Exhibit 10.1


 


[Dealer Name]

[Dealer Address]


 


[_______], 2020


 


		To:	Omnicell, Inc.

590 E. Middlefield Road






Mountain View, CA 94043

Attention: Peter Kuipers, Executive Vice President and Chief Financial Officer

Attention: Dan Johnston, Executive Vice President and Chief Legal and Administrative Officer





Telephone
No.: (650) 251-6100

Email: peter.kuipers@omnicell.com and danj@omnicell.com


 


Re:          [Base][Additional]
Call Option Transaction


 


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 Omnicell, Inc. (“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.


 


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 September 21, 2020 (the “Offering
Memorandum”) relating to the [__]% Convertible Senior Notes due 2025 (as originally issued by Counterparty, the “Convertible
Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty
in an aggregate initial principal amount of USD [500,000,000] (as increased by [up to]1 an aggregate principal amount
of USD [75,000,000] [if and to the extent that]2[pursuant to the exercise by]3 the Initial Purchasers
(as defined herein) [exercise]4[of]5 their option to purchase additional Convertible Notes pursuant to
the Purchase Agreement (as defined herein)) pursuant to an Indenture [to be]6 dated September 24, 2020 (the “Indenture”)
between Counterparty and U.S. Bank National Association, as trustee (“Trustee”). In the event of any inconsistency
between the terms defined in the Offering Memorandum, the Indenture and this Confirmation, this Confirmation shall govern. The
parties acknowledge that this Confirmation is entered into on the date hereof with the understanding that (i) definitions
set forth in the Indenture which are also defined herein by reference to the Indenture and (ii) sections of the Indenture
that are referred to herein will conform to the descriptions thereof in the Offering Memorandum. If any such definitions in the
Indenture or any such sections of the Indenture differ from the descriptions thereof in the Offering Memorandum, the descriptions
thereof in the Offering Memorandum will govern for purposes of this Confirmation.


 


The parties further
acknowledge that the Indenture section numbers used herein are based on the [draft of the Indenture last reviewed by Dealer and
Counterparty as of the date of this Confirmation, and if any such section numbers are changed in the Indenture as executed, the
parties will amend this Confirmation in good faith to preserve the intent of the parties]7[Indenture as executed]8.
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 10.01(h) 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 14.07 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 unless the parties agree otherwise in writing.


 





 






1 Include in the Base Call Option Confirmation.


2 Include in the Base Call Option Confirmation.


3 Include in the Additional Call Option Confirmation.


4 Include in the Base Call Option Confirmation.


5 Include in the Additional Call Option Confirmation.


6 Insert if Indenture is not completed at the time
of the Confirmation.


7 Include in the Base Call Option Confirmation.
Include in the Additional Call Option Confirmation if it is executed before closing of the base deal.


8 Include in the Additional Call Option Confirmation,
but only if the Additional Call Option Confirmation is executed after closing of the base deal.


 






    


     


    

 


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 (the “Agreement”) in the form of the 2002 ISDA Master Agreement as if Dealer and Counterparty
had executed an agreement in such form on the date hereof (but without any Schedule except for (i) the election of US Dollars
(“USD”) as the Termination Currency[, (ii) the election of an executed guarantee of [_______] (“Guarantor”)
dated as of the Trade Date in substantially the form attached hereto as Annex A as a Credit Support Document, (iii) the designation
of Guarantor as Credit Support Provider in relation to Dealer]9
and (iv) (a) the election that the “Cross Default” provisions of Section 5(a)(vi) of the Agreement
shall apply to Dealer with a “Threshold Amount” of three percent of the shareholders’ equity of [Name of Dealer’s
Parent], (b) the phrase “or becoming capable at such time of being declared” shall be deleted from clause
(1) of such Section 5(a)(vi), (c) the following language shall be 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.”) [and (c) 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 Dealer’s banking business]10.
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. For the avoidance of doubt, except to the extent of an express
conflict, the application of any provision of this Confirmation, the Agreement or the Equity Definitions shall not be construed
to exclude or limit the application of any other provision of this Confirmation, the Agreement or the Equity Definitions. The Transaction
hereunder shall be the sole Transaction under the Agreement. If there exists any ISDA Master Agreement between Dealer and Counterparty
or any confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to
exist between Dealer and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation
or agreement or any other agreement to which Dealer and Counterparty are parties, the Transaction shall not be considered a Transaction
under, or otherwise governed by, such existing or deemed ISDA Master Agreement.



 


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



 


General Terms.


 


	Trade
    Date:	[__________],2020
	 	 
	Effective
    Date:	The second Exchange Business
    Day immediately prior to the Premium Payment Date
	 	 
	Option
    Style:	“Modified American”,
    as described under “Procedures for Exercise” below



 





 






9 Requested if Dealer is not the highest rated entity in group, typically from the parent.


10 Include if applicable.


 






    2


     


    

 


	Option
    Type:	Call
	 	 
	Buyer:	Counterparty
	 	 
	Seller:	Dealer
	 	 
	Shares:	The
                                         common stock of Counterparty, par value USD 0.001 per share (Exchange symbol “OMCL”).
	 	 
	Number
    of Options:	[_______]11.
    For the avoidance of doubt, the Number of Options shall be reduced by any Options exercised by Counterparty or that are terminated
    pursuant to Section 9(i)(ii) of this Confirmation. 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 [______]12
	 	 
	Strike Price:	USD [______]13
	 	 
	Premium:	USD
                                         [______]
	 	 
	Premium
    Payment Date:	[__________],2020
	 	 
	Exchange:	The
                                         Nasdaq Global Select Market
	Related
    Exchange(s):	All Exchanges;
    provided that Section 1.26 of the Equity Definitions shall be amended to add the words “United States”
    before the word “exchange” in the tenth line of such section.
	 	 
	Excluded
    Provisions:	Section 14.04(h) and
    Section 14.03 of the Indenture.
	 	 
	Procedures
    for Exercise.	 
	 	 
	Conversion
    Date:	With respect to any
    conversion of a Convertible Note, 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 14.02(b) of the Indenture;
    provided that if Counterparty has not delivered to Dealer a related Notice of Exercise, then in no event shall a Conversion
    Date be deemed to occur hereunder (and no Option shall be exercised or deemed to be exercised hereunder) with respect to any
    surrender of a Convertible Note for conversion in respect of which Counterparty has elected to designate a financial institution
    for exchange in lieu of conversion of such Convertible Note pursuant to Section 14.12 of the Indenture.
	 	 
	Free
    Convertibility Date:	May 15, 2025



 





 






11 For the Base Call Option Confirmation, this is equal to the number of Convertible Notes in
principal amount of $1,000 initially issued on the closing date for the Convertible Notes. For the Additional Call Option Confirmation,
this is equal to the number of additional Convertible Notes in principal amount of $1,000.


12 Insert the initial Conversion Rate for the Convertible Notes.


13 Insert the initial Conversion Price for the Convertible Notes.


 






    3


     


    

 


	Expiration
    Time:	The Valuation Time
	  	 
	Expiration
    Date:	September 15, 2025, subject to earlier
    exercise.
	 	 
