Exhibit 10.1


 


[____]


[____]


[____]


 


	To:	
        

        Haemonetics Corporation

        125 Summer Street

        Boston, Massachusetts 02110

        Attention:

        Telephone No.:

        Email:

	 	 
	From:	
         

	 	 
	Re:	Additional Call Option Transaction
	 	 
	Date:	March 12, 2021




 





 



 


Dear Ladies and Gentlemen:


 


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


 


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


 






    


     


    

 


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


 


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



 


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



 


General Terms.


 


	 	Trade Date:	March 12, 2021
	 	 	 
	 	Effective Date:	The second Scheduled Trading Day immediately prior to the Premium Payment Date, subject to Section 9(x).
	 	 	 
	 	Option Style:	“Modified American”, as described under “Procedures for Exercise” below.
	 	 	 
	 	Option Type:	Call




 


		Buyer:	Counterparty



 


		Seller:	Dealer



 


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



 


	 	Number of Options:	65,000. For the avoidance of doubt, the Number of Options shall be reduced by any Options exercised by Counterparty. In no event will the Number of Options be less than zero.
	 	 	 
	 	Applicable Percentage:	[__]%
	 	 	 
	 	Option Entitlement:	A number equal to the product of the Applicable Percentage and 5.7033.



 






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	 	Strike Price:	USD 175.3371




 


	 	Cap Price:	USD 250.4800




 


		Premium:	USD [___]



 


	 	Premium Payment Date:	March 16, 2021




 


		Exchange:	New York Stock Exchange



 


	 	Related Exchange(s):	All Exchanges
	 	 	 
	 	Excluded Provisions:	Section 5.07 and Section 5.06 of the Indenture.




 


Procedures for Exercise.


 


	 	Conversion Date:	With respect to any conversion of a
    Convertible Note (other than any conversion of Convertible Notes with a Conversion Date occurring prior to the Free Convertibility
    Date (any such conversion, an “Early Conversion”), to which the provisions of Section 9(j)(iii) of
    this Confirmation shall apply), the date on which the Holder (as such term is defined in the Indenture) of such Convertible
    Note satisfies all of the requirements for conversion thereof as set forth in Section 5.02(A) of the Indenture.
	 	 	 
	 	Free Convertibility Date:	September 1, 2025
	 	 	 
	 	Expiration Time:	The Valuation Time
	 	 	 
	 	Expiration Date:	March 1, 2026, subject to earlier exercise.
	 	 	 
	 	Multiple Exercise:	Applicable, as described under “Automatic Exercise” below.
	 	 	 
	 	Automatic Exercise:	Notwithstanding Section 3.4 of the Equity Definitions,
    on each Conversion Date occurring on or after the Free Convertibility Date in respect of which a “Notice of Conversion”
    (as defined in the Indenture) that is effective as to Counterparty has been delivered by the relevant converting Holder, a
    number of Options equal to (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 March 2, 2021 between Dealer
    and Counterparty (the “Base Call Option Confirmation”), shall be deemed to be automatically exercised as
    follows: (a) if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise”
    below with respect to such Options, any such Options outstanding as of 5:00 p.m. (New York City Time) on the Expiration
    Date shall be deemed to be automatically exercised as described under “Notice of Exercise” below; or (b) if
    Counterparty has not provided such Notice of Exercise to Dealer in accordance with “Notice of Exercise” below,
    such Options shall be deemed to be automatically exercised as described under “Automatic Exercise on Expiration Date”
    below.




 






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	 	 	Notwithstanding the foregoing,
in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options.
	 	 	 
	 	Automatic Exercise on Expiration Date:	Notwithstanding anything to the contrary
    herein or in the Equity Definitions, unless Counterparty notified Dealer in writing prior to 5:00 P.M., New York City time,
    on the Expiration Date that it does not wish automatic exercise to occur, all Options then outstanding as of 5:00 P.M., New
    York City time, on the Expiration Date (other than any Options for which Dealer has received a Notice of Exercise in accordance
    with “Notice of Exercise” below) shall be deemed to be automatically exercised as if (i) a number of Convertible
    Securities (in denominations of USD 1,000 principal amount) equal to such number of then-outstanding Options were converted
    with a Conversion Date occurring on or after the Free Convertibility Date, regardless of whether or not such Convertible Securities
    are then-outstanding, and (ii) Net Share Settlement shall be applicable to such deemed exercise; provided that
    no such automatic exercise pursuant to this sentence shall occur if the Relevant Price for each Valid Day during the Settlement
    Averaging Period is less than or equal to the Strike Price.
	 	 	 
