Exhibit
10.3


 





f


[Dealer
address]


 


	To:	Varex
Imaging Corporation
 1678 S. Pioneer Road

 Salt Lake City, Utah 84104
 Attention:  Matthew
Lowell, Treasurer
 Telephone No.:  (650) 460-8190 

Email:  matthew.lowell@vareximaging.com
	 	 
	From:	[Dealer]
	 	 
	Re:	Additional
Call Option Transaction
	 	 
	Date:	June
5, 2020





 


 


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] (“Dealer”) and Varex Imaging Corporation (“Counterparty”)
as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation”
as referred to in the Agreement (as defined 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 June 4, 2020 (the
“Offering Memorandum”) relating to the 4.00% Convertible Senior Notes due 2025 (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 175,000,000 (as increased by an aggregate principal amount
of USD 25,000,000 pursuant to the exercise by the Purchasers (as defined herein) of their option to purchase additional Convertible
Notes pursuant to the Purchase Agreement (as defined herein)) pursuant to an Indenture to be dated June 9, 2020 between Counterparty
and Wells Fargo 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)(iii) 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), (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 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:	June
    5, 2020




 


	 	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 Varex Imaging Corporation (“Issuer”), par value USD
                                         0.01 per share (Exchange symbol “VREX”).



 


	 	Number
    of Options:	25,000.
    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 48.0480.




 


	 	Strike
    Price:	USD
    20.8125




 






    2


     


    

 


		Premium:	USD
                                         [_____]



 


	 	Premium
    Payment Date:	June
    9, 2020




 


		Exchange:	NASDAQ
                                         Global Select Market



 


	 	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 in respect of which the holder of such
    Convertible Note would be entitled to an increase in the Convertible Rate pursuant to Section 5.07 of the Indenture (any such
    conversion, a “Make-Whole Conversion”), to which the provisions of Section 9(j)(iv) 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; provided that, subject
    to the “Notice of Exercise” provisions below, if Counterparty has not delivered to Dealer a related Notice of
    Exercise, then in no event shall a Conversion Date be deemed to occur hereunder (and no Option shall be exercised or deemed
    to be exercised hereunder) with respect to any surrender of a Convertible Note for conversion in respect of which Counterparty
    has elected to designate a financial institution for exchange in lieu of conversion of such Convertible Note pursuant to Section
    5.08 of the Indenture.




 


	 	Free
    Convertibility Date:	December 1, 2024




 


	 	Expiration
    Time: 	The Valuation Time




 


	 	Expiration
    Date: 	June 1, 2025, 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 (i) the number of Convertible Notes in denominations
    of USD 1,000 as to which such Conversion Date has occurred minus (ii) the number of Options that are or are deemed
    to be automatically exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement
    dated June 4, 2020 between Dealer and Counterparty (the “Base Call Option Confirmation”), shall be deemed
    to be automatically exercised; provided that such Options shall be exercised or deemed exercised only
if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below.




 






    3


     


    

 


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


 


	 	Notice
    of Exercise:	Notwithstanding
    anything to the contrary in the Equity Definitions or under “Automatic Exercise” above, in order to exercise any
    Options relating to Convertible Notes with a Conversion Date occurring on or after the Free Convertibility Date, Counterparty
    must notify 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 that,
    notwithstanding the foregoing, such notice (and the related exercise of Options hereunder) shall be effective if given after
    the applicable notice deadline specified above but prior to 5:00 p.m. (New York City time) on the fifth Exchange Business
    Day following such notice deadline, in which event the Calculation Agent shall have the right to adjust Dealer’s delivery
    obligation hereunder in good faith and in a commercially reasonable manner, with respect to the exercise of such Options,
    as appropriate to reflect the additional commercially reasonable costs and losses (limited to losses as a result of hedging
    mismatches and market losses) and expenses incurred by Dealer or any of its affiliates in connection with its hedging activities
    with such adjustments made assuming that Dealer maintains commercially reasonable hedge positions (including the unwinding
    of any hedge position) as a result of its not having received such notice prior to such notice deadline (it being understood
    that the adjusted delivery obligation described in the preceding proviso can never be less than zero and can never require
    any payment by Counterparty); provided, further, that if the Relevant Settlement Method for such Options is (x) Net
    Share Settlement and the Specified Cash Amount (as defined below) is not USD 1,000, (y) Cash Settlement or (z) 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 Shares or Settlement in Cash (each 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 Securities Exchange Act of 1934, as
    amended (the “Exchange Act”), and the rules and regulations
thereunder, in respect of any election of a settlement method with respect to the Convertible Notes.