	Multiple Exercise:	Applicable, as described
    under “Automatic Exercise” below.
	 	 
	Automatic Exercise:	Notwithstanding Section 3.4
    of the Equity Definitions, on each Conversion Date in respect of which a Notice of Conversion 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 September 21, 2020 between Dealer and Counterparty (the “Base Call Option Confirmation”),]14
    shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised
    only if Counterparty or the Trustee (or other agent authorized by Counterparty and previously identified to Dealer by Counterparty
    in writing) on behalf of Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise”
    below. If the Trustee (or any other such agent) on behalf of Counterparty provides any Notice of Exercise to Dealer, Dealer
    shall be entitled to rely on the accuracy of such Notice of Exercise without any independent investigation, and the contents
    of such notice shall be binding on Counterparty.
	 	 
	 	Notwithstanding the foregoing, in no event shall the number
    of Options that are exercised or deemed exercised hereunder exceed the Number of Options.



 





 






14 Include for Additional Call Option Confirmation only.


 






    4


     


    

 


	Notice of Exercise:	Notwithstanding
    anything to the contrary in the Equity Definitions or under “Automatic Exercise” above, in order to exercise any
    Options, Counterparty or the Trustee (or other agent authorized by Counterparty and previously identified to Dealer by Counterparty
    in writing) on behalf of Counterparty must notify Dealer in writing before 5:00 p.m. (New York City time) on the Scheduled
    Valid Day immediately preceding the scheduled first day of the Settlement Averaging Period for the Options being exercised
    (the “Exercise Notice Deadline”) of (i) the number of such Options, (ii) the scheduled first
    day of the Settlement Averaging Period and the scheduled Settlement Date, (iii) the Relevant Settlement Method for such
    Options, and (iv) if the Relevant Settlement Method for such Options is Combination Settlement, 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”); provided that notwithstanding the
    foregoing, such notice (and the related exercise of Options) shall be effective if given after the Exercise Notice Deadline,
    but prior to 4:00 p.m. (New York City time) on the fifth Scheduled Valid Day following the Exercise Notice Deadline,
    in which event the Calculation Agent shall have the right to adjust the delivery obligation under this Confirmation as appropriate
    to reflect the commercially reasonable additional costs (including, but not limited to, hedging mismatches and market losses)
    and commercially reasonable expenses incurred by Dealer (or any of its affiliates) in connection with its or their ability
    to maintain or establish commercially reasonable hedging activities hereunder (including the unwinding of any commercially
    reasonable hedge position) as a result of Dealer not having received such notice on or prior to the Exercise Notice Deadline
    and Dealer’s obligation to make any payment or delivery in respect of such exercise shall not be extinguished;
    and provided further that in respect of any Options relating to Convertible Notes with a Conversion Date as set forth
    in clause (iii) of the definition of Settlement Averaging Period below, (A) such notice may be given on or prior
    to the second Scheduled Valid Day immediately preceding the Expiration Date and need only specify the information required
    in clause (i) above, and (B) if the Relevant Settlement Method for such Options is not Net Share Settlement, Dealer
    shall have received a separate notice (the “Notice of Final Settlement Method”) in respect of all such
    Convertible Notes before 5:00 p.m. (New York City time) on the Free Convertibility Date specifying the information required
    in clauses (iii) and, if applicable, (iv) above. If the Trustee (or any other such agent) on behalf of Counterparty
    provides such notice to Dealer, Dealer shall be entitled to rely on the accuracy of any such notice without any independent
    investigation, and the contents of such notice shall be binding on Counterparty.
	  	 
	Valuation
    Time:	At the close of trading
    of the regular trading session on the Exchange; provided that if the principal trading session is extended past
    the close of the regular trading session for such Exchange, the Calculation Agent shall determine the Valuation Time 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 (i) a failure by the primary United States national or regional securities exchange or
    market on which the Shares are listed or admitted for trading to open for trading during its regular trading session or (ii) the
    occurrence or existence prior to 1:00 p.m. (New York City time) on any Scheduled Valid Day for the Shares for more than
    one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by
    reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Shares or in any
    options contracts or futures contracts relating to the Shares.”



 






    5


     


    

 


	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
    or Trustee (or other agent authorized by Counterparty and previously identified to Dealer by Counterparty in writing) shall
    have notified Dealer of the Relevant Settlement Method in the Notice of Exercise or Notice of Final Settlement Method, as
    applicable, for such Option. If the Trustee (or any other such agent) on behalf of Counterparty provides any such notice,
    Dealer shall be entitled to rely on the accuracy of such notice without any independent investigation, and the contents of
    such notice shall be binding on Counterparty. 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 related Convertible Notes.
	 	 
	Relevant
    Settlement Method:	In respect of any
    Option:
	 	 
	 	(i)   if
    Counterparty has elected to settle its conversion obligations in respect of the related Convertible Note (A) entirely
    in Shares pursuant to Section 14.02(a)(iv)(A) of the Indenture (together with cash in lieu of fractional Shares)
    (such settlement method, “Settlement in Shares”), (B) in a combination of cash and Shares pursuant
    to Section 14.02(a)(iv)(C) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method,
    “Low Cash Combination Settlement”) or (C) in a combination of cash and Shares pursuant to Section 14.02(a)(iv)(C) of
    the Indenture with a Specified Cash Amount equal to USD 1,000 (such settlement method, “Par Cash Settlement”),
    then, for each of the cases in clause (A) (Settlement in Shares), clause (B) (Low Cash Combination Settlement) and
    clause (C) (Par Cash Settlement), 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 14.02(a)(iv)(C) 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



 






    6


     


    

 


	 	(iii)   if
    Counterparty has elected to settle its conversion obligations in respect of the related Convertible Note entirely in cash
    pursuant to Section 14.02(a)(iv)(B) of the Indenture (such settlement method, “Settlement in Cash”),
    then the Relevant Settlement Method for such Option shall be Cash Settlement.
	 	 
	Net
    Share Settlement:	If Net Share Settlement
    is applicable to any Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant
    Settlement Date for each such Option, a number of Shares (the “Net Share Settlement Amount”) equal to the
    sum, for each Valid Day during the Settlement Averaging Period for each such Option, of (i) (a) the Daily Option
    Value for such Valid Day, divided by (b) the Relevant Price on such Valid Day, divided by (ii) the
    number of Valid Days in the Settlement Averaging Period; provided that in no event shall the Net Share Settlement
    Amount for any Option exceed a number of Shares equal to the Applicable Limit for such Option divided by the Applicable
    Limit Price on the Settlement Date for such Option.
	 	 
	 	Dealer will pay cash
    in lieu of delivering any fractional Shares to be delivered with respect to any Net Share Settlement Amount valued at the
    Relevant Price for the last Valid Day of the Settlement Averaging Period.
	 	 
	Combination
    Settlement:	If Combination Settlement
    is applicable to any Option exercised or deemed exercised hereunder, Dealer will pay or deliver, as the case may be, to Counterparty,
    on the relevant Settlement Date for each such Option:




 


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



 



    7


     


    

 


	 	provided
that in no event shall the sum of (x) the Combination Settlement Cash Amount for any Option and (y) the Combination Settlement
Share Amount for such Option multiplied by the Applicable Limit Price on the Settlement Date for such Option, exceed the
Applicable Limit for such Option. If any reduction is made to the delivery obligation hereunder as a result of the foregoing, such
reduction shall first be made to any Combination Settlement Share Amount.
	 	 