	 	Notice of Exercise:	Notwithstanding anything to the contrary in the
    Equity Definitions, Counterparty may exercise any Options relating to Convertible Notes with a Conversion Date occurring on
    or after the Free Convertibility Date, by notifying Dealer in writing (which, for the avoidance of doubt, may be by email)
    before 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date specifying
    the number of such Options; provided, further, that if the Relevant Settlement Method for such Options is (x) Cash
    Settlement or (y) Combination Settlement, Dealer shall have received a separate notice (the “Notice of Final
    Settlement Method”) (which, for the avoidance of doubt, may be by email) in respect of all such Convertible Notes
    before 5:00 p.m. (New York City time) on the Free Convertibility Date specifying (1) the Relevant Settlement Method
    for such Options, and (2) if the settlement method for the related Convertible Notes is not Settlement in Cash (as defined
    below), the fixed amount of cash per Convertible Note that Counterparty has elected to deliver to Holders (as such term is
    defined in the Indenture) of the related Convertible Notes (the “Specified Cash Amount”). Counterparty
    acknowledges its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of
    the Exchange Act (as defined below) and the rules and regulations thereunder, in respect of any election of a settlement
    method with respect to the Convertible Notes.



 






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




 


Settlement Terms.


 


	 	Settlement
Method:	For any Option, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for such
Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only
if Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Final Settlement Method for such
Option.
	 	 	 
	 	Relevant Settlement Method:	In respect of any Option:
	 	 	 
	 	 	(i)            if Counterparty has elected, or is deemed to have elected, in a combination of cash and Shares pursuant to Section 5.03(A)(y) of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each case, the Relevant Settlement Method for such Option shall be Net Share Settlement;
	 	 	 
	 	 	(ii)            if Counterparty has elected to settle its conversion obligations in respect of the related Convertible Note in a combination of cash and Shares pursuant to Section 5.03(A)(y) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; and
	 	 	 
	 	 	(iii)            if
    Counterparty has elected to settle its conversion obligations in respect of the related Convertible Note entirely in cash
    pursuant to Section 5.03(A)(x) of the Indenture (such settlement method, “Settlement in Cash”),
    then the Relevant Settlement Method for such Option shall be Cash Settlement.




 






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	 	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.
	 	 	 
	 	 	Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Share Settlement Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.
	 	 	 
	 	Combination Settlement:	If Combination Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will pay or deliver, as the case may be, to Counterparty, on the relevant Settlement Date for each such Option:




 


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



 


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



 






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	 	Cash Settlement:	If Cash Settlement is applicable to
    any Option exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions, Dealer will pay
    to Counterparty, on the relevant Settlement Date for each such Option, an amount of cash (the “Cash Settlement Amount”)
    equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of (i) the Daily Option
    Value for such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period.
	 	 	 
	 	Daily Option Value:	For any Valid Day, an amount equal to (i) the
    Option Entitlement on such Valid Day, multiplied by (ii) (A) the lesser of the Relevant Price on such Valid
    Day and the Cap Price, less (B) the Strike Price on such Valid Day; provided that if the calculation contained
    in clause (ii) above results in a negative number, the Daily Option Value for such Valid Day shall be deemed to be zero.
    In no event will the Daily Option Value be less than zero.
	 	 	 
	 	Valid Day:	A day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on the principal United States national or regional securities exchange on which the Shares are then listed or, if the Shares are not then listed on a United States national or regional securities exchange, on the principal other market on which the Shares are then traded. If the Shares are not so listed or traded, “Valid Day” means a Business Day.
	 	 	 
	 	Scheduled Valid Day:	A day that is scheduled to be a Valid Day on the principal U.S. national or regional securities exchange on which the Shares are listed, or if the Shares are not then listed on a United States national or regional securities exchange, on the principal other market on which the Shares are then traded. If the Shares are not so listed or traded, “Scheduled Valid Day” means a Business Day.
	 	 	 
	 	Business Day:	Any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.
	 	 	 
