dates or conversion conditions), or any term that would require consent of the
holders of not less than 100% of the principal amount of the Convertible Notes to amend (other than, in each case, any amendment
or supplement (x) pursuant to Section 8.01(I) of the Indenture that, as determined by the Calculation Agent, conforms the Indenture
to the description of Convertible Notes in the Offering Memorandum or (y) pursuant to Section 5.09 of the Indenture), in each case,
without the consent of Dealer.



 


		(k)	Amendments to Equity Definitions.



 


		(i)	Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “that
may have a diluting or concentrative effect on the theoretical value of the relevant Shares” and replacing them
with the words “that is the result of a corporate event involving the Issuer or its securities that has a material economic
effect on the Shares or options on the Shares; provided that such event is not based on (a) an observable market, other
than the market for the Issuer’s own stock or (b) an observable index, other than an index calculated and measured solely
by reference to Issuer’s own operations” and adding the phrase “or the Options” at the end of the sentence.



 






    24 


     


    

 


		(ii)	Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth
line thereof the word “or” after the word “official” and inserting a comma therefor, and (2) deleting the
semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) the occurrence of any
of the events specified in Section 5(a)(vii)(1) through (9) of the ISDA Master Agreement with respect to Counterparty, provided
that the period for dismissal, discharge, stay or restraint therein shall be increased from within 15 days to within 60 days.”



 


		(iii)	Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party
may elect” with “Dealer may elect” and (2) replacing “notice to the other party” with “notice
to Counterparty” in the first sentence of such section.



 


		(l)	No Netting or Set-off. The provisions of Section 2(c) of the Agreement shall not
apply to the Transaction. Each party waives any and all rights it may have to set-off delivery or payment obligations it owes to
the other party under the Transaction against any delivery or payment obligations owed to it by the other party under any other
agreement between the parties hereto, by operation of law or otherwise.



 


		(m)	Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events.
If (a) an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with
respect to the Transaction or (b) the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except
as a result of (i) a Nationalization, Insolvency or Merger Event in which the consideration to be paid to holders of Shares consists
solely of cash, (ii) an Announcement Event, Merger Event or Tender Offer that is within Counterparty’s control, or (iii)
an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected
Party other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or
a Termination Event of the type described in Section 5(b) of the Agreement, in each case that resulted from an event or events
outside Counterparty’s control), and if Dealer would owe any amount to Counterparty pursuant to Section 6(d)(ii) of the Agreement
or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Obligation”),
then Dealer shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Counterparty
gives irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m.
(New York City time) on the date of the Announcement Event, Merger Date, Tender Offer Date, Announcement Date (in the case of a
Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable, of its election that
the Share Termination Alternative shall not apply, (b) Counterparty remakes the representation set forth in Section 8(f) as of
the date of such election and (c) Dealer agrees, in its sole discretion made in good faith, to such election, in which case the
provisions of Section 12.7 or Section 12.9 of the Equity Definitions, or the provisions of Section 6(d)(ii) and Section 6(e) of
the Agreement, as the case may be, shall apply.



 


	 	Share Termination Alternative:	 	If applicable, Dealer shall deliver to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable
period of time after, the date when the relevant Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of
the Equity Definitions or Section 6(d)(ii) and 6(e) of the Agreement, as applicable, in satisfaction of such Payment Obligation
in the manner reasonably requested by Counterparty free of payment.




 



    25 


     


    

 


	 	Share Termination Delivery Property:	 	A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided
by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any
fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values
used to calculate the Share Termination Unit Price.




 


	 	Share Termination Unit Price:	 	The value of property contained in one Share Termination Delivery Unit, as determined by the Calculation Agent in its discretion
by commercially reasonable means and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation.
For the avoidance of doubt, the parties agree that in determining the Share Termination Delivery Unit Price the Calculation Agent
may consider the purchase price paid in connection with the purchase of Share Termination Delivery Property, assuming such purchase
price reflects the prevailing market price of the Share Termination Delivery Unit.