	 	Dealer will deliver cash in
lieu of any fractional Shares to be delivered with respect to any Combination Settlement Share Amount valued at the Relevant Price
for the last Valid Day of the Settlement Averaging Period.



  


	Cash
    Settlement:	If Cash Settlement
    is applicable to any Option exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions,
    Dealer will pay to Counterparty, on the relevant Settlement Date for each such Option, an amount of cash (the “Cash
    Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option,
    of (i) the Daily Option Value for such Valid Day, divided by (ii) the number of Valid Days in the Settlement
    Averaging Period; provided that in no event shall the Cash Settlement Amount for any Option exceed the Applicable Limit
    for such Option.
	 	 
	Daily
    Option Value:	For any Valid Day, an
    amount equal to (i) the Option Entitlement on such Valid Day, multiplied by (ii) (a) the Relevant Price
    on such Valid Day 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.



 



    8


     


    

 


	Make-Whole
    Adjustment:	Notwithstanding
    anything to the contrary herein, in respect of any exercise of Options relating to a conversion of Convertible Notes for which
    additional Shares will be added to the “Conversion Rate” (as defined in the Indenture) as determined pursuant
    to Section 14.03 of the Indenture, the Daily Option Value shall be calculated as if the Option Entitlement included the
    Applicable Percentage of the number of such additional Shares as determined with reference to the adjustment set forth in
    such Section 14.03 of the Indenture; provided that if the sum of (i) the product of (a) the number
    of Shares (if any) deliverable by Dealer to Counterparty per exercised Option and (b) the Applicable Limit Price on the
    Settlement Date and (ii) the amount of cash (if any) payable by Dealer to Counterparty per exercised Option would otherwise
    exceed the amount per Option, as determined by the Calculation Agent, that would be payable by Dealer under Section 6
    of the Agreement if (x) the relevant Conversion Date were an Early Termination Date resulting from an Additional Termination
    Event with respect to which the Transaction was the sole Affected Transaction and Counterparty was the sole Affected Party
    and (y) Section 14.03 of the Indenture were deleted, then each Daily Option Value shall be proportionately reduced
    to the extent necessary to eliminate such excess, with such reduction first being made to any Shares deliverable hereunder.
	 	 
	Applicable
    Limit:	For any Option, an amount
    of cash equal to the Applicable Percentage multiplied by the excess of (i) the sum of (A) the amount of cash,
    if any, payable to the Holder of the related Convertible Note upon conversion of such Convertible Note determined pursuant
    to Section 14.02(a)(iv) of the Indenture and (B) the number of Shares, if any, deliverable to the Holder of
    the related Convertible Note upon conversion of such Convertible Note determined pursuant to Section 14.02(a)(iv) of
    the Indenture multiplied by the Applicable Limit Price on the Settlement Date for such Option, over (ii) USD 1,000.
	 	 
	Applicable
    Limit Price:	On any day, the opening
    price as displayed under the heading “Op” on Bloomberg page OMCL <equity> (or any successor thereto).
	 	 
	Valid
    Day:	A day on which (i) there
    is no Market Disruption Event and (ii) trading in the Shares generally occurs on The Nasdaq Global Select Market or,
    if the Shares are not then listed on The Nasdaq Global Select Market, on the principal other United States national or regional
    securities exchange on which the Shares are then listed or, if the Shares are not then listed on a United States national
    or regional securities exchange, on the principal other market on which the Shares are then listed or admitted for trading.
    If the Shares are not so listed or admitted for trading, “Valid Day” means a Business Day.
	 	 
	Scheduled
    Valid Day:	A day that is scheduled
    to be a Valid Day on the principal United States national or regional securities exchange or market on which the Shares are
    listed or admitted for trading. If the Shares are not so listed or admitted for trading, “Scheduled Valid Day”
    means a Business Day.



 






    9


     


    

 


	Business
    Day:	Any day other than a
    Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order
    to close or be closed.
	 	 
	Relevant
    Price:	On any Valid Day, the
    per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “OMCL
    <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the
    scheduled open of trading until the Scheduled Closing Time of the Exchange on such Valid Day (or if such volume-weighted average
    price is unavailable at such time, the market value of one Share on such Valid Day, as determined by the Calculation Agent
    in good faith and in a commercially reasonable manner using, if practicable, a volume-weighted average method). The Relevant
    Price will be determined without regard to after-hours trading or any other trading outside of the regular trading session
    trading hours.
	 	 
	Settlement
    Averaging Period:	For any Option:




 


		(i)	subject to clause (ii), if the related Conversion Date occurs prior to the Free Convertibility
Date, the 60 consecutive Valid Days beginning on, and including, the second Valid Day immediately succeeding such Conversion Date;
	 	 	 
		(ii)	with respect to any conversion of Convertible Notes called for redemption (or deemed called for
redemption) pursuant to Section 14.01(b)(v) of the Indenture, if the related Conversion Date occurs on or after the date
of Counterparty’s issuance of a Notice of Redemption (as defined in the Indenture) with respect to such Convertible Notes
pursuant to Section 16.02 of the Indenture and prior to the relevant Redemption Date (as defined in the Indenture), the 60
consecutive Trading Days beginning on, and including, the 61st Scheduled Valid Day immediately preceding such Redemption Date;
or
	 	 	 
		(iii)	subject to clause (ii), if the related Conversion Date occurs on or after the Free Convertibility
Date, the 60 consecutive Valid Days beginning on, and including, the 61st Scheduled Valid Day immediately preceding 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



 






    10


     


    

 




 


	Other Applicable Provisions:	To the extent Dealer is obligated to deliver Shares hereunder, the provisions of Sections 9.1(c), 9.8, 9.9 and 9.11 of the Equity Definitions will be applicable, as if Physical Settlement applied to the Transaction.




 


	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, upon delivery, be 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”)). With respect to any such certificated Shares (as described in clause (ii) above), the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by deleting the remainder of the provision after the word “encumbrance” in the fourth line thereof.




 


		3.	Additional Terms applicable to the Transaction.



 


Adjustments applicable to the
Transaction:


 


	Potential Adjustment Events:	Notwithstanding Section 11.2(e) of the Equity Definitions, 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 (as determined by the Calculation Agent by reference to the Dilution Adjustment Provisions) 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 fourth sentence of Section 14.04(c) of the Indenture or the fourth sentence of Section 14.04(d) of the Indenture).




 


	Method of Adjustment:	Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions (and, for the avoidance of doubt, in lieu of any adjustments pursuant to such Section), upon any Potential Adjustment Event, the Calculation Agent shall make a corresponding adjustment in respect of any adjustment to the Convertible Notes under the Indenture to any one or more of the Strike Price, Number of Options, Option Entitlement, the composition of the Shares and any other variable relevant to the exercise, settlement or payment for the Transaction, as determined by reference to the Dilution Adjustment Provisions, to the extent an adjustment is required under the Indenture.