	 	Relevant Price:	On any Valid Day, the per-Share volume-weighted average price of the Shares as displayed under the heading “Bloomberg VWAP” on Bloomberg page HAE <equity> AQR (or its equivalent successor if such page is not available) in respect of the scheduled open of trading to the scheduled close of trading of the primary trading session on such Valid Day (or if such volume-weighted average price is unavailable, the market value of one Share on such Valid Day, as determined by the Calculation Agent in good faith and in a commercially reasonable manner using, if practicable, a volume-weighted average method). The Relevant Price will be determined without regard to after-hours trading or any other trading outside of the regular trading session.




 






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	Settlement Averaging Period:	 	For any Option, the 40 consecutive Valid Days commencing on, and including, the 41st Scheduled Valid Day immediately prior to the Expiration Date.
	 	 	 
	Settlement Date:	 	For any Option, the second Business Day immediately following the final Valid Day of the Settlement Averaging Period for such Option.
	 	 	 
	Settlement Currency:	 	USD
	 	 	 
	Other Applicable Provisions:	 	The provisions of Sections 9.1(c), 9.8, 9.9 and 9.11 of the Equity Definitions will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Share Settled”. “Share Settled” in relation to any Option means that Net Share Settlement or Combination Settlement is applicable to that Option.
	 	 	 
	Representation and Agreement:	 	Notwithstanding anything to the contrary in the Equity
    Definitions (including, but not limited to, Section 9.11 thereof), the parties acknowledge that (i) any Shares delivered
    to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from Counterparty’s status
    as issuer of the Shares under applicable securities laws, (ii) Dealer may deliver any Shares required to be delivered
    hereunder in certificated form in lieu of delivery through the Clearance System and (iii) any Shares delivered to Counterparty
    may be “restricted securities” (as defined in Rule 144 under the Securities Act of 1933, as amended (the
    “Securities Act”)).




 


		3.	Additional Terms applicable to the Transaction.



 


Adjustments applicable to the
Transaction:


 


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



 






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




 


		(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;



 






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



 


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



 


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




 


Extraordinary Events applicable
to the Transaction:


 


	Merger Events:	 	Applicable; provided that notwithstanding
    Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any event or condition
    set forth in the definition of “Common Stock Change Event” in Section 5.09 of the Indenture.
	 	 	 
	Tender Offers:	 	Applicable; provided that notwithstanding
    Section 12.1(d) of the Equity Definitions, a “Tender Offer” means the occurrence of any event or condition
    set forth in Section 5.05(A)(v) of the Indenture.




 






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	Consequences of Merger Events / Tender Offers:	 	Notwithstanding Section 12.2 and
    Section 12.3 of the Equity Definitions (which Section shall not apply for purposes of the Transaction except as
    provided in Section 9(aa) below), upon the occurrence of a Merger Event or a Tender Offer, the Calculation Agent
    shall make a corresponding adjustment in good faith and in a commercially reasonable manner in respect of any adjustment under
    the Indenture to any one or more of the nature of the Shares (in the case of a Merger Event), Strike Price, Number of Options,
    Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction, subject to
    the second paragraph under “Method of Adjustment”; provided, however, that such adjustment shall
    be made without regard to any adjustment to the Conversion Rate pursuant to any Excluded Provision; provided further
    that if with respect to any Merger Event or any Tender Offer, (A) the consideration for the Shares includes (or, at the
    option of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized under
    the laws of the United States, any State thereof or the District of Columbia or (B) the Counterparty to the Transaction
    following such Merger Event or Tender Offer will not be a corporation organized under the laws of the United States, any State
    thereof or the District of Columbia, then, Cancellation and Payment (Calculation Agent Determination) may apply at Dealer’s
    commercially reasonable election made in good faith; provided further that, for the avoidance of doubt, adjustments
    shall be made pursuant to the provisions set forth above regardless of whether any Merger Event or Tender Offer gives rise
    to an Early Conversion.
	 	 	 
	Consequences of Announcement Events:	 	Modified Calculation Agent Adjustment as set forth
    in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references
    to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender
    Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the word “shall”
    in the second line shall be replaced with “shall, if the Calculation Agent determines that such Announcement Event has
    had a material economic effect on the Transaction,” and the word “make” in the second line shall be replaced
    with “make, on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration
    Date, any Early Termination Date, any date of cancellation and/or any other date with respect to which the Announcement Event
    is cancelled, withdrawn, discontinued or otherwise terminated, as applicable, it being understood that any adjustment in respect
    of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event and shall
    not be duplicative with any other adjustment or cancellation valuation made pursuant to this Confirmation, the Equity Definitions
    or the Agreement,” and (z) the phrase “exercise, settlement, payment or any other terms of the Transaction
    (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that
    in no event shall the Cap Price be less than the Strike Price)”, the fifth and sixth lines shall be deleted in their
    entirety and replaced with the words “effect on the Transaction of such Announcement Event solely to account for changes
    in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or the Transaction”, and the
    words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time to or after
    the Announcement Event” shall be inserted prior to the word “which” in the seventh line. An Announcement
    Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the
    Equity Definitions is applicable.