 


	 	Share Termination
    Delivery Unit:	 	One
    Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as
    the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “Exchange
    Property”), a unit consisting of the type and amount of such Exchange Property
    received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of
    fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event, as determined by the Calculation
    Agent. If such Nationalization, Insolvency, or Merger Event involves a choice of Exchange Property to be received by holders,
    such holder shall be deemed to have elected to receive the maximum possible amount of cash.




 


	 	Failure to Deliver: 	 	Applicable
	 	 
	 	Other applicable provisions:	 	If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9 and 9.11 (as modified above) of the Equity
Definitions and the provisions set forth opposite the caption “Representation and Agreement” in Section 2 will be
applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Share
Termination Settled” and all references to “Shares” shall be read as references to “Share Termination
Delivery Units”. “Share Termination Settled” in relation to the Transaction means that the Share Termination
Alternative is applicable to the Transaction.




 



    26 


     


    

 


		(n)	Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable
law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to the Transaction. Each party
(i) certifies that no representative, agent or attorney of either party has represented, expressly or otherwise, that such other
party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges
that it and the other party have been induced to enter into the Transaction, as applicable, by, among other things, the mutual
waivers and certifications provided herein.



 


		(o)	Registration. Counterparty hereby agrees that if, in the good faith reasonable judgment
of Dealer, based on advice of counsel, the Shares (“Hedge Shares”) acquired by Dealer for the purpose of effecting
a commercially reasonable hedge of its obligations pursuant to the Transaction cannot be sold in the public market by Dealer without
registration under the Securities Act, Counterparty shall, at its election, either (i) in order to allow Dealer to sell the Hedge
Shares in a registered offering, make available to Dealer an effective registration statement under the Securities Act and enter
into an agreement, in form and substance reasonably satisfactory to Dealer, substantially in the form of an underwriting agreement
customary for a registered secondary offering of a similar size and industry; provided, however, that if Dealer,
in its sole discretion and in good faith, is not satisfied with access to due diligence materials, the results of its due diligence
investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii)
of this paragraph shall apply at the election of Counterparty, (ii) in order to allow Dealer to sell the Hedge Shares in a private
placement, use commercially reasonable best efforts to enter into a private placement agreement substantially similar to private
placement purchase agreements customary for private placements of equity securities of a similar size and industry, in form and
substance reasonably satisfactory to Dealer (in which case, the Calculation Agent shall make any adjustments to the terms of the
Transaction that are necessary, in its commercially reasonable judgment made in good faith, to compensate Dealer for any commercially
reasonable discount from the public market price of the Shares incurred on the sale of Hedge Shares in a private placement of similar
size), or (iii) purchase the Hedge Shares from Dealer at the then-current market price on such Exchange Business Days, and in the
amounts and at such time(s), reasonably requested by Dealer.



 


		(p)	Tax Disclosure. Effective from the date of commencement of discussions concerning
the Transaction, Counterparty and each of its employees, representatives, or other agents may disclose to any and all persons,
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 to Counterparty relating to such tax treatment and tax structure.



 


		(q)	Right to Extend. The Calculation Agent may postpone or add, in whole or in part,
any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer,
with respect to some or all of the Options hereunder, if Dealer reasonably determines, in the case of clause (i) below, in its
commercially reasonable judgment or discretion made in good faith, and in the case of clause (ii) below, based on advice of counsel,
that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge
unwind activity hereunder in light of existing liquidity conditions in the stock loan market or other relevant market (but only
if there is a material decrease in liquidity relative to Dealer’s expectations on the Trade Date) or (ii) to enable Dealer
to effect purchases of Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder
in a manner that would, if Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable
legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided
that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations
and applied in a non-discriminatory manner; provided further that no such Valid Day or other date of valuation, payment
or delivery may be postponed or added more than 80 Valid Days after the original Valid Day or other date of valuation, payment
or delivery, as the case may be.



 






    27 


     


    

 


		(r)	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 to the extent of any such performance.



 


		(s)	Status of Claims in Bankruptcy. Dealer acknowledges and agrees that this Confirmation
is not intended to convey to Dealer rights against Counterparty with respect to the Transaction that are senior to the claims of
common stockholders of Counterparty in any United States bankruptcy proceedings of Counterparty; provided that nothing herein
shall limit or shall be deemed to limit Dealer’s right to pursue remedies in the event of a breach by Counterparty of its
obligations and agreements with respect to the Transaction; provided, further, that nothing herein shall limit or
shall be deemed to limit Dealer’s rights in respect of any transactions other than the Transaction.