 






    4


     


    

 


	 	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.




 


	 	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 listed or admitted for trading to open for trading during its regular trading session
or (ii) the occurrence or existence prior to 1:00 p.m. (New York City time) on any Scheduled Valid Day for the Shares for more
than one half-hour period in the aggregate during regular trading hours 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.”


 


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 Exercise or the Notice of Final Settlement Method,
    as applicable, for such Option.




 


	 	Relevant
    Settlement Method:	In respect of any
    Option:




 


(i)       if
Counterparty has elected, or is deemed to have elected, to settle its conversion obligations in respect of the related Convertible
Note (A) entirely in Shares pursuant to Section 5.03(A)(x) of the Indenture (together with cash in lieu of fractional Shares)
(such settlement method, “Settlement in Shares”), (B) in a combination of cash and Shares pursuant to Section
5.03(A)(z) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination
Settlement”) or (C) in a combination of cash and Shares pursuant to Section 5.03(A)(z) 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)(z) 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


 






    5


     


    

 


(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)(y) 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; provided that in no event shall the Net Share Settlement Amount for any Option
    exceed a number of Shares equal to the Applicable Limit for such Option divided by the Applicable Limit Price on the
    Settlement Date for such Option.




 


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;



 






    6


     


    

 


provided
that in no event shall the sum of (x) the Combination Settlement Cash Amount for any Option and (y) the Combination Settlement
Share Amount for such Option multiplied by the Applicable Limit Price on the Settlement Date for such Option, exceed the
Applicable Limit for such Option.


 


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 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; provided that in no event shall the Cash Settlement
    Amount exceed the Applicable Limit for such Option.




 


	 	Daily
    Option Value:	For any Valid Day,
    an amount equal to (i) the Option Entitlement on such Valid Day, multiplied by (ii) the Relevant Price on such Valid
    Day less 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.




 


	 	Applicable
    Limit:	For any Option,
    an amount of cash equal to the Applicable Percentage multiplied by the excess of (i) the aggregate of (A) the amount
    of cash, if any, paid to the Holder of the related Convertible Note upon conversion of such Convertible Note and (B) the number
    of Shares, if any, delivered to the Holder of the related Convertible Note upon conversion of such Convertible Note multiplied
    by the Applicable Limit Price on the Settlement Date for such Option, over (ii) USD 1,000.




 


	 	Applicable
    Limit Price:	On any day, the
    opening price as displayed under the heading “Op” on Bloomberg page VREX <equity> (or any successor thereto).




 






    7


     


    

 


	 	Valid
    Day:	A day on which (i)
    there is no Market Disruption Event and (ii) trading in the Shares generally occurs on the Exchange
or, if the Shares are not then listed on the Exchange, on the principal other 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 listed or admitted for trading. If the Shares are not so listed or
admitted for trading, “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 or market on which the Shares are listed
    or admitted for trading. If the Shares are not so listed or admitted for trading, “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 as displayed under the heading “Bloomberg VWAP” on Bloomberg page
    VREX <equity> AQR (or its equivalent successor if such page is not available) in respect of the period from the scheduled
    opening time of the Exchange to the Scheduled Closing Time of the Exchange on such Valid Day (or if such volume-weighted average
    price is unavailable at such time, 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
    trading hours.




 


	 	Settlement
    Averaging Period:	For any Option,
    the 60 consecutive Valid Days commencing on, and including, the 61st Scheduled Valid Day immediately prior to the Expiration
    Date; provided that if the Notice of Final Settlement Method or Notice of Exercise, as applicable, for such Option
    specifies that Settlement in Shares or Low Cash Combination Settlement applies to the related Convertible Note, the Settlement
    Averaging Period shall be the 120 consecutive Valid Days commencing on, and including, the 121st 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




 


	 	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.




 






    8


     


    

 


	 	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), 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), 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.