 






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




 






    12


     


    

 



 


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



 






    13


     


    

 


	 	 	“For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms.”; and
	 	 	 
		(ii)	Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the
third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction
affected by such Hedging Disruption”.



 


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




 






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






 


		5.	Account Details.



 


		(a)	Account for payments to Counterparty:



 


			To be provided.



 


			Account for delivery of Shares to Counterparty:



 


			To be provided.



 


		(b)	Account for payments to Dealer:



 


[___]


[___]


[___]


[___]


 


Account for delivery of Shares from Dealer:


 


To be advised.


 


		6.	Offices.



 


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



 






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



 


		7.	Notices.



 


		(a)	Address for notices or communications to Counterparty:



 


Haemonetics Corporation


125 Summer Street


Boston, Massachusetts 02110


Attention:


Telephone No.:


Email:


 


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


 


Choate, Hall & Stewart LLP


Two International Place


Boston, MA 02110


Attention:


Telephone:


Email:


 


		(b)	Address for notices or communications to Dealer:



 


[___]


[___]


[___]


Attention:


Telephone No.:


Email:


 


With a copy to:


 


Attention:


Telephone No.:


Email:


 


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


 


		8.	Representations and Warranties of Counterparty.



 


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


 


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



 






    16


     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






    17


     


    

 


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



 


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



 


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



 


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



 


		9.	Other Provisions.



 


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



 






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



 


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



 


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



 






    19


     


    

 



 


		(e)	Transfer or Assignment.



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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


 






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



 






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		(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.



 






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



 






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



 


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



 


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



 


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



 


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



 


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



 


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


 






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



 


		(k)	Amendments to Equity Definitions.



 


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



 


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



 


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



 


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



 


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



 






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	 	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.
	 	 	 
	 	Share Termination Delivery Property:	A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.
	 	 	 
	 	Share Termination Unit Price:	The value of property contained in one Share Termination Delivery Unit, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation. For the avoidance of doubt, the parties agree that in determining the Share Termination Delivery Unit Price the Calculation Agent may consider the purchase price paid in connection with the purchase of Share Termination Delivery Property, assuming such purchase price reflects the prevailing market price of the Share Termination Delivery Unit.
	 	 	 
	 	Share Termination Delivery Unit:	One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “Exchange Property”), a unit consisting of the type and amount of such Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event, as determined by the Calculation Agent. If such Nationalization, Insolvency, or Merger Event involves a choice of Exchange Property to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.



 






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	 	 	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 either party has represented, expressly or otherwise, that such
other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges
that it and the other party have been induced to enter into the Transaction, as applicable, by, among other things, the mutual
waivers and certifications provided herein.



 


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



 


		(p)	Tax Disclosure. Effective from the date of commencement of discussions concerning
the Transaction, Counterparty and each of its employees, representatives, or other agents may disclose to any and all persons,
without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including
opinions or other tax analyses) that are provided to Counterparty relating to such tax treatment and tax structure.



 






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



 


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



 


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



 


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



 


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



 


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



 






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		(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).



 


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



 


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



 






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		(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.



 


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



 


		(bb)	FATCA. The term “Indemnifiable Tax” as defined in Section 14 of
the Agreement shall not include any tax imposed or collected pursuant to Sections 1471 through 1474 of the Code, any current or
future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the
Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered
into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the
avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the
purposes of Section 2(d) of the Agreement.



 


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



 


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



 


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



 






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


 


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



 


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


 


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



 


	Party Required

                                                                                to Deliver

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


 


(ff)     [Reserved]


 


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


 


[Signature pages follow]


 






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


 


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



 


[Signature Page to Base Capped
Call Confirmation]


 






      


     


    

 


Accepted and confirmed

as of the Trade Date:


 


	Haemonetics Corporation	 
	 	 
	 	 
	By:	 	 
	Name:

Title:	 


 


[Signature Page to Base Capped
Call Confirmation]