 






    11


     


    

  


	 	Notwithstanding the foregoing:
		(i)	if the Calculation Agent acting in good faith and in a commercially reasonable manner disagrees
with any adjustment pursuant to the terms of the Indenture that is the basis of any adjustment hereunder and that involves an exercise
of discretion by Counterparty or its board of directors (including, without limitation, pursuant to Section 14.05 of the Indenture,
Section 14.07 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 the adjustment to be made to any one or more of the composition of the Shares, Strike Price,
Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction
in a commercially reasonable manner; provided that, notwithstanding the foregoing, if any Potential Adjustment Event
occurs during the Settlement Averaging Period but no adjustment is made 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 an adjustment, consistent with the methodology set forth in the Indenture, to the terms hereof
in order to account for such Potential Adjustment Event;



 


		(ii)	in connection with any Potential Adjustment Event as a result of an event or condition set forth
in Section 14.04(b) of the Indenture or Section 14.04(c) of the Indenture where, in either case, the period
for determining “Y” (as such term is used in Section 14.04(b) of the Indenture) or “SP0”
(as such term is used in Section 14.04(c) 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 adjust any variable
relevant to the exercise, settlement or payment for the Transaction as appropriate to reflect the commercially reasonable costs
and benefits (including, but not limited to, hedging mismatches and market gains and losses) and commercially reasonable gains
and losses incurred by Dealer in connection with its commercially reasonable hedging activities (subject to the requirements set
forth under Hedging Adjustments below) as a result of such event or condition not having been publicly announced prior to the beginning
of such period; and



 






    12


     


    

 


		(iii)	if the terms of any Potential Adjustment Event are declared by Counterparty and (a) the event
or condition giving rise to such Potential Adjustment Event is subsequently amended, modified, cancelled or abandoned (whether
or not there has been a “Conversion Rate” adjustment under the Indenture for such Potential Adjustment Event), (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 other than pursuant to the fourth sentence of Section 14.04(c) of the Indenture
or the fourth sentence of Section 14.04(d) of the Indenture 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 such adjustment,
in respect of such Potential Adjustment Event, is modified, amended, altered or corrected (each of clauses (a), (b) and (c),
a “Potential Adjustment Event Change”) then, in each case, but without duplication, the Calculation Agent shall
adjust any variable relevant to the exercise, settlement or payment for the Transaction as appropriate to reflect the commercially
reasonable costs and benefits (including, but not limited to, commercially reasonable hedging mismatches and market gains and losses)
and commercially reasonable gains and losses incurred by Dealer in connection with its commercially reasonable hedging activities
(subject to the requirements set forth under Hedging Adjustments below) as a result of such Potential Adjustment Event Change.



 


	Dilution Adjustment Provisions:	Sections 14.04(a), (b), (c), (d) and (e) and Section 14.05 of the Indenture.




 






    13


     


    

 


Extraordinary Events applicable
to the Transaction:


 


	Merger Events:	Applicable;
    provided that notwithstanding Section 12.1(b) of the Equity Definitions, a “Share Exchange Event”
    means the occurrence of any event or condition set forth in the definition of “Share Exchange Event” in Section 14.07(a) 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 14.04(e) of the Indenture.




 


	Consequence
of Merger Events / Tender Offers:	Notwithstanding Section 12.2 and Section 12.3
    of the Equity Definitions, upon the occurrence of a Merger Event or a Tender Offer, the Calculation Agent shall make an adjustment
    in respect of any adjustment required to be made 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 (as determined by the Calculation Agent acting in good faith and in a commercially
    reasonable manner by reference to the relevant provisions of the Indenture); provided that (x) such adjustment shall
    be made without regard to any adjustment to the Conversion Rate pursuant to any Excluded Provision and (y) the Calculation
    Agent shall limit or alter any such adjustment referenced in this paragraph to maintain the fair value of the Transaction
    as a result of such adjustment; and provided further that, notwithstanding the foregoing, if the Calculation Agent
    in good faith disagrees with any adjustment pursuant to the terms of the Indenture that is the basis of any adjustment hereunder
    and that involves an exercise of discretion by Counterparty or its board of directors (including, without limitation, pursuant
    to Section 10.01(g) of the Indenture or any supplemental indenture entered into pursuant to Section 14.07(a) of
    the Indenture), then the Calculation Agent acting in good faith and in a commercially reasonable manner will determine the
    adjustment to be made to any one or more of the nature of the Shares, Strike Price, Number of Options, Option Entitlement
    and any other variable relevant to the exercise, settlement or payment for the Transaction in a commercially reasonable manner;
    and provided further that if, with respect to a Merger Event or a Tender Offer, (i) 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, (ii) the Counterparty
    to the Transaction following such Merger Event or Tender Offer, will not be a corporation or (iii) if the Counterparty
    to the Transaction following such Merger Event or Tender Offer would not be the Issuer following such Merger Event or Tender
    Offer, unless, in the case of this clause (iii), Counterparty and the issuer of the Shares have entered into such documentation
    containing representations, warranties and agreements related to securities law and other issues as requested by Dealer that
    Dealer has determined, in its reasonable discretion, to be reasonably necessary or appropriate to allow Dealer to preserve
    its commercially reasonable hedging or hedge unwind activities in connection with the Transaction in a manner compliant with
    applicable legal regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer,
    then, in each case, Dealer, in its commercially reasonable discretion, may elect for Cancellation and Payment (Calculation
    Agent Determination) to apply.




 






    14


     


    

 


	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 phrase “the
    interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal
    interpretation”, (ii) by adding the phrase “and/or Hedge Position” after the word “Shares”
    in clause (X) thereof and (iii) by 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 provided further
    that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning
    after the word “regulation” in the second line thereof with the phrase “(including, for the avoidance of
    doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated
    by existing statute)”.




 


	Failure
    to Deliver:	Applicable
	 	 
	Hedging
    Disruption:	Applicable; provided
    that:




 






    15


     


    

 


		(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 sentence at the end of such Section:
	 	 	 
	 	 	“For
the avoidance of doubt, (i) the term “equity price risk” shall be deemed to include, but shall not be limited
to, stock price and volatility risk, and (ii) any such transactions or assets referred to in clause (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. All calculations by Determining Party shall be made in good faith and in a commercially reasonable manner.
    Following any calculation by Determining Party hereunder, upon written request by Counterparty, Determining Party will provide
    to 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 calculation; provided 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 or any information that is subject to an obligation not to disclose such information.




 


	Non-Reliance:	Applicable.
	 	 
	Agreements
    and Acknowledgements
 Regarding Hedging Activities:	Applicable
	 	 
	Hedging
    Adjustments:	For the avoidance of
    doubt, whenever the Calculation Agent, Determining Party or Dealer is permitted to make an adjustment pursuant to the terms
    of this Confirmation or the Equity Definitions to take into account the economic effect of an event (other than, for the avoidance
    of doubt, any adjustment that is required to be made by reference to the Indenture), the Calculation Agent, Determining Party
    or Dealer shall make such adjustment, if any, by reference to the effect of such event on Dealer assuming that Dealer maintains
    a commercially reasonable hedge position.