 






    9


     


    

 


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


 


		(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, as a result of such event
                                         or condition not having been publicly announced prior to the beginning of such period;
                                         and



 






    10


     


    

 



 


		(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, 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), 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.



 






    11


     


    

 





	 	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



 






    12


     


    

 


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



 





	 	Increased
Cost of Hedging:	Applicable


 





	 	Hedging
Party:	For all applicable Additional Disruption Events, Dealer. For the avoidance of doubt, whenever the Hedging Party is called
upon to make any adjustment or calculation pursuant to the terms of this Confirmation to take into account the effect of an Additional
Disruption Event, the Hedging Party shall make such adjustment or calculation in a commercially reasonable manner and assuming
that the Dealer maintains a commercially reasonable hedge position.


 





	 	Determining
Party:	For all applicable Extraordinary Events, Dealer; provided that when making any determination or calculation as
“Determining Party,” Dealer shall (i) 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 and (ii) make such determination or calculation assuming that the Dealer maintains a commercially reasonable hedge position.
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


 


 






    13


     


    

 





	 	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 Defaulting Party, Counterparty shall have the right to designate a nationally
recognized third-party dealer in over-the-counter corporate equity derivatives to replace Dealer as Calculation Agent, whose fees
and expenses, if any, shall be borne by Dealer, and the parties shall work in good faith to execute any appropriate documentation
required by such replacement Calculation Agent. 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 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.



 


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:


 


[_____]


 


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: [_____]



 






    14


     


    

 


7.            
Notices.


 


		(a)	Address for notices or communications to Counterparty:



 


Varex Imaging Corporation

1678 S. Pioneer Road


Salt Lake City, Utah 84104

Attention:  Matthew Lowell, Treasurer

Telephone No.:  (650) 460-8190


Email:  matthew.lowell@vareximaging.com


 


		(b)	Address for notices or communications to Dealer:



 


[_____]


 


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 June 4, 2020, between Counterparty and Goldman Sachs & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC,
as representatives of the Purchasers party thereto (the “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; and (iii) 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.



 


		(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 December 31,
2019 (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.



 






    15


     


    

 


		(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)	[Reserved.]



 


		(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)	Counterparty is not as of the Trade Date, and Counterparty shall not be after giving effect to
the transactions contemplated hereby, “insolvent” (as such term is defined in Section 101(32) of the U.S. Bankruptcy
Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and Counterparty would be able to purchase
a number of Shares equal to the Number of Shares in compliance with the laws of the jurisdiction of Counterparty’s incorporation
or organization (including without limitation the adequate surplus requirements of Section 160 of the General Corporation Law of
the State of Delaware).



 


		(k)	Prior to the Trade Date, Counterparty represents that Counterparty’s board of directors has
authorized the Transaction.



 


		(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.



 






    16


     


    

 


		(m)	Counterparty represents and warrants that it and any of its subsidiaries has not applied, and shall
not until after the first date on which no portion of the Transaction remains outstanding following any final exercise and settlement,
cancellation or early termination of the Transaction, apply, for a loan, loan guarantee, direct loan (as that term is defined in
the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”)) or other investment, or to receive
any financial assistance or relief under any program or facility (collectively “Financial Assistance”) that
(i) 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 (ii) (A) requires under applicable law
(or any regulation, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for such program
or facility) as a condition of such Financial Assistance, that Counterparty comply with any requirement not to, or otherwise 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 the condition, made a capital distribution or will make a capital distribution, or (B) where the terms
of the Transaction would cause Counterparty under any circumstances to fail to satisfy any condition for application for or receipt
or retention of the Financial Assistance (collectively “Restricted Financial Assistance”); provided,
that Counterparty may apply for Restricted Financial Assistance if Counterparty either (x) determines based on the advice of outside
counsel of national standing that the terms of the Transaction would not cause Counterparty to fail to satisfy any condition for
application for or receipt or retention of such Financial Assistance based on the terms of the program or facility as of the date
of such advice or (y) delivers to Dealer evidence or other guidance from a governmental authority with jurisdiction for such program
or facility that the Transaction is permitted under such program or facility (either by specific reference to the Transaction or
by general reference to transactions with the attributes of the Transaction in all relevant respects). 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).