 


		(t)	Securities Contract; Swap Agreement. The parties hereto intend for (i) the Transaction
to be a “securities contract” and a “swap agreement” as defined in the Bankruptcy Code (Title 11 of the
United States Code) (the “Bankruptcy Code”), and the parties hereto to be entitled to the protections afforded
by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code, (ii) a party’s
right to liquidate the Transaction and to exercise any other remedies upon the occurrence of any Event of Default under the Agreement
with respect to the other party to constitute a “contractual right” as described in the Bankruptcy Code, and (iii)
each payment and delivery of cash, securities or other property hereunder to constitute a “margin payment” or “settlement
payment” and a “transfer” as defined in the Bankruptcy Code.



 


		(u)	Notice of Certain Other Events. Counterparty covenants and agrees that:



 


		(i)	promptly following the public announcement of the results of any election by the holders of Shares
with respect to the consideration due upon consummation of any Merger Event, Counterparty shall give Dealer written notice of (x)
the weighted average of the types and amounts of consideration that holders of Shares have elected to receive upon consummation
of such Merger Event or (y) if no holders of Shares affirmatively make such election, the types and amounts of consideration actually
received by holders of Shares (the date of such notification, the “Consideration Notification Date”); provided
that in no event shall the Consideration Notification Date be later than the date on which such Merger Event is consummated; and



 


		(ii)	(A) Counterparty shall give Dealer commercially reasonable advance (but in any event at least
                                                              one Exchange Business Day prior to the relevant Adjustment Notice Deadline) written notice of the section or sections of the
                                                              Indenture and, if applicable, the formula therein, pursuant to which any adjustment will be made to the Convertible Notes in
                                                              connection with any Potential Adjustment Event (other than a Potential Adjustment Event in respect of the Dilution Adjustment
                                                              Provision set forth in 5.05(A)(ii) or 5.05(A)(iv) of the Indenture) or Merger Event and (B) promptly following any such
                                                              adjustment, Counterparty shall give Dealer written notice of the details of such adjustment. The “Adjustment Notice
                                                              Deadline” means (i) for any Potential Adjustment Event in respect of the Dilution Adjustment Provision set forth in
                                                              Section 5.05(A)(i) of the Indenture, the relevant “Ex-Dividend Date” (as such term is defined in the Indenture)
                                                              or “effective date” (as such term is used in Section 5.05(A)(i) of the Indenture), as the case may be, (ii) for
                                                              any Potential Adjustment Event in respect of the Dilution Adjustment Provision set forth in Section 5.05(A)(iii)(1) of the
                                                              Indenture, the first “Trading Day” (as such term is defined in the Indenture) of the period referred to in the
                                                              definition of “SP” in such formula, (iii) for any Potential Adjustment Event in respect of the Dilution
                                                              Adjustment Provision set forth in Section 5.05(A)(iii)(2) of the Indenture, the first “Trading Day” (as such term
                                                              is defined in the Indenture) of the “Spin-Off Valuation Period” (as such term is defined in the Indenture), (iv)
                                                              for any Potential Adjustment Event in respect of the Dilution Adjustment Provision set forth in Section 5.05(A)(v) of the
                                                              Indenture, the first “Trading Day” (as such term is defined in the Indenture) of the period
referred to in the definition of “SP” in the formula in such Section, and (v) for any Merger Event, the effective date
of such Merger Event (or, if earlier, the first day of any valuation or similar period in respect of such Merger Event).



 



    28 


     


    

 


		(v)	Wall Street Transparency and Accountability Act. In connection with Section 739 of
the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”), the parties hereby agree that neither
the enactment of WSTAA or any regulation under the WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, shall
limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify, amend or supplement
this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs,
regulatory change or similar event under this Confirmation, the Equity Definitions incorporated herein, or the Agreement (including,
but not limited to, rights arising from Change in Law, Hedging Disruption, an Excess Ownership Position, or Illegality (as defined
in the Agreement)).