 






    16


     


    

 


	Additional Acknowledgments:	Applicable




 


	4.	Calculation
                                         Agent.	Dealer;
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 obligations of the Calculation
Agent hereunder and such failure continues for five 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 first date the Calculation Agent fails to timely make
such calculation, adjustment or determination or to perform such obligation, as the case may be, and ending on the earlier of
the Early Termination Date with respect to such Event of Default and the date on which such Event of Default is no longer continuing,
as Calculation Agent.
	 	 	 
	 	 	All calculations and determinations
by the Calculation Agent shall be made in good faith and in a commercially reasonable manner. Following any calculation by the
Calculation Agent hereunder, upon written request by Counterparty, the Calculation Agent will 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 calculation; provided that in
no event will Dealer be obligated to share with Counterparty any proprietary or confidential data or information or any proprietary
or confidential models used by it or any information that is subject to an obligation not to disclose such information.



 


		5.	Account Details.



 


		(a)	Account for payments to Counterparty:



 


	Bank Name:	[*******]
	 	 
	Domestic ABA #:	[*******]
	 	 
	Account #:	[*******]
	 	 
	SWIFT Code for International:	[*******]
	 	 
	Bank Address:	[*******]



 


Account for delivery of Shares to Counterparty:


 


To be provided by Counterparty.


 






    17


     


    

 


		(b)	Account for payments to Dealer:



 


[Bank: [_____________]

ABA#: [_____________]

Acct No.: [_____________]

Beneficiary: [_____________]

Ref: [_____________]]


 


Account for delivery of Shares
from Dealer:


 


[_____________]


 


		6.	Offices.



 


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



 


		(b)	The Office of Dealer for the Transaction is: [_____________]



 


		7.	Notices.



 


		(a)	Address for notices or communications to Counterparty:



 


Omnicell, Inc.

590 E. Middlefield Road

Mountain View, CA 94043

Attention:            Peter Kuipers, Executive Vice President and
Chief Financial Officer

Attention:            Dan Johnston, Executive Vice President and
Chief Legal and Administrative Officer


 


Telephone
No.:   (650) 251-6100

Email:                    peter.kuipers@omnicell.com
and danj@omnicell.com


 


		(b)	Address for notices or communications to Dealer:



 


[_____________]


 


		8.	Representations, Warranties and Covenants.



 


		I.	Representations, Warranties and Covenants of Counterparty. Counterparty hereby represents
and warrants to Dealer that each of the representations and warranties of Counterparty set forth in Section 3 of the Purchase
Agreement (the “Purchase Agreement”) dated as of September 21, 2020, between Counterparty and J.P. Morgan
Securities LLC and Wells Fargo Securities, LLC, as representatives of the Initial Purchasers party thereto (the “Initial
Purchasers”), is true and correct and is hereby deemed to be repeated to Dealer as if set forth herein. Counterparty
hereby further represents and warrants to Dealer on the date hereof and on and as of the Premium Payment Date that:



 


		(a)	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.



 


		(b)	Each of Counterparty and its affiliates is not, on the date hereof, aware of any material non-public
information with respect to Counterparty or the Shares. All reports and other documents filed by Counterparty with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), when
considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any
earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact
required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were
made, not misleading.



 






    18


     


    

 


		(c)	To Counterparty’s knowledge, no U.S. state or local 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, other than any regulation that Dealer would be subject to as a result of its being a regulated entity under various
applicable laws, including U.S. securities laws and FINRA.



 


		(d)	Counterparty (i) is an “institutional account” as defined in FINRA Rule 4512(c);
(ii) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment
strategies involving a security or securities, and will exercise independent judgment in evaluating the recommendations of Dealer
or its associated persons; and (iii) will notify Dealer if any of the statements contained in clause (i) or (ii) of
this Section 8I(d) ceases to be true.



 


		(e)	Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges
that neither Dealer nor any of its affiliates is making any representations or warranties or taking any position or expressing
any view with respect to the treatment of the Transaction under any accounting standards including ASC Topic 260, Earnings Per
Share, ASC Topic 815, Derivatives and Hedging, or ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives
and Hedging – Contracts in Entity’s Own Equity (or any successor issue statements).



 


		(f)	Counterparty is not engaged in an “issuer tender offer” as such term is defined in
Rule 13e-4 under the Exchange Act with respect to any Shares or any security convertible into or exchangeable or exercisable
for any Shares nor is it aware of any third party tender offer with respect to any such securities within the meaning of Rule 13e-1
under the Exchange Act.



 


		(g)	Counterparty is not entering into this Confirmation to create actual or apparent trading activity
in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate the price of the Shares (or any security
convertible into or exchangeable for Shares) or in violation of the Exchange Act.



 


		(h)	On each of the Trade Date and the Premium Payment Date, 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 Counterparty would be able to purchase the Number of Shares in compliance with the laws of the jurisdiction of
Counterparty’s incorporation.



 


		(i)	Counterparty understands that notwithstanding any other relationship between Counterparty and Dealer
and its affiliates, in connection with this Transaction and any other over-the-counter derivative transactions between Counterparty
and Dealer or its affiliates, Dealer or its affiliate is acting as principal and is not a fiduciary or advisor in respect of any
such transaction, including any entry, exercise, amendment, unwind or termination thereof.



 


		(j)	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.



 


		(k)	[Counterparty represents and warrants that it has received, read and understands the OTC Options
Risk Disclosure Statement and a copy of the most recent disclosure pamphlet prepared by The Options Clearing Corporation entitled
 “Characteristics and Risks of Standardized Options”.]



 






    19


     


    

 


		II.	Representations, Warranties and Covenants of Counterparty and Dealer. Counterparty and Dealer
hereby represent and warrant to Dealer and Counterparty, respectively, on the date hereof and on and as of the Premium Payment
Date that:



 


		(a)	Each 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).



 


		(b)	Each of Dealer and Counterparty acknowledges that the offer and sale of the Transaction to it is
intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof. Accordingly,
Counterparty represents and warrants to Dealer that (i) it has the financial ability to bear the economic risk of its investment
in the Transaction and is able to bear a total loss of its investment and its investments in and liabilities in respect of the
Transaction, which it understands are not readily marketable, are not disproportionate to its net worth, and it is able to bear
any loss in connection with the Transaction, including the loss of its entire investment in the Transaction, (ii) it is an
 “accredited investor” as that term is defined in Regulation D as promulgated under the Securities Act, (iii) it
is entering into the Transaction for its own account and without a view to the distribution or resale thereof, (iv) the assignment,
transfer or other disposition of the Transaction has not been and will not be registered under the Securities Act and is restricted
under this Confirmation, the Securities Act and state securities laws, and (v) its financial condition is such that it has
no need for liquidity with respect to its investment in the Transaction and no need to dispose of any portion thereof to satisfy
any existing or contemplated undertaking or indebtedness and is capable of assessing the merits of and understanding (on its own
behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transaction.