 


9.            
Other Provisions.


 


		(a)	Opinions. Counterparty shall deliver to Dealer an opinion of counsel, dated as of
the Premium Payment Date, with respect to the matters set forth in Sections 8(a) through 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 State of Delaware. 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.



 






    17


     


    

 


		(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 37.16 million
(in the case of the first such notice) or (ii) thereafter more than 1.38 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 hedging activities as a consequence of becoming, or of the risk of becoming,
a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging
activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and
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.



 


		(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;



 






    18


     


    

 



 


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



 


		(E)	Dealer will not, as a result of any withholding or deduction made by the transferee or assignee
as a result of any Tax, receive from the transferee or assignee on any payment date an amount or number of Shares (taking into
account any additional amounts paid under Section 2(d)(i)(4) of the Agreement) that is less than the amount or the number of Shares
the Dealer would have received from Counterparty in the absence of such transfer or assignment;



 


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



 


		(G)	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



 


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



 






    19 


     


    

 


		(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 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 Parent, or
(B) to any other wholly owned direct or indirect subsidiary or branch of Dealer Parent with a long-term issuer rating equal to
or better than (1) the credit rating of Dealer at the time of the transfer or (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, (1) 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; and (2) such transfer or assignment does not cause
a deemed exchange for Counterparty of the Transaction under Section 1001 of the Code. 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 8.0%, (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 Section 203 of the Delaware
General Corporation Law 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 good faith, 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.



 






    20 


     


    

 


		(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.



 






    21 


     


    

 


		(ii)	Promptly, but in any event within five Scheduled Trading Days, 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; provided, further, that, any “Repayment Notice” delivered
to Dealer pursuant to the Base Call Option Confirmation shall deemed to be a Repayment Notice pursuant to this Confirmation
and the terms of such Repayment Notice shall apply, mutatis mutandis, to this Confirmation. 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) (x) the aggregate principal amount of such Convertible Notes specified in such Repayment Notice, divided
by USD 1,000, minus (y) the number of “Repayment Options” (as defined in the Base Call Option Confirmation),
if any, that relate to such Convertible Notes (and for the purposes of determining whether any Options under this Confirmation
or under the Base Call Option Confirmation will be among the Repayment Options hereunder or under, and as defined in, the Base
Call Option Confirmation, the Convertible Notes specified in such Repayment Notice shall be allocated first to the Base Call Option
Confirmation until all Options thereunder are exercised or terminated), 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 and (2) Counterparty were the sole
Affected Party with respect to such Additional Termination Event; provided that, in the event of a Repayment Event pursuant
to Section 4.02 of the Indenture or Section 4.03 of the Indenture, the Repayment Unwind Payment shall not be greater than (x) the
number of Repayment Options multiplied by (y) the product of (A) the Applicable Percentage and (B) the excess of (I) the
amount paid by Counterparty per Convertible Note pursuant to Section 4.02 of the Indenture or Section 4.03 of the Indenture, as
the case may be, over (II) USD 1,000 per Convertible Note. “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, the occurrence of an Amendment Event
(as defined below) 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.



 






    22 


     


    

 


		(iv)	Notwithstanding anything to the contrary in this Confirmation, upon any Make-Whole 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)	Promptly, but in any event within five Scheduled Trading Days, following the Conversion Date for
such Make-Whole Conversion, Counterparty shall provide written notice (an “Make-Whole Conversion Notice”) to
Dealer specifying the number of Convertible Notes surrendered for conversion on such Conversion Date (such Convertible Notes, the
“Affected Convertible Notes”), and the giving of such Make-Whole Conversion Notice shall constitute an Additional
Termination Event as provided in this clause (iv);



 


		(B)	Upon receipt of any such Make-Whole 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 Make-Whole 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 minus
the “Affected Number of Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Affected
Convertible Notes and (y) the Number of Options as of the Conversion Date for such Make-Whole 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;
provided that the amount payable with respect to such termination shall not be greater than (1) the Applicable Percentage,
multiplied by (2) the Affected Number of Options, multiplied by (3) (x) the sum of (i) the amount of cash paid (if
any) to the Holder (as such term is defined in the Indenture) of an Affected Convertible Note upon conversion of such Affected
Convertible Note and (ii) the number of Shares delivered (if any) to the Holder (as such term is defined in the Indenture) of an
Affected Convertible Note upon conversion of such Affected Convertible Note multiplied by the Applicable Limit Price, minus
(y) USD 1,000;



 


		(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 Make-Whole 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



 






    23 


     


    

 


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



 


		(k)	Amendments to Equity Definitions.