 


		(w)	Agreements and Acknowledgements Regarding Hedging. Counterparty understands, acknowledges
and agrees that: (A) at any time on and prior to the Expiration Date, Dealer and its affiliates may buy or sell Shares or other
securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to adjust its
hedge position with respect to the Transaction; (B) Dealer and its affiliates also may be active in the market for Shares other
than in connection with hedging activities in relation to the Transaction; (C) Dealer shall make its own determination as to whether,
when or in what manner any hedging or market activities in securities of Issuer shall be conducted and shall do so in a manner
that it deems appropriate to hedge its price and market risk with respect to the Relevant Prices; and (D) any market activities
of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Relevant
Prices, each in a manner that may be adverse to Counterparty.



 


		(x)	Early Unwind. In the event the sale of the “Firm Securities” (as defined
in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer
opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment
Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind
Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date
and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall
be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make
any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed
in connection with the Transaction either prior to or after the Early Unwind Date. Each of Dealer and Counterparty represents and
acknowledges to the other that, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and
finally discharged.



 


		(y)	Payment by Counterparty. In the event that, following payment of the Premium, (i)
an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event
of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Counterparty
owes to Dealer an amount calculated under Section 6(e) of the Agreement, or (ii) Counterparty owes to Dealer, pursuant to Section
12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount
shall be deemed to be zero.



 


		(z)	Adjustments. For the avoidance of doubt, whenever the Calculation Agent or Determining
Party is called upon to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account
the effect of an event (other than an adjustment to be made by reference to the Indenture), the Calculation Agent or Determining
Party shall make such adjustment in good faith and in a commercially reasonable manner and by reference to the effect of such event
on a dealer, assuming that such dealer maintains a commercially reasonable hedge position.



 






    29 


     


    

 


	 	(aa)	Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (as amended by Section 9(k) or, if applicable, by the definition of “Announcement Event”), and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent shall determine in a commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material economic effect on the Transaction and, if so, shall, in its commercially reasonable discretion made in good faith, adjust the Cap Price to preserve the fair value of the Options; provided that in no event shall the Cap Price be less than the Strike Price, provided further that (i) any adjustment to the Cap Price made pursuant to this Section 9(aa) shall be made without duplication of any other adjustment hereunder (including, for the avoidance of doubt, adjustment made pursuant to the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger / Tender Offers,” and “Consequence of Announcement Events” in Section 3 above).



 


		(bb)	FATCA. The term “Indemnifiable Tax” as defined in Section 14 of the Agreement
shall not include any tax imposed or collected pursuant to Sections 1471 through 1474 of 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.



 


		(cc)	871(m) Provision. To the extent that either party to the Agreement with respect to
this Transaction is not an adhering party to the ISDA 2015 Section 871(m) Protocol published by the International Swaps and Derivatives
Association, Inc. on November 2, 2015 and available at www.isda.org, as may be amended, supplemented, replaced or superseded from
time to time (the “871(m) Protocol”), the parties agree that the provisions and amendments contained in the
Attachment to the 871(m) Protocol are incorporated into and apply to the Agreement with respect to this Transaction as if set forth
in full herein. The parties further agree that, solely for purposes of applying such provisions and amendments to the Agreement
with respect to this Transaction, references to “each Covered Master Agreement” in the 871(m) Protocol will be deemed
to be references to the Agreement with respect to this Transaction, and references to the “Implementation Date” in
the 871(m) Protocol will be deemed to be references to the Trade Date of this Transaction. If there is any inconsistency between
this provision and a provision in any other agreement executed between the parties with respect to the Transaction, this provision
shall prevail unless such other agreement expressly overrides the provisions of the 871(m) Protocol.



 


		(dd)	Part 2(b) of the ISDA Schedule – Payee Representation.



 


		(i)	For the purpose of Section 3(f) of the Agreement, Counterparty makes the following representation
to Dealer:



 


Counterparty
is a corporation established under the laws of the Commonwealth of Massachusetts and is a “United States person” (as
that term is defined in Section 7701(a)(30) of the Code). Counterparty is a “U.S. person” (as that term is used in
section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for U.S. federal income tax purposes and an exempt recipient
under Treasury Regulation Section 1.6049-4(c)(1)(ii).


 


		(ii)	For the purpose of Section 3(f) of the Agreement, Dealer makes the following representation to
Counterparty:



 


Dealer represents to Counterparty
that for U.S. federal income tax purposes it is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii)
of the United States Treasury Regulations) and an “exempt recipient” (as that term is used in section 1.6049-4(c)(1)
of the United States Treasury Regulations).


 



    30 


     


    

 


		(ee)	Part 3(a) of the ISDA Schedule – Tax Forms.



 


	Party Required to Deliver Document	Form/Document/Certificate	Date by which to be Delivered
	Counterparty	A complete and duly executed United States Internal Revenue Service Form W-9 (or successor thereto).	(i) Upon execution and delivery of this Confirmation; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such Form previously provided by Counterparty has become obsolete or incorrect.
	Dealer	A complete and duly executed United States Internal Revenue Service Form W-9.	(i) Upon execution and delivery of this Confirmation; (ii) promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such Form previously provided by Dealer has become obsolete or incorrect.


 


(ff)          [Reserved]


 


(gg)        Financial
Assistance. Counterparty acknowledges that the Transaction may constitute a purchase of its equity securities or a capital
distribution.  Counterparty further acknowledges that, pursuant to the provisions of the Coronavirus Aid, Relief and Economic
Security Act (the “Cares Act”), the Counterparty will be required to agree to certain time-bound restrictions
on its ability to purchase its equity securities or make capital distributions if it receives loans, loan guarantees or direct
loans (as that term is defined in the Cares Act) under section 4003(b) of the Cares Act.  Counterparty further acknowledges
that it may be required to agree to certain time-bound restrictions on its ability to purchase its equity securities or make capital
distributions if it receives loans, loan guarantees or direct loans (as that term is defined in the Cares Act) under programs
or facilities established by the Board of Governors of the Federal Reserve System for the purpose of providing liquidity to the
financial system.  Accordingly, Counterparty represents and warrants that it, and each of its subsidiaries, has not applied,
and throughout the term of this Transaction shall not apply, for a loan, loan guarantee, direct loan (as that term is defined
in the Cares Act) or other investment, or to receive any financial assistance or relief (howsoever defined) under any program
or facility that (a) is established under applicable law, including the Cares Act and the Federal Reserve Act, as amended, and
(b) requires, as a condition of such loan, loan guarantee, direct loan (as that term is defined in the Cares Act), investment,
financial assistance or relief, that the Counterparty and/or any of its subsidiaries agree, attest, certify or warrant that it
has not, as of the date specified in such condition, repurchased, or will not repurchase, any equity security of Counterparty
and that it has not, as of the date specified in such condition, made a capital distribution or will not make a capital distribution.
Counterparty further represents and warrants that the Premium is not being paid, in whole
or in part, directly or indirectly, with funds received under or pursuant to any program or facility, including the U.S. Small
Business Administration’s “Paycheck Protection Program”, that (a) is established under applicable law (whether
in existence as of the Trade Date or subsequently enacted, adopted or amended), including without limitation the CARES Act and
the Federal Reserve Act, as amended, and (b) requires under such applicable law (or any regulation, guidance, interpretation
or other pronouncement of a governmental authority with jurisdiction for such program or facility) that such funds be used for
specified or enumerated purposes that do not include the purchase of the Transaction (either by specific reference to the Transaction
or by general reference to transactions with the attributes of the Transaction in all relevant respects).


 


[Signature pages follow]


 



    31 


     


    

 


Counterparty hereby
agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly
identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth
the terms of the agreement between Dealer and Counterparty with respect to the Transaction, by manually signing this Confirmation
or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately
returning an executed copy to Dealer.


 


	 	Very truly yours,
	 	 
	 	[___]
	 	 
	 	By:	 
	 	Name:
	 	Title:




 


[Signature Page
to Base Capped Call Confirmation]


 






     


     


    

 


Accepted and confirmed

as of the Trade Date:


 


	Haemonetics Corporation	 
	 	 
	By:	      	 
	Name:

                    Title:
	 


 


[Signature Page
to Base Capped Call Confirmation]