 


		9.	Other Provisions.



 


		(a)	Opinions. On or prior to the Premium Payment Date, Counterparty shall deliver to
Dealer an opinion of counsel, dated as of the Premium Payment Date, with respect to the due incorporation, existence and good standing
of Counterparty in Delaware, the due authorization, execution and delivery of this Confirmation, and, in respect of the execution,
delivery and performance of this Confirmation, the absence of any conflict with or breach of any material agreement governing indebtedness,
Counterparty’s certificate of incorporation or Counterparty’s by-laws. 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.



 






    20


     


    

 






		(b)	Repurchase
Notices. Counterparty shall, on any day on which Counterparty effects any repurchase of Shares, promptly give Dealer a
written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the number
of outstanding Shares as determined on such day is (i) less than [__]15
million (in the case of the first such notice) or (ii) thereafter more than [__]16
million less than the number of Shares included in the immediately preceding Repurchase Notice; provided
that Counterparty may provide Dealer with advance notice on or prior to any such day to the extent it reasonably expects that
repurchases effected on such day may result in an obligation to deliver a Repurchase Notice (which advance notice shall be deemed
a Repurchase Notice); provided, further that Counterparty shall not deliver any material non-public information to any
employee of Dealer unless that employee has been identified to Counterparty as being on the “private side”. The parties
agree that Counterparty’s obligation to provide any Repurchase Notice relating to a repurchase of Shares shall be satisfied
by notice to Dealer of Counterparty’s related corporate authorization to repurchase such Shares or by notice of the implementation
of a stock repurchase plan, forward contract, accelerated stock repurchase contract or similar transaction; provided that
Counterparty acknowledges and agrees that Dealer may, but is not required to, assume that the maximum number of Shares permitted
to be repurchased pursuant to such authorization, plan, contract or transaction will be repurchased on the date on which such
authorization, plan, contract or transaction becomes effective, subject to adjustments thereto as Dealer determines appropriate
to account for the market price with respect to the Shares, Potential Adjustment Events and other corporate transactions with
respect to Counterparty or the Shares and such other factors as Dealer determines relevant. Counterparty agrees to indemnify and
hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and
controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating
to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”,
including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection
therewith with respect to the Transaction), claims, damages, judgments, liabilities, expenses and fees (including reasonable attorney’s
fees), joint or several, which an Indemnified Person may become subject to, as a result of Counterparty’s failure to provide
Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon
written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating,
preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action,
proceeding (including any governmental or regulatory investigation), 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 for any settlement of any 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 pending or threatened proceeding
contemplated by this paragraph that is in respect of which any Indemnified Person is or expects to be 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. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect
of any losses, claims, damages, liabilities, expenses or fees referred to therein, then Counterparty, in lieu of indemnifying
such Indemnified Person hereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such
losses, claims, damages, liabilities, expenses or fees. The remedies provided for in this paragraph (b) are not exclusive
and shall not limit any rights or remedies that 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.



 





 






15
Insert the number of Shares outstanding that would cause Dealer’s current position in the Shares underlying
the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and
any Shares under pre-existing call option transactions with Counterparty) to increase by 0.5%. To be based on Dealer with highest
Applicable Percentage.





16
Insert the number of Shares that, if repurchased, would cause Dealer’s current position in the Shares underlying
the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and
any Shares under pre-existing call option transactions with Counterparty) to increase by a further 0.5% from the threshold for
the first Repurchase Notice. To be based on Dealer with highest Applicable Percentage.





 






    21


     


    

 


		(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)	Transfer or Assignment.



 


		(i)	Counterparty shall have the right to transfer or 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 reasonable conditions that Dealer may impose, including but not limited,
to the following conditions:



 


		(A)	With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification
obligations pursuant to Section 9(b) or any obligations under Section 9(n) or 9(s) 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 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 except to the extent that the greater amount
is due to a Change in Tax Law after the date of such transfer or 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 commercially reasonable costs and expenses, including
commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment.



 






    22


     


    

 


		(ii)	Dealer may, without Counterparty’s consent, transfer or assign (a “Transfer”)
all or any part of its rights or obligations under the Transaction (A) to any affiliate of Dealer (1) that has a rating
for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the
time of such Transfer, or (2) 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 [Name of Dealer parent], or (B) to any other third
party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (1) the
credit rating of Dealer at the time of the Transfer and (2) BBB+ by Standard and Poor’s Rating Group, Inc. or its
successor (“S&P”), or Baa 1 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 (x) the transferee in any such Transfer is a
 “dealer in securities” within the meaning of Section 475(c)(1) of the Code or the Transfer does not result
in a deemed exchange by Counterparty within the meaning of Section 1001 of the Code; (y) after any such transfer, Counterparty
will not, as a result of any withholding or deduction made by the transferee or assignee as a result of any Tax, receive from the
transferee or assignee on any payment date or delivery date (after accounting for amounts paid by the transferee or assignee under
Section 2(d)(i)(4) of the Agreement as well as such withholding or deduction) an amount or a number of Shares, as applicable,
lower than the amount or the number of Shares, as applicable, that Dealer would have been required to pay or deliver to Counterparty
in the absence of such Transfer (except to the extent such lower amount or number results from a Change in Tax Law after the date
of such Transfer); and (z) Dealer shall cause the transferee or assignee to make such Payee Tax Representations and to provide
such tax documentation as may reasonably be requested by Counterparty to permit Counterparty to make any necessary determinations
pursuant to clause (y) of this proviso; and provided further that Dealer shall promptly provide written notice
to Counterparty following any such Transfer. If at any time at which (A) the Section 16 Percentage exceeds 7.5%, (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 (after giving effect to such transfer or
assignment and any resulting change in Dealer’s commercially reasonable Hedge Positions) 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 (after giving effect to such transfer or assignment and any resulting change
in Dealer’s commercially reasonable Hedge Positions) 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(l) 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 any law,
rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable
to ownership of Shares, including, without limitation, under state or federal banking laws (“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 commercially 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 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 its commercially reasonable
discretion, minus (B) 1% of the number of Shares outstanding.



 






    23


     


    

 


		(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 (“Dealer 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; provided that such Dealer Affiliates
shall comply with the provisions of this Transaction in the same manner as Dealer would have been required to comply. Dealer shall
be discharged of its obligations to Counterparty to the extent of any such performance.



 


		(e)	Staggered Settlement. Notwithstanding anything to the contrary herein, if upon advice
of counsel with respect to applicable legal and regulatory requirements, including any requirements relating to Dealer’s
hedging activities hereunder that would be customarily applicable to transactions of this type by Dealer, Dealer may, by prior
notice to Counterparty, satisfy its obligation to deliver any Shares or other securities on any date due (an “Original
Delivery Date”) by making separate deliveries of Shares or such securities, as the case may be, at more than one time
on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior
to such Original Delivery Date is equal to the number that, but for this provision, would have been deliverable on such Original
Delivery Date.



 


		(f)	[Reserved.]



 


		(g)	[Conduct Rules. Each party acknowledges and agrees to be bound by the Conduct Rules of
the Financial Industry Regulatory Authority, Inc. applicable to transactions in options, and further agrees not to violate
the position and exercise limits set forth therein.]17



 


		(h)	Submission to Jurisdiction. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION
WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT
TO, THESE COURTS.