 


		(i)	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 2002 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.”



 


		(ii)	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) a 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 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.



 






    24 


     


    

 


	 	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.



 


	 	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.



 


		(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 the other 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.



 






    25 


     


    

 


		(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 for so long
as Hedge Shares cannot be sold by Dealer in the public market without registration (as determined by Dealer in its good faith reasonable
judgment based on advice of counsel) 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 or (ii) to
enable Dealer to effect transactions with respect to 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 120 Valid Days after the original Valid Day or other date
of valuation, payment or delivery, as the case may be.



 


		(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,
provided that under the applicable law effective on the date of designation, (1) at the time of such designation Counterparty
will not, as a result of such designation, either (I) be required to pay (including a payment in kind) the designee 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 designation, or (II) receive (including a payment in kind) from the designee 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 designation; and (2) such designation does not cause a deemed exchange for
Counterparty of the Transaction under Section 1001 of the Code. Dealer shall be discharged of its obligations to Counterparty to
the extent of any such performance.



 






    26 


     


    

 






 


		(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 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).



 






    27


     


    

 


		(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 “Optional Securities” (as
defined in the Purchase Agreement is not consummated with the 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 the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be
cancelled and terminated. Following such termination, cancellation and payment, 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.



 









    28


     


    




 


		(aa)	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.



 


		(bb)	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 ISDA 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.



 


		(cc)	Payee Tax Representations.



 


		(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 State of Delaware 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 Sections
1.6041-3(p) and 1.6049-4(c)(1)(ii) that is exempt from information reporting on IRS Form 1099 and backup withholding.


 


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



 


[_____]


 


		(dd)	Tax Forms. For the purpose of Sections 4(a)(i) and (ii) of the Agreement, Counterparty
agrees to deliver to Dealer a complete and duly executed United States Internal Revenue Service Form W-9 (or successor thereto)
and Dealer agrees to deliver to Counterparty a complete and duly executed United States Internal Revenue Service Form W-9 (or successor
thereto). Such forms or documents shall be delivered upon (i) execution and delivery of this Confirmation, (ii) promptly upon reasonable
request of the other party, and (iii) promptly upon learning that any such form or document previously provided by the other party
has become obsolete or incorrect.



 


		(ee)	Counterparts. Counterparts may be delivered via facsimile, electronic mail
                                                                (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the
                                                                Electronic Signatures and Records Act or other applicable law, e.g., DocuSign and AdobeSign (any such signature, an
                                                                “Electronic Signature”)) or other transmission method and any counterpart so delivered shall be deemed to
                                                                have been duly and validly delivered and be valid and effective for all purposes. The words “execution,”
                                                                “signed,” “signature” and words of like import in this Confirmation
or in any other certificate, agreement or document related to this Confirmation shall include any Electronic Signature, except
to the extent electronic notices are expressly prohibited under this Confirmation or the Agreement.



 


		(ff)	U.S. QFC Mandatory Contractual Requirements. The terms of the ISDA 2018 U.S. Resolution
Stay Protocol (“ISDA U.S. Stay Protocol”) are incorporated into and form a part of this Agreement, and this
Agreement shall be deemed a Protocol Covered Agreement for purposes thereof. For purposes of incorporating the ISDA U.S. Stay Protocol,
Dealer shall be deemed to be a Regulated Entity and Counterparty shall be deemed to be an Adhering Party. In the event of any inconsistences
between this Agreement and the ISDA U.S. Stay Protocol, the ISDA U.S. Stay Protocol will prevail.



 


[Signature pages follow]


 






    29


     


    

 





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 executing 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 Additional Bond Hedge]


 



     


     


    




 





Accepted and confirmed

as of the Trade Date:


 


	Varex Imaging Corporation
	 
	By:	 	 
	Name:
	Title:


 


[Signature Page
to Additional Bond Hedge]