 


		(i)	Additional Termination Events.



 


		(i)	Notwithstanding anything to the contrary in this Confirmation, if an event of default with respect
to Counterparty occurs that results in the acceleration of the Convertible Notes pursuant to the terms of the Convertible Notes
as set forth in Section 6.01 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.



 





 






17
To be included for broker-dealer.


 






    24


     


    

 


		(ii)	Promptly (and in any event within five Scheduled Trading Days) following any Repurchase Event (as
defined below), Counterparty may notify Dealer in writing of such Repurchase Event and the number of Convertible Notes subject
to such Repurchase Event (any such notice, a “Repurchase Notice”). Notwithstanding anything to the contrary
in this Confirmation, the receipt by Dealer from Counterparty of (x) any Repurchase Notice, within the applicable time period
set forth in the preceding sentence, and (y) a written representation and warranty by Counterparty that, as of the date of
such Repurchase Notice, Counterparty is not in possession of any material non-public information regarding Counterparty or the
Shares, shall constitute an Additional Termination Event as provided in this paragraph. Upon receipt of any such Repurchase Notice
and the related written representation and warranty, Dealer shall promptly designate an Exchange Business Day following receipt
of such Repurchase Notice (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related repurchase
settlement date for the relevant Repurchase Event) as an Early Termination Date with respect to the portion of this Transaction
corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the number of
such Convertible Notes specified in such Repurchase Notice [minus the number of “Repurchase Options” (as defined
in the Base Call Option Confirmation), if any, that relate to such Convertible Notes]18 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 Repurchase Options. Any payment hereunder with respect to such termination 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 this Transaction and a Number of Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected
Party with respect to such Additional Termination Event, (3) no adjustment to the “Conversion Rate” (as defined
in the Indenture) for the Convertible Notes has occurred pursuant to any Excluded Provision, (4) the corresponding Convertible
Notes remaining outstanding as if the circumstances related to the Repurchase Event had not occurred, (5) the relevant Repurchase
Event and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading
thereto had not occurred, and (6) the terminated portion of the Transaction were the sole Affected Transaction. “Repurchase
Event” means that (i) any Convertible Notes are repurchased (whether pursuant to Section 15.02 of the Indenture
or otherwise) by Counterparty or any of its subsidiaries, (ii) any Convertible Notes are delivered to Counterparty in exchange
for delivery of any property or assets of Counterparty or any of its subsidiaries (howsoever described) (other than solely the
delivery of conversion consideration pursuant to the terms of the Indenture), (iii) any principal of any of the Convertible
Notes is repaid prior to the final maturity date of the Convertible Notes, (iv) any Convertible Notes are exchanged by or
for the benefit of the Holders (as defined in the Indenture) thereof for any other securities of Counterparty or any of its affiliates
(or any other property, or any combination thereof) pursuant to any exchange offer or similar transaction (other than solely the
delivery of conversion consideration pursuant to the terms of the Indenture), or (v) any conversion of the Convertible Notes
in exchange for delivery of any property or assets of Issuer or any of Issuer’s subsidiaries (howsoever described) (other
than solely the delivery of conversion consideration pursuant to the terms of the Indenture).



 





 






18
Include in Additional Call Option Confirmation.


 






    25


     


    

 


		(iii)	Notwithstanding anything to the contrary in the Equity Definitions, if, as a result of an Extraordinary
Event, the Transaction would be cancelled or terminated (whether in whole or in part) pursuant to Article 12 of the Equity
Definitions, an Additional Termination Event (with the Transaction (or portion thereof) being the Affected Transaction, Counterparty
being the sole Affected Party and Dealer being the party entitled to designate an Early Termination Date pursuant to Section 6(h) of
the Agreement) shall be deemed to occur, and, in lieu of Sections 12.7, 12.8 and 12.9 of the Equity Definitions, Section 6
of the Agreement shall apply to such Affected Transaction.



 


		(j)	Amendments to Equity Definitions and Agreement.



 


		(i)	Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting
from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and
(2) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or
(C) the occurrence of any of the events specified in Section 5(a)(vii)(1) through (9) of the ISDA Master Agreement
with respect to that Issuer.”



 


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



 


		(k)	No Setoff. Neither party shall have the right to set off any obligation that it may
have to the other party under the Transaction against any obligation such other party may have to it, whether arising under the
Agreement, this Confirmation or any other agreement between the parties hereto, by operation of law or otherwise.



 


		(l)	Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events.
If in respect of the Transaction, an amount is payable by Dealer to Counterparty pursuant to Section 6(d)(ii) of the
Agreement or Sections 12.7 or 12.8 of the Equity Definitions (any such amount, a “Payment Obligation”), Dealer
shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Counterparty gives
irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New
York City time) on the Merger Date, the Tender Offer Date, the Announcement Date (in the case of Nationalization, Insolvency
or Delisting), the 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 8I(b) as of the date of such election
and (c) Dealer agrees, in its sole discretion, to such election, in which case the provisions of Section 6(d)(ii) of
the Agreement shall apply.



 


		Share Termination Alternative:	If applicable, Dealer shall deliver
to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable period of time after, the date
when the relevant Payment Obligation would otherwise be due pursuant to Section 6(d)(ii) and 6(e) of the Agreement
(the “Share Termination Payment Date”), 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.



 






    26


     


    

 


		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, to the extent doing so results in a commercially
reasonable Share Termination Unit Price.



 


		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.



 





		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 will be applicable as
if Physical Settlement applied to the Transaction and the provisions set forth opposite the caption “Representation and
Agreement” in Section 2 will be applicable.



 


		(m)	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.



 






    27


     


    

 


		(n)	Hedge Shares. Counterparty hereby agrees that if, in the good faith reasonable judgment
of Dealer, based on the advice of counsel, the Shares acquired by Dealer for the purpose of effecting a commercially reasonable
hedge of its obligations pursuant to the Transaction (other than any such Shares that were, at the time of acquisition by Dealer,
 “restricted securities” (as defined in Rule 144(a)(3) under the Securities Act)) (the “Hedge Shares”)
cannot be sold in the U.S. public market by Dealer without registration under the Securities Act, Counterparty shall, at its election:
(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 to cover the resale of such Hedge Shares and (A) enter into a customary agreement, in form
and substance reasonably satisfactory to Dealer, substantially in the form of an underwriting agreement for a registered secondary
offering for companies of a similar size in a similar industry, (B) provide accountant’s “comfort” letters
in customary form for registered offerings of equity securities of companies of comparable size, maturity and line of business,
(C) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to Dealer,
(D) provide other customary opinions, certificates and closing documents customary in form for registered secondary offerings
of equity securities for companies of a similar size in a similar industry and (E) afford Dealer a reasonable opportunity
to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings
of equity securities subject to entering into confidentiality agreements customary for transactions of this type; provided
that if Counterparty elects clause (i) above but the items referred to therein are not completed in a timely manner, or if
Dealer, in its discretion, 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 Section 9(n) shall apply at the election of Counterparty; (ii) in order to allow Dealer to sell the Hedge
Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements
customary for private placements of equity securities of companies of comparable size, maturity and line of business, in form and
substance commercially reasonably satisfactory to Dealer, including customary representations, covenants, blue sky and other governmental
filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of the Hedge Shares
from Dealer), and obligations to use commercially reasonable efforts to obtain opinions and certificates and such other documentation
as is customary for private placement agreements for private placements of equity securities of companies comparable in size, maturity
and line of business, all commercially reasonably acceptable 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, to compensate Dealer for any discount
from the public market price of the Shares incurred on the sale of Hedge Shares in a private placement); or (iii) purchase
the Hedge Shares from Dealer at the Relevant Price on such Exchange Business Days, and in the amounts, requested by Dealer. This
Section 9(n) shall survive the termination, expiration or early unwind of the Transaction.



 







		(o)	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.



 


		(p)	Right to Extend. Dealer 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 its discretion, that such action is reasonably necessary
or appropriate to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing
liquidity conditions in the cash market, the stock loan market or other relevant market or 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 in no
event shall Dealer have the right to so postpone or add any Valid Day(s) or any such other date beyond the 120th
Valid Day immediately following the last Valid Day of the relevant Settlement Averaging Period (determined without regard to this
Section 9(p).



 






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		(q)	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.



 


		(r)	Securities Contract. The parties hereto intend for (i) the Transaction to be
a “securities contract” as defined in the Bankruptcy Code, and the parties hereto to be entitled to the protections
afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code, (ii) a
party’s right to liquidate the Transaction and to exercise any other remedies upon the occurrence of any Event of Default
under the Agreement with respect to the other party to constitute a “contractual right” as described in the Bankruptcy
Code, and (iii) each payment and delivery of cash, securities or other property hereunder to constitute a “margin payment”
or “settlement payment” and a “transfer” as defined in the Bankruptcy Code.



 


		(s)	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 (a) the
weighted average of the types and amounts of consideration actually received by holders of Shares (the date of such notification,
the “Consideration Notification Date”); provided that in no event shall the Consideration Notification
Date be later than the date on which such Merger Event is consummated; and



 


		(ii)	(A) Counterparty shall give Dealer commercially reasonable advance (but in no event less than
one Exchange Business Day) 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, Merger
Event or Tender Offer and (B) promptly following any such adjustment, Counterparty shall give Dealer written notice of the
details of such adjustment.



 


		(t)	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 statute containing any legal certainty provision similar to Section 739 of the WSTAA) or any
regulation under the WSTAA (or any such statute), nor any requirement under WSTAA (or any statute containing any legal certainty
provision similar to Section 739 of the WSTAA) or an amendment made by WSTAA (or any such statute), 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, Increased Cost of Hedging, an Excess Ownership Position, or Illegality
(as defined in the Agreement)).



 


		(u)	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.



 






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		(v)	Early Unwind. In
the event the sale of the [“Underwritten Securities”]19[“Option Securities”]20
(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.



 


		(w)	Tax Matters.



 


		(i)	Payee Tax Representations:



 


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


 


Counterparty is a corporation
for U.S. tax purposes and a U.S. person (as that term is defined in Section 7701(a)(30) of the Code).


 


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


 


[It is a national banking association
organized and existing under the laws of the United States of America, and its federal taxpayer identification number is [ ].]/
[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) for U.S. federal income tax purposes and each payment received or to be received by it in connection with the Agreement
is effectively connected with its conduct of a trade or business within the United States.]21


 


		(ii)	Tax Documentation. Counterparty shall provide to Dealer a valid United States Internal Revenue
Service Form W-9 (or successor thereto) and Dealer shall provide to Counterparty, as applicable, a valid United States Internal
Revenue Service Form W-9 (or successor thereto) [or W-8ECI (or successor thereto)],22 (i) on or before the
date of execution of this Confirmation and (ii) promptly upon learning that any such tax form previously provided by it has
become obsolete or incorrect. Additionally, each party shall, promptly upon request by the other party, provide such other tax
forms and documents reasonably requested by the other party.



 


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



 





 






19
Insert for Base Call Option Confirmation.


20
Insert for Additional Call Option Confirmation.


21
Insert as applicable.


22
Insert as applicable



 






    30


     


    

 


		(iv)	HIRE Act. “Indemnifiable Tax”, as defined in Section 14 of the Agreement,
shall not include any tax imposed on payments treated as dividends from sources within the United States under Section 871(m) of
the Code or any regulations issued thereunder (an “871(m) Withholding Tax”). For the avoidance of doubt,
an 871(m) 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.



 


		(x)	Payment by Counterparty. In the event that, following payment of the Premium, 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 such amount shall be deemed to be
zero.



 


		(y)	Governing Law. THE AGREEMENT, THIS CONFIRMATION AND ALL MATTERS ARISING IN CONNECTION
WITH THE AGREEMENT AND THIS CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK (WITHOUT REFERENCE TO ITS CHOICE OF LAW DOCTRINE, OTHER THAN TITLE 14 OF THE NEW YORK GENERAL OBLIGATIONS LAW).



 


		(z)	Amendment. This Confirmation and the Agreement may not be modified, amended or supplemented,
except in a written instrument signed by Counterparty and Dealer.



 


		(aa)	Counterparts. This Confirmation may be executed in several counterparts, each of
which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed
signature page by facsimile or electronic transmission (e.g. “pdf” or “tif”), or any electronic signature
complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law, e.g., www.docusign.com,
shall be effective as delivery of a manually executed counterpart hereof.



 






    31


     


    

 


		(bb)	CARES Act. Counterparty acknowledges that the Transaction may constitute a purchase
of its equity securities. Counterparty further acknowledges that, pursuant to the provisions of the Coronavirus Aid, Relief and
Economic Security Act (the “Cares Act”), the Counterparty could be required to agree to certain time-bound restrictions
on its ability to purchase its equity securities 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 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 or the U.S. Department of Treasury for the purpose of providing liquidity to the financial system. Accordingly,
Counterparty represents and warrants that it 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 comparable relief under any program or facility
that (a) is established under the Cares Act or 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) or comparable relief, that the Counterparty
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; provided that Counterparty may apply for any such loan, loan guarantee, direct loan
(as that term is defined in the Cares Act) or comparable relief if Counterparty determines based on the advice of nationally recognized
outside counsel that the terms of the Transaction would not cause Counterparty to fail to satisfy any condition for application
for or receipt or retention of such loan, loan guarantee, direct loan (as that term is defined in the Cares Act) or comparable
relief based on the terms of the relevant program or facility as of the date of such advice. 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
this Transaction (either by specific reference to this Transaction or by general reference to transactions with the attributes
of this Transaction in all relevant respects).



 


		(cc)	[Insert Dealer QFC language, if applicable.]



 


		(dd)	[Insert other applicable Dealer agency language or other boilerplate.]



 






    32


     


    

 


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:	                                 
	 	 	Authorized Signatory
	 	 	Name:


 


 


Accepted and confirmed

as of the Trade Date:


 


	Omnicell, Inc.	 	 
	 	 	 
	By:	                         	 	 
	Authorized Signatory	 	 
	Name: