Exhibit 10.1


 


Barclays
Bank PLC


5
The North Colonnade


Canary
Wharf, London E14 4BB


Facsimile:
+44(20)77736461


Telephone:
+44 (20) 777 36810


 


c/o
Barclays Capital Inc.


as
Agent for Barclays Bank PLC


745
Seventh Avenue


New
York, NY 10019


Telephone:
+1 212 412 4000


 


May [__], 2020


 


To: Veeco Instruments Inc.

1 Terminal Drive

Plainview, New York 11803

Attention:              General Counsel

Telephone No.:     (516) 677-0200


 


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 Barclays Bank PLC (“Dealer”), through its agent Barclays Capital Inc. (the “Agent”)
and Veeco Instruments 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. Each
party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty
and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior
or contemporaneous written or oral communications with respect thereto. Dealer is not a member of the Securities Investor Protection
Corporation. Dealer is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority.


 


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 May 13, 2020
(the “Offering Memorandum”) relating to the 3.75% Convertible Senior Notes due 2027 (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 125,000,000 (as
increased by up to an aggregate principal amount of USD 18,750,000 if and to the extent that the Initial Purchasers (as
defined herein) exercise their option to purchase additional Convertible Notes pursuant to the Purchase Agreement (as defined
herein)) pursuant to an Indenture dated May 18, 2020 between Counterparty and U.S. Bank National Association, as trustee (the
 “Indenture”). In the event of any inconsistency between the terms defined in the Offering Memorandum, the
Indenture and this Confirmation, this Confirmation shall govern. The parties acknowledge that this Confirmation is entered
into on the date hereof with the understanding that (i) definitions set forth in the Indenture which are also defined herein
by reference to the Indenture and (ii) sections of the Indenture that are referred to herein will conform to the descriptions
thereof in the Offering Memorandum. If any such definitions in the Indenture or any such sections of the Indenture differ
from the descriptions thereof in the Offering Memorandum, the descriptions thereof in the Offering Memorandum will govern for
purposes of this Confirmation. The parties further acknowledge that the Indenture section numbers used herein are based on
the draft of the Indenture last reviewed by Dealer as of the date of this Confirmation, and if any such section numbers are
changed in the Indenture as executed, the parties will amend this Confirmation in good faith to preserve the intent of the
parties. Subject to the foregoing, references to the Indenture herein are references to the Indenture as in effect on the
date of its execution, and if the Indenture is amended or supplemented following such date (other than any amendment or
supplement (x) pursuant to Section 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 (other than as provided in
Section 10(i)(iii) below) unless the parties agree otherwise in writing. For the purposes of the Equity Definitions, the
Transaction shall be a Share Option Transaction.


 






     


     


    

 


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


 


1.            
This Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction
to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form
of the 2002 ISDA Master Agreement (the “Agreement”) as if Dealer and Counterparty had executed an agreement
in such form (but without any Schedule except for (i) the election of the laws of the State of New York as the governing law (without
reference to choice of law doctrine)) on the Trade Date, (ii) in respect of Section 5(a)(vi) of the Agreement, (a) the “Cross
Default” provisions shall apply to Dealer, with a “Threshold Amount” of three percent of the shareholders’
equity of Dealer’s ultimate parent as of the Trade Date for Dealer, (b) the phrase “, or becoming capable at such time
of being declared,” shall be deleted from clause (1) of such section and (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 (iii) the term “Specified Indebtedness” shall have the
meaning specified in Section 14 of the Agreement, except that such term shall not include obligations in respect of deposits received
in the ordinary course of a party’s banking business). In the event of any inconsistency between provisions of the Agreement
and this Confirmation, this Confirmation will prevail for the purpose of the Transaction to which this Confirmation relates. The
parties hereby agree that no transaction other than the Transaction to which this Confirmation relates shall be governed by the
Agreement. 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:	May
    13, 2020
	 	 
	Effective
    Date:	The
    second Exchange Business Day immediately prior to the Premium Payment Date, subject to Section 10(w).
	 	 
	Option
    Style:	“Modified
    American”, as described under “Procedures for Exercise” below
	 	 
	Option
    Type:	Call
	 	 
	Buyer:	Counterparty
	 	 
	Seller:	Dealer
	 	 
	Shares:	The common stock of Counterparty, par value USD 0.01 per share (Exchange symbol “VECO”).



 


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



 






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	Option
    Entitlement:	[______].
	 	 
	Strike
    Price:	USD
    [______]
	 	 
	Cap
    Price:	USD
    [______]
	 	 
	Premium:	USD
                                         [______]
	 	 
	Premium
    Payment Date:	[__________],2020
	 	 
	Exchange:	The
                                         NASDAQ Global Select Market
	 	 
	Related
    Exchange(s): 	All
    Exchanges
	 	 
	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 (other than any conversion of Convertible Notes with a Conversion Date occurring
    prior to the Free Convertibility Date (any such conversion, an “Early Conversion”), to which the provisions
    of Section 10(i)(i) of this Confirmation shall apply), the date on which the Holder (as such term is defined in the Indenture)
    of such Convertible Note satisfies all of the requirements for conversion thereof as set forth in Section 14.02(b) of the
    Indenture.
	 	 
	Free
    Convertibility Date:	October
    1, 2026
	 	 
	Expiration
    Time: 	The
    Valuation Time
	 	 
	Expiration
    Date: 	June
    1, 2027, subject to earlier exercise.
	 	 
	Multiple
    Exercise:	Applicable,
    as described under “Automatic Exercise” below.
	 	 
	Automatic
    Exercise: 	Notwithstanding
    Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date, in respect
    of which a Notice of Conversion 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 shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed
    exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise”
    below, subject to the immediately succeeding paragraph.



 






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	 	In
    addition, notwithstanding Section 3.4 of the Equity Definitions, unless Counterparty notifies Dealer in writing prior to 5:00
    p.m. (New York City time) on the Expiration Date that it does not wish Automatic Exercise to occur, all Options then outstanding
    as of 5:00 p.m. (New York City time) on the Expiration Date will be deemed to be automatically exercised as if (i) a number
    of Convertible Notes (in denominations of USD 1,000 principal amount) equal to such number of then-outstanding Options were
    converted with a “Conversion Date” (as defined in the Indenture) occurring on or after the Free Convertibility
    Date and (ii) the Relevant Settlement Method applied to such Convertible Notes; provided that, no such automatic exercise
    pursuant to this paragraph will occur if the Relevant Price for each Valid Day during the Settlement Averaging Period is less
    than or equal to the Strike Price.



 


	 	Notwithstanding
    the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number
    of Options.
	 	 
	Notice
    of Exercise: 	Notwithstanding
    anything to the contrary in the Equity Definitions or contained in the first paragraph opposite the caption “Automatic
    Exercise” above (but, for the avoidance of doubt, subject to the second paragraph opposite the caption “Automatic
    Exercise” above), in order to exercise any Options relating to Convertible Notes with a Conversion Date occurring on
    or after the Free Convertibility Date, Counterparty must notify Dealer in writing before 5:00 p.m. (New York City time) on
    the Scheduled Valid Day immediately preceding the Expiration Date specifying the number of such Options; provided that
    if the Relevant Settlement Method for such Options is (x) Net Share Settlement and the Specified Cash Amount (as defined below)
    is not USD 1,000, (y) Cash Settlement or (z) Combination Settlement, Dealer shall have received a separate notice (the “Notice
    of Final Settlement Method”) (which, for the avoidance of doubt, may be by mail with a copy sent by email in accordance
    with Section 7 below) in respect of all such Convertible Notes before 5:00 p.m. (New York City time) on the Free Convertibility
    Date specifying (1) the Relevant Settlement Method for such Options, and (2) if the settlement method for the related Convertible
    Notes is not Settlement in Shares or Settlement in Cash (each as defined below), the fixed amount of cash per Convertible
    Note that Counterparty has elected to deliver to Holders (as such term is defined in the Indenture) of the related Convertible
    Notes (the “Specified Cash Amount”) and if Counterparty fails to timely provide such Notice of Final Settlement
    Method, it shall be deemed to have provided a Notice of Final Settlement Method indicating that the Relevant Settlement Method
    is Net Share Settlement with a Specified Cash Amount of USD 1,000. Counterparty acknowledges and agrees that it shall settle
    any relevant Convertible Notes in the same manner as provided in the Notice of Final Settlement Method it provides or is deemed
    to have provided hereunder. Counterparty acknowledges its responsibilities under applicable securities laws, and in particular
    Section 9 and Section 10(b) of the Exchange Act (as defined below) and the rules and regulations thereunder, in respect of
    any election of a settlement method with respect to the Convertible Notes that is not Net Share Settlement with a Specified
    Cash Amount of USD 1,000 (or, if different at the time of any election, the “default settlement method” under
    the terms of the Convertible Notes).



 






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	Valuation
    Time:	At
    the close of trading of the regular trading session on the Exchange; provided that if the principal trading session
    is extended, the Calculation Agent shall determine the Valuation Time in its 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 U.S. national or regional securities exchange or market on which
    the Shares are then listed or admitted for trading to open for trading during its regular trading session or (ii) the occurrence
    or existence prior to 1:00 p.m. (New York City time) on any Scheduled Valid Day for the Shares for more than one half-hour
    period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements
    in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Shares or in any options contracts
    or futures contracts relating to the Shares.”
	 	 
	Settlement
    Terms.	 
	 	 
	Settlement
    Method:	For
    any Option, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for such Option is
    not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if
    Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Final Settlement Method for such
    Option.
	 	 
	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, then, in each case, the Relevant Settlement Method for such Option shall be Net Share Settlement;



 






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	 	(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
	 	 
	 	(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.
	 	 
	 	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 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



 






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



 





	 	Dealer
    will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Combination Settlement Share
    Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.
	 	 
	Cash
    Settlement:	If
    Cash Settlement is applicable to any Option exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity
    Definitions, Dealer will pay to Counterparty, on the relevant Settlement Date for each such Option, an amount of cash (the
    “Cash Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for
    such Option, of (i) the Daily Option Value for such Valid Day, divided by (ii) the number of Valid Days in the Settlement
    Averaging Period.
	 	 
	Daily
    Option Value:	For
    any Valid Day, an amount equal to (i) the Option Entitlement on such Valid Day, multiplied by (ii) (A) the lesser of
    the Relevant Price on such Valid Day and the Cap Price, less (B) the Strike Price on such Valid Day; provided
    that if the calculation contained in clause (ii) above results in a negative number, the Daily Option Value for such Valid
    Day shall be deemed to be zero. In no event will the Daily Option Value be less than zero.
	 	 
	Valid
    Day:	A
    day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on the Exchange or, if
    the Shares are not then listed on the Exchange, on the principal other United States national or regional securities exchange
    on which the Shares are then listed or, if the Shares are not then listed on a U.S. national or regional securities exchange,
    on the principal other market on which the Shares are then listed or admitted for trading. If the Shares are not so listed
    or admitted for trading, “Valid Day” means a Business Day.
	 	 
	Scheduled
    Valid Day:	A
    day that is scheduled to be a Valid Day on the principal U.S. national or regional securities exchange or market on which
    the Shares are listed or admitted for trading. If the Shares are not so listed or admitted for trading, “Scheduled Valid
    Day” means a Business Day.



 






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	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 VECO <equity> AQR (or its equivalent successor if such page is not available) in respect of the period
    from the scheduled opening time of the Exchange to the Scheduled Closing Time of the Exchange on such Valid Day (or if such
    volume-weighted average price is unavailable at such time, the market value of one Share on such Valid Day, as determined
    by the Calculation Agent in a commercially reasonable manner using, if practicable, a volume-weighted average method). The
    Relevant Price will be determined without regard to after-hours trading or any other trading outside of the regular trading
    session trading hours.
	 	 
	Settlement
    Averaging Period:	For
    any Option, the 75 consecutive Valid Days commencing on, and including, the 76th Scheduled Valid Day immediately
    prior to the Expiration Date; provided that if the Notice of Final Settlement Method for such Option specifies that
    Settlement in Shares or Low Cash Combination Settlement applies to the related Convertible Note, the Settlement Averaging
    Period shall be the 150 consecutive Valid Days commencing on, and including, the 151st Scheduled Valid Day immediately
    prior to the Expiration Date.
	 	 
	Settlement
    Date:	For
    any Option, the second Business Day immediately following the final Valid Day of the Settlement Averaging Period for such
    Option.
	 	 
	Settlement
    Currency:	USD
	 	 
	Other
    Applicable Provisions: 	The
    provisions of Sections 9.1(c), 9.8, 9.9 and 9.11 of the Equity Definitions will be applicable, except that all references
    in such provisions to “Physically-settled” shall be read as references to “Share Settled”. “Share
    Settled” in relation to any Option means that Net Share Settlement or Combination Settlement is applicable to that Option.
	 	 
	Representation
    and Agreement:	Notwithstanding
    anything to the contrary in the Equity Definitions (including, but not limited to, Section 9.11 thereof), the parties acknowledge
    that (i) any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from
    Counterparty’s status as issuer of the Shares under applicable securities laws, (ii) Dealer may deliver any Shares required
    to be delivered hereunder in certificated form in lieu of delivery through the Clearance System and (iii) any Shares delivered
    to Counterparty may be “restricted securities” (as defined in Rule 144 under the Securities Act of 1933, as amended
    (the “Securities Act”)).




 






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3.                  
Additional Terms applicable to the Transaction.





 





	Adjustments
    applicable to the Transaction:	 
	 	 
	Potential
    Adjustment Events:	Notwithstanding
    Section 11.2(e) of the Equity Definitions (which Section shall not apply for purposes of the Transaction, except as provided
    in Section 10(y) below), a “Potential Adjustment Event” means an occurrence of any event or condition, as
    set forth in any Dilution Adjustment Provision, that would result in an adjustment under the Indenture to the “Conversion
    Rate” or the composition of a “unit of Reference Property” or to any “Last Reported Sale Price”,
    “Daily VWAP,” “Daily Conversion Value” or “Daily Settlement Amount” (each as defined in
    the Indenture); provided that, the parties agree that (i) open market Share repurchases based on prevailing market
    prices and (ii) Share repurchases through a dealer pursuant to accelerated share repurchases, forward contracts or similar
    transactions (including without limitation any discount to average VWAP prices) that are entered into based on prevailing
    market prices and in accordance with customary market terms for transactions of such type to repurchase the Shares shall not
    constitute Potential Adjustment Events. 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 the first paragraph 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 (which Section shall not apply
    for purposes of the Transaction), upon any Potential Adjustment Event, the Calculation Agent shall, in good faith and in a
    commercially reasonable manner, make an adjustment to any one or more of the Strike Price, Number of Options, Option Entitlement
    and any other variable relevant to the exercise, settlement or payment for the Transaction corresponding to the adjustment
    required to be made pursuant to the Indenture to the “Conversion Rate” (as such term is defined in the Indenture).



 






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




 


		(i)	if the Calculation Agent in good faith disagrees with any adjustment to the Convertible Notes that
involves an exercise of discretion by Counterparty or its board of directors (including, without limitation, pursuant to Section
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 in good faith and a commercially reasonable manner based on stock price, volatility,
interest rates, expected dividends, stock loan rate, value of any commercially reasonable hedge positions in connection with the
Transaction and liquidity relevant to the Shares or to the Transaction the adjustment to be made to any one or more of the Strike
Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction
in a commercially reasonable manner; provided that, notwithstanding the foregoing, if any Potential Adjustment Event occurs
during the Settlement Averaging Period but no adjustment was made to any Convertible Note under the Indenture because the relevant
Holder (as such term is defined in the Indenture) was deemed to be a record owner of the underlying Shares on the related Conversion
Date, then the Calculation Agent shall make a commercially reasonable adjustment, as determined by it, to the terms hereof in order
to account for such Potential Adjustment Event;



 


		(ii)	in connection with any Potential Adjustment Event as a result of an event or condition set forth
in Section 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 have the right to adjust any variable relevant to the exercise,
settlement or payment for the Transaction as appropriate to reflect the commercially reasonable costs (to account solely for hedging
mismatches and market losses) and expenses
incurred by Dealer in connection with its hedging activities, with such adjustments made assuming that Dealer maintains commercially
reasonable hedge positions, as a result of such event or condition not having been publicly announced prior to the beginning of
such period; and



 






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		(iii)	if any Potential Adjustment Event is declared and (a) the event or condition giving rise to such
Potential Adjustment Event is subsequently amended, modified, cancelled or abandoned, (b) the “Conversion Rate” (as
defined in the Indenture) is otherwise not adjusted at the time or in the manner contemplated by the relevant Dilution Adjustment
Provision based on such declaration or (c) the “Conversion Rate” (as defined in the Indenture) is adjusted as a result
of such Potential Adjustment Event and subsequently re-adjusted (each of clauses (a), (b) and (c), a “Potential Adjustment
Event Change”) then, in each case, the Calculation Agent shall have the right to adjust any variable relevant to the
exercise, settlement or payment for the Transaction as appropriate to reflect the commercially reasonable costs (to account solely
for hedging mismatches and market losses) and expenses incurred by Dealer in connection with its hedging activities, with such
adjustments made assuming that Dealer maintains commercially reasonable hedge positions, 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.
	 	 
	Extraordinary Events
    applicable to the Transaction:	 
	 	 
	Merger Events:	Applicable; provided
    that notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any
    event or condition set forth in the definition of “Merger 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.



 






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



 






    12


     


    

 


	Announcement Event:	(w) The public
    announcement by Issuer, any Valid Third-Party Entity and/or any of their respective affiliates or agents of a Merger Event
    or Tender Offer or any transaction or event or series of transactions and/or events that, if consummated, would lead to a
    Merger Event or Tender Offer (as determined by the Calculation Agent), (x) Issuer or any of its affiliates or agents
    makes a public announcement of an intention to solicit or enter into, or to explore strategic alternatives or other similar
    undertaking that may include, a Merger Event, Tender Offer or Transformative Transaction (as defined below), (y) there occurs
    a public announcement by (1) any Valid Third-Party Entity, (2) Issuer or (3) any of their respective affiliates or agents,
    in each case, of any potential acquisition or disposal by Issuer and/or its subsidiaries where the aggregate consideration
    payable or receivable exceeds 35% of the market capitalization of Issuer as of the date of such announcement (a “Transformative
    Transaction”) or (z)  there occurs any subsequent public announcement of a change to a transaction, intention
    or event that is the subject of an announcement of the type described in clause (w), (x) or (y) of this sentence (including,
    without limitation, a new announcement, whether or not by the same party, relating to such a transaction, intention or event
    or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction, intention or event,
    in each case, whether such announcement is made by Issuer, a Valid Third-Party Entity or their respective affiliates or agents)
    as determined by the Calculation Agent in a good faith and commercially reasonable manner (any event described in clause (w),
    (x), (y) or (z), an “Announcement Event”). For the avoidance of doubt, the occurrence of an Announcement
    Event with respect to any transaction, intention or event shall not preclude the occurrence of a later Announcement Event
    with respect to such transaction, intention or event. For purposes of this definition of “Announcement Event”,
    (A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the
    avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions
    following the definition of “Reverse Merger” therein shall be disregarded) and (B) “Tender Offer”
    shall mean such term as defined under Section 12.1(d) of the Equity Definitions; provided that Section 12.1(d)
    of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof.



 






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	Valid Third-Party
    Entity: 	In respect of any
    transaction or event, any third party (i) whose announcement is reasonably determined by the Calculation Agent to have had
    a material economic effect on the Shares and/or options relating to the Shares and (ii) that is the entity, or an affiliate
    or agent of the entity, that is, or would be, a party to the relevant transaction or event.
	 	 
	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) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position”,
    (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including,
    for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations
    authorized or mandated by existing statute)” and (iv) adding the words “provided that, in the case of clause
    (Y) hereof and any law, regulation or interpretation, the consequence of such law, regulation or interpretation is applied
    by Dealer in a non-discriminatory manner to all of its similarly situated counterparties and/or similar transactions, if any;”
    after the semi-colon in the last line thereof.



 






    14


     


    

 


	Failure
    to Deliver:	Applicable
	 	 
	Hedging
    Disruption:	Applicable;
    provided that Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof,
    after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such
    Hedging Disruption”.
	 	 
	Increased
    Cost of Hedging:	Not
    Applicable
	 	 
	Hedging
    Party:	For
    all applicable Additional Disruption Events, Dealer.
	 	 
	Determining
    Party:	For
    all applicable Extraordinary Events, Dealer; provided that, when making any determination or calculation as “Determining
    Party,” Dealer shall do so in good faith and in a commercially reasonable manner and shall be bound by the same obligations
    relating to required acts of the Calculation Agent as set forth in Section 1.40 of the Equity Definitions and this Confirmation
    as if Determining Party were the Calculation Agent. Following any determination or calculation by Determining Party hereunder,
    upon a written request by Counterparty (which may be by email), Determining Party will promptly (but in any event within five
    Exchange Business Days) provide to Counterparty by email to the email address provided by Counterparty in such written request
    a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail
    the basis for such determination or calculation (including any assumptions used in making such determination or calculation),
    it being understood that in no event will Determining Party be obligated to share with Counterparty any proprietary or confidential
    data or information or any proprietary or confidential models used by it in making such determination or calculation or any
    information that may be proprietary or confidential or subject to an obligation not to disclose such information.
	 	 
	Non-Reliance:	Applicable
	 	 
	Agreements
    and Acknowledgments Regarding Hedging Activities:	Applicable
	 	 
	Additional
    Acknowledgments:	Applicable




 


	4.              Calculation Agent.	Dealer; 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, Counterparty shall have the right to designate a nationally recognized
independent equity derivatives dealer to replace Dealer as the Calculation Agent for so long as such Event of Default is continuing,
and the parties shall work in good faith to execute any appropriate documentation required by such replacement Calculation Agent.
Following any adjustment, determination or calculation by the Calculation Agent hereunder, upon a written request by Counterparty
(which may be by email), the Calculation Agent will promptly (but in any event within five Exchange Business Days) provide to
Counterparty by email to the email address provided by Counterparty in such written request a report (in a commonly used file
format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such adjustment, determination
or calculation (including any assumptions used in making such adjustment, determination or calculation), it being understood that
in no event will the Calculation Agent be obligated to share with Counterparty any proprietary or confidential data or information
or any proprietary or confidential models used by it in making such adjustment, determination or calculation or any information
that is proprietary or confidential or subject to an obligation not to disclose such information. All calculations and determinations
by the Calculation Agent shall be made in good faith and in a commercially reasonable manner



 






    15


     


    

 






 


	5.	Account Details.



 


		(a)	Account for payments to Counterparty:



 


[   ]


 


Account for delivery of Shares to Counterparty:


 


To Be Advised.


 


		(b)	Account for payments to Dealer:



 


[   ]


 


Account for delivery of Shares from Dealer:


 


To Be Advised.


 


	6.	Offices.



 


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



 


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



 


[   ]


 


	7.	Notices.



 


		(a)	Address for notices or communications to Counterparty:



 


[   ]


 






    16


     


    

 


		(b)	Address for notices or communications to Dealer:



 


[   ]


 


	8.	Representations and Warranties of Counterparty.



 


Each of the representations and
warranties of Counterparty set forth in Section 2 of the Purchase Agreement (the “Purchase Agreement”) dated
as of May [__], 2020, between Counterparty and Barclays Capital Inc., as representative of the Initial Purchasers party thereto
(the “Initial Purchasers”), are true and correct and are hereby deemed to be repeated to Dealer as if set forth
herein. Counterparty hereby further represents and warrants to Dealer on the date hereof and on and as of the Premium Payment Date
that:


 


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



 


		(b)	In lieu of the representation set forth in Section 3(a)(iii) of the Agreement, neither the execution
and delivery of this Confirmation nor the incurrence or performance of obligations of Counterparty hereunder will conflict with
or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Counterparty, or any
applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any
agreement or instrument to which Counterparty is a party or by which Counterparty is bound or to which Counterparty is subject,
or constitute a default under, or result in the creation of any lien under, any such agreement or instrument.



 


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



 


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



 


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



 


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



 


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



 









    17


     


    

 


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



 


		(i)	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.



 


		(j)	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”.



 


		(k)	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.



 


		(l)	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”), Counterparty will 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 (the “Federal
Reserve”) 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 the Transaction shall not apply, for a loan, loan guarantee, direct loan (as
that term is defined in the CARES Act) or other investment, or to receive any financial assistance or relief (howsoever defined)
under any program or facility that (a) is established under applicable law, including the CARES Act and the Federal Reserve Act,
as amended, and (b) requires, as a condition of such loan, loan guarantee, direct loan (as that term is defined in the CARES Act),
investment, financial assistance or relief, that the Counterparty 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 in any manner that would
conflict with the terms of this Confirmation or the Agreement. Counterparty further represents and warrants that the Premium is
not being paid, in whole or in part, directly or indirectly, with funds received under or pursuant to any program or facility,
including the U.S. Small Business Administration’s “Paycheck Protection Program”, that (a) is established under
applicable law (whether in existence as of the Trade Date or subsequently enacted, adopted or amended), including without limitation
the CARES Act and the Federal Reserve Act, as amended, and (b) requires under such applicable law (or any regulation, guidance,
interpretation or other pronouncement of a governmental authority with jurisdiction for such program or facility) that such funds
be used for specified or enumerated purposes that do not include the purchase of the Transaction (either by specific reference
to the Transaction or by general reference to transactions with the attributes of the Transaction in all relevant respects).



 


	9.	Representation and Warranty by the Dealer.



 


Dealer hereby
represents and warrants to Counterparty on the date hereof and on and as of the Premium Payment Date, that Dealer is an “eligible
contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act), other than a person that
is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act.





 






    18


     


    

 


	10.	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 matters set forth in Sections 8(a) through
(c) of this Confirmation (it being understood that such opinion of counsel shall be limited to the federal laws of the United States,
the laws of the State of New York and the General Corporation Law of the State of Delaware and may contain customary limitations,
exceptions and qualifications). 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.



 


		(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 [__] million
(in the case of the first such notice) or (ii) thereafter more than [__] million less than the number of Shares included in the
immediately preceding Repurchase Notice; provided that Counterparty may provide Dealer advance notice on or prior to any
such day, including the maximum number of Shares that may be repurchased under a repurchase program entered into in reliance or
Rule 10b5-1(c) and the approximate period during which such purchases may occur, to the extent it expects that repurchases effected
on such day may result in an obligation to deliver a Repurchase Notice (and in such case, any such advance notice shall be deemed
a Repurchase Notice to the maximum extent of repurchases set forth in such advance notice as if Counterparty had executed such
repurchases); provided further that, if such repurchase, or the intention to effect the same, would constitute material
non-public information with respect to Counterparty or the Shares, Counterparty shall make public disclosure thereof at or prior
to delivery of such Repurchase Notice. 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 commercially reasonable losses (including commercially reasonable 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 reasonable and documented out-of-pocket and expenses (including
reasonable attorney’s fees of one outside counsel in each relevant jurisdiction), joint or several, which an Indemnified
Person may become subject to, 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 commercially reasonable legal or other out-of-pocket expenses incurred (and supported by invoices or other documentation
setting forth in reasonable detail such expenses) in connection with investigating, preparing for, providing testimony or other
evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against the Indemnified Person as a result of Counterparty’s
failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify
Counterparty in writing, and Counterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory
to the Indemnified Person to represent the Indemnified Person and any others Counterparty may designate in such proceeding and
shall pay the commercially reasonable fees and expenses of such counsel related to such proceeding. Counterparty shall not be liable
to the extent that the Indemnified Person fails to notify Counterparty within a commercially reasonable period of time after any
action is commenced against it in respect of which indemnity may be sought hereunder. In addition, 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 could have been a party and indemnity could
have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified
Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified
Person. Counterparty shall not be liable for any losses, claims, damages or liabilities (or expenses relating thereto) of any Indemnified
Person that result from the bad faith, gross negligence, willful misconduct or fraud of 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
or liabilities referred to therein, then Counterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall
contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities.
The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies which may otherwise
be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph
shall remain operative and in full force and effect regardless of the termination of the Transaction.



 




    19


     


    

 


		(c)	Regulation M. Counterparty is not on the Trade Date engaged in a distribution, as
such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
of any securities of Counterparty, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10)
and 102(b)(7) of Regulation M. Counterparty shall not, until the second Scheduled Trading Day immediately following the Effective
Date, engage in any such distribution.



 


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



 


		(e)	Transfer or Assignment.



 


		(i)	Counterparty shall have the right to transfer 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 10(b) or any obligations under Section 10(o) or 10(t) 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;



 






    20


     


    

 





		(D)	Dealer will not, as a result of such transfer and assignment,
be required to pay or deliver to 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 or deliver to Counterparty in the absence of such transfer and assignment;



 


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



 


		(F)	Dealer will not, as a result of any withholding or deduction made by the transferee or assignee
as a result of any Tax, receive from the transferee or assignee on any payment date 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 Counterparty would have
been required to pay to Dealer in the absence of such transfer or assignment.



 


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



 


		(H)	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.



 






    21


     


    

 


		(ii)	Dealer may transfer or assign all or any part of its rights or obligations under the Transaction
(A) without Counterparty’s consent (but with prior written notice to Counterparty), to any affiliate of Dealer (1) that has
a long-term issuer rating that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment,
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 Dealer’s ultimate parent (provided that in connection with any assignment
or transfer pursuant to clause (A)(2) hereof, the guarantee of any guarantor of the relevant transferee’s obligations under
the Transaction shall constitute a Credit Support Document under the Agreement) or (B) with Counterparty’s consent (such
consent not to be unreasonably withheld or delayed), to any other third party financial institution that is a recognized dealer
in the market for U.S. corporate equity derivatives and that has a long-term issuer rating equal to or better than the lesser of
(1) the credit rating of Dealer at the time of the transfer or assignment and (2) A- by Standard and Poor’s Rating Group,
Inc. or its successor (“S&P”), or A3 by Moody’s Investor Service, Inc. (“Moody’s”)
or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating
agency mutually agreed by Counterparty and Dealer; provided that, in the case of any transfer or assignment described
in clause (A) or (B) above, (I) such a transfer or assignment shall not occur unless an Event of Default, Potential Event of Default
or Termination Event will not occur as a result of such transfer and assignment; (II) at the time of such transfer or assignment
either (i) each Dealer and the transferee in any such transfer or assignment is a “dealer in securities” within the
meaning of Section 475(c)(1) of the Code or (ii) the transfer or assignment does not result in a deemed exchange by Counterparty
within the meaning of Section 1001 of the Code; and (III) after any such transfer or assignment (a) 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 or assignment, (b) Counterparty will not, as a result of such transfer
or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement
greater than an amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment
and (c) Dealer shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation
as may be reasonably requested by Counterparty to permit Counterparty to make any necessary determinations pursuant to clauses
(II)(a) and (b) of this proviso. 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 10(m) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this
sentence as if Counterparty was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction,
expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other
person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange
Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be
a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent
that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results
in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Option
Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of
(1) the product of the Number of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other
call option transaction sold by Dealer to Counterparty, and (B) the denominator of which is the number of Shares outstanding. The
 “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would
be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation,
regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares
(“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote
or otherwise meets a relevant definition of ownership
under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit”
means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations
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 reasonable discretion, minus
(B) 1% of the number of Shares outstanding.



 






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		(iii)	Notwithstanding any other provision
                                         in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell,
                                         receive or deliver any Shares or other securities, or make or receive any payment in
                                         cash, to or from Counterparty, Dealer may designate any of its affiliates (each, a “Dealer
                                         Designated Affiliate”) 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, to the extent applicable, such Dealer Designated
                                         Affiliate shall comply with the provisions of the 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 any such Dealer Designated Affiliate fully performs the obligations
                                         designated by Dealer to such Dealer Designated Affiliate under this Section 10(e)(iii).



 


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



 


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



 


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



 


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



 


		(g)	[Reserved].



 


		(h)	[Reserved].



 


		(i)	Additional Termination Events.



 


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



 


		(A)	Counterparty may, within five
                                         Scheduled Trading Days of the “Conversion Date”
                                         (as defined in the Indenture) for such Early Conversion, provide written notice (an “Early
                                         Conversion Notice”) to Dealer specifying the number of Convertible Notes surrendered
                                         for conversion on such Conversion Date (such Convertible Notes, the “Affected
                                         Convertible Notes”) and the scheduled settlement date for such conversion (provided
                                         that any such Early Conversion
                                         Notice shall contain a written repetition by Counterparty of the representation and warranty
                                         set forth in Section 8(f) hereunder as of the date of such Early Conversion Notice and
                                         an acknowledgment by Counterparty of its responsibilities under applicable securities
                                         laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules
                                         and regulations thereunder, in respect of the delivery of such Early Conversion Notice),
                                         and the giving of such Early Conversion Notice shall constitute an Additional Termination
                                         Event as provided in this clause;



 






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		(B)	upon
                                         receipt of any such Early Conversion Notice, Dealer shall designate an Exchange Business
                                         Day as an Early Termination Date (which Exchange Business Day shall be on or as promptly
                                         as reasonably practicable after the related, scheduled conversion settlement date for
                                         the Affected Convertible Notes for such Early Conversion) with respect to the portion
                                         of the Transaction corresponding to a number of Options (the “Affected Number
                                         of Options”) equal to the lesser of (x) the number of Affected Convertible
                                         Notes and (y) the Number of
                                         Options as of the Conversion Date for such Early Conversion;



 


		(C)	any
                                         payment hereunder with respect to such termination shall be calculated pursuant to Section
                                         6 of the Agreement as if (x) an Early Termination Date had been designated in respect
                                         of a Transaction having terms identical to the Transaction and a Number of Options equal
                                         to the Affected Number of Options, (y) Counterparty were the sole Affected Party with
                                         respect to such Additional Termination Event and (z) the terminated portion of the Transaction
                                         were the sole Affected Transaction (and, for the avoidance of doubt, the provisions
                                         of Section 10(m) shall apply to any amount that is payable by Dealer to Counterparty
                                         pursuant to this Section 10(i)(i)(C) as if, solely for the purpose of electing whether
                                         the Payment Obligation is to be settled in cash or by Share Termination Alternative,
                                         Counterparty were not the Affected Party);
                                         



 


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



 


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



 


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



 






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



 


		(iv)	Within five Scheduled Trading Days
                                         following any Repayment Event (as defined below) with respect to any Convertible Notes
                                         (the “Repayment Event Notes”), Counterparty may notify Dealer of such
                                         Repayment Event and the aggregate principal amount of Convertible Notes subject to such
                                         Repayment Event (any such notice, a “Repayment Notice”) and the scheduled
                                         settlement date for such Repayment Event; provided that any such Repayment
                                         Notice shall contain a written repetition by Counterparty of the representation and warranty
                                         set forth in Section 8(f) hereunder as of the date of such Repayment Notice and an acknowledgment
                                         by Counterparty of its responsibilities under applicable securities laws, and in particular
                                         Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder,
                                         in respect of the delivery of such Repayment Notice. The receipt by Dealer from Counterparty
                                         of any Repayment Notice shall constitute an Additional Termination Event as provided
                                         in this Section 10(i)(iv). Upon receipt of any such Repayment Notice, Dealer shall designate
                                         an Exchange Business Day following receipt of such Repayment Notice (which Exchange Business
                                         Day shall be on or as promptly as reasonably practicable after the related, scheduled
                                         repurchase settlement date for the Repayment Event Notes for the relevant repayment event)
                                         as an Early Termination Date with respect to the portion of the Transaction corresponding
                                         to a number of Options (the “Repayment Options”) equal to the lesser
                                         of (A) the aggregate principal amount of such Convertible Notes specified in such Repayment
                                         Notice, divided by USD 1,000[, minus (y) the number of Repayment Options
                                         (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible
                                         Notes] and (B) the Number of Options as of the date Dealer designates such Early Termination
                                         Date and, as of such date, the Number of Options shall be reduced by the number of Repayment
                                         Options. Any payment hereunder with respect to such termination (the “Repayment
                                         Unwind Payment”) shall be calculated pursuant to Section 6 of the Agreement
                                         as if (1) an Early Termination Date had been designated in respect of a Transaction having
                                         terms identical to the Transaction and a Number of Options equal to the number of Repayment
                                         Options, (2) Counterparty were the sole Affected Party with respect to such Additional
                                         Termination Event, (3) no adjustments to the Conversion Rate have occurred pursuant to
                                         an Excluded Provision, (4) the corresponding Convertible Notes remain outstanding, (5)
                                         the relevant Repayment 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. “Repayment
                                         Event” means that (i) any Convertible Notes are repurchased (whether in connection
                                         with or as a result of a “fundamental change,” howsoever defined, or for
                                         any other reason) 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), (iii) any principal of any of the Convertible
                                         Notes is repaid prior to the final maturity date of the Convertible Notes (other than
                                         as a result of an acceleration of the Convertible Notes that results in an Additional
                                         Termination Event pursuant to Section 10(i)(ii)), or (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 subsidiaries (or any other property,
                                         or any combination thereof) pursuant to any exchange offer or similar transaction. For
                                         the avoidance of doubt, any conversion of Convertible Notes (whether into cash, Shares,
                                         “Reference Property” (as defined in the Indenture) or any combination thereof)
                                         pursuant to the terms of the Indenture shall not constitute a Repayment Event.



 






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(j)            
Amendments to Equity Definitions.


 


		(i)	Solely in respect
                                         of adjustments to the Cap Price pursuant to Section 10(y), (1) Section 11.2(e)(vii) of
                                         the Equity Definitions is hereby amended by deleting the words “that may have a
                                         diluting or concentrative effect on the theoretical value of the relevant Shares”
                                         and replacing them with the words “that is the result of a corporate event involving
                                         the Issuer or its securities that has a material economic effect on the Shares or options
                                         on the Shares; provided that such event is not based on (a) an observable
                                         market, other than the market for the Company’s own stock or (b) an observable
                                         index, other than an index calculated and measured solely by reference to Company’s
                                         own operations” and (2) Section 12.1(d) of the Equity Definitions is hereby amended
                                         by replacing “10%” with “20%” in the third line thereof.



 


		(ii)	Section 12.6(a)(ii)
                                         of the Equity Definitions is hereby amended by (1) inserting “(1)” immediately
                                         following the word “means” in the first line thereof and (2) inserting immediately
                                         prior to the semi-colon at the end of subsection (B) thereof the following words: “or
                                         (2) 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”; provided
                                         that the period for dismissal, discharge, stay or restraint therein shall be increased
                                         from within 15 days to within 60 days.



 


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



 


		(k)	Setoff. The provisions
                                         of Section 2(c) of the Agreement shall not apply to the Transaction. Each party waives
                                         any and all rights it may have to set-off delivery or payment obligations it owes to
                                         the other party under the Transaction against any delivery or payment obligations owed
                                         to it by the other party under any other agreement between parties hereto, by operation
                                         of law or otherwise.



 


		(l)	Adjustments. For
                                         the avoidance of doubt, whenever the Calculation Agent or Determining Party is called
                                         upon to make an adjustment or determination of any amount pursuant to the terms of this
                                         Confirmation or the Equity Definitions to take into account the effect of an event (other
                                         than on adjustments made by reference to the Indenture), the Calculation Agent or Determining
                                         Party, as applicable, shall make such adjustment in a commercially reasonable manner
                                         by reference to the effect of such event on Dealer, assuming that Dealer maintains a
                                         commercially reasonable hedge position.



 






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



 





 


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



 


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



 


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



 


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



 






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			Failure to Deliver:	Applicable



 


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



 


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



 


		(o)	Registration. Counterparty
                                         hereby agrees that if, in the good faith reasonable judgment of Dealer, based on the
                                         advice of counsel, the Shares (“Hedge Shares”) acquired by Dealer
                                         for the purpose of effecting or maintaining a commercially reasonable hedge of its obligations
                                         pursuant to the Transaction cannot be sold in the public market by Dealer without registration
                                         under the Securities Act, Counterparty shall, at its election, either (i) in order to
                                         allow Dealer to sell the Hedge Shares in a registered offering, make available to Dealer
                                         an effective registration statement under the Securities Act and enter into an agreement,
                                         in form and substance reasonably satisfactory to Dealer, substantially in the form of
                                         an underwriting agreement customary for a registered secondary offering of a similar
                                         size in respect of a similar issuer; provided, however, that if Dealer,
                                         in its sole reasonable 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 paragraph
                                         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 a similar size in respect of a similar issuer, in form and substance
                                         commercially reasonably satisfactory to Dealer using reasonable best efforts to include
                                         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), opinions and certificates and such other documentation
                                         as is customary for private placements agreements of equity securities of companies of
                                         a similar size in a similar industry, as is 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 good faith and commercially reasonable judgment, to compensate
                                         Dealer for any customary liquidity discount from the public market price of the Shares
                                         incurred on the sale of Hedge Shares in a private placement); provided that no “comfort
                                         letter” or accountants’ consent shall be required to be delivered in connection
                                         with any private placements, or (iii) purchase the Hedge Shares from Dealer at the then-current
                                         market price on such Exchange Business Days, and in the amounts and at such time(s),
                                         reasonably requested by Dealer.







 






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



 


		(q)	Right to Extend.
                                         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 the case of clause (i), in its commercially reasonable judgment or, in the case of
                                         clause (ii), based on advice of counsel, that such action is reasonably necessary or
                                         appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind
                                         activity hereunder in light of existing liquidity conditions in the stock loan market
                                         or other relevant market or (ii) to enable Dealer to effect transactions with respect
                                         to Shares in connection with its commercially reasonable hedging, hedge unwind or settlement
                                         activity hereunder in a manner that would, if Dealer were Counterparty or an affiliated
                                         purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory
                                         requirements of organizations with jurisdiction over Dealer or its affiliates, or with
                                         related policies and procedures adopted by Dealer in good faith, so long as such policies
                                         and procedures would generally be applicable to counterparties similar to Counterparty
                                         and transactions similar to the Transaction and are applied in a non-discriminatory manner;
                                         provided that no such Valid Day or other date of valuation, payment or delivery
                                         may be postponed or added more than 75 Valid Days after the original Valid Day or other
                                         date of valuation, payment or delivery, as the case may be.



 


		(r)	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.



 


		(s)	Securities Contract; Swap
                                         Agreement. The parties hereto intend for (i) the Transaction to be a “securities
                                         contract” and a “swap agreement” as defined in the Bankruptcy Code
                                         (Title 11 of the United States Code) (the “Bankruptcy Code”), and
                                         the parties hereto to be entitled to the protections afforded by, among other Sections,
                                         Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code, (ii)
                                         a party’s right to liquidate the Transaction and to exercise any other remedies
                                         upon the occurrence of any Event of Default under the Agreement with respect to the other
                                         party to constitute a “contractual right” as described in the Bankruptcy
                                         Code, and (iii) each payment and delivery of cash, securities or other property hereunder
                                         to constitute a “margin payment” or “settlement payment” and
                                         a “transfer” as defined in the Bankruptcy Code.



 


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



 






    29


     


    

 



 


		(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 the
weighted average of the types and amounts of consideration received by holders of Shares upon consummation of such Merger Event
(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.



 


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



 


		(v)	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.



 


		(w)	Early Unwind. In the event the sale of
the “Firm Notes” (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 10(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.



 


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



 






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		(y)	Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to
the contrary in this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,”
 “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions
(as amended by Section 10(j)(i))), and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration
by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions,
the Calculation Agent shall determine in a commercially reasonable manner whether such occurrence or declaration, as applicable,
has had a material economic effect on the Transaction and, if so, may, in its commercially reasonable discretion, adjust the Cap
Price to preserve the fair value of the Options to Dealer; provided that in no event shall the Cap Price be less than
the Strike Price; provided further that any adjustment to the Cap Price made pursuant to this Section 10(y) shall be
made without duplication of any other adjustment hereunder (including, for the avoidance of doubt, adjustment made pursuant to
the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger Events / Tender Offers”
and “Consequence of Announcement Events” in Section 3 above) and that such adjustments may be made to account solely
for changes in stock price, volatility, interest rates, expected dividends, stock loan rate, value of any commercially reasonable
hedge positions in connection with the Transaction or liquidity relative to the relevant Shares or to the Transaction.



 


	11.	Additional Provisions.



 


		(a)	Role of Agent. Each of Dealer and Counterparty acknowledges to and agrees with the
other party hereto and to and with the Agent that (i) the Agent is acting as agent for Dealer under the Transaction pursuant to
instructions from such party, (ii) the Agent is not a principal or party to the Transaction, and may transfer its rights and obligations
with respect to the Transaction, (iii) the Agent shall have no responsibility, obligation or liability, by way of issuance, guaranty,
endorsement or otherwise in any manner with respect to the performance of either party under the Transaction, (iv) Dealer and the
Agent have not given, and Counterparty is not relying (for purposes of making any investment decision or otherwise) upon, any statements,
opinions or representations (whether written or oral) of Dealer or the Agent, other than the representations expressly set forth
in this Confirmation or the Agreement, and (v) each party agrees to proceed solely against the other party, and not the Agent,
to collect or recover any money or securities owed to it in connection with the Transaction. Each party hereto acknowledges and
agrees that the Agent is an intended third party beneficiary hereunder. Counterparty acknowledges that the Agent is an affiliate
of Dealer. Dealer will be acting for its own account in respect of this Confirmation and the Transaction contemplated hereunder.



 


		(b)	Regulatory Provisions. The time of dealing for the Transaction will be confirmed
by Dealer upon written request by Counterparty. The Agent will furnish to Counterparty upon written request a statement as to the
source and amount of any remuneration received or to be received by the Agent in connection with a Transaction.



 


		(c)	Method of Delivery. Whenever delivery of funds or other assets is required hereunder
by or to Counterparty, such delivery shall be effected through the Agent. In addition, all notices, demands and communications
of any kind relating to the Transaction between Dealer and Counterparty shall be transmitted exclusively through the Agent.



 


		(d)	2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol. The
parties agree that the terms of the 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol published by
ISDA on July 19, 2013 (“Protocol”) apply to the Agreement as if the parties had adhered to the Protocol without amendment.
In respect of the Attachment to the Protocol, (i) the definition of “Adherence Letter”
shall be deemed to be deleted and references to “Adherence Letter” shall be deemed to be to this section (and references
to “such party’s Adherence Letter” and “its Adherence Letter” shall be read accordingly), (ii) references
to “adheres to the Protocol” shall be deemed to be “enters into the Agreement”, (iii) references to “Protocol
Covered Agreement” shall be deemed to be references to the Agreement (and each “Protocol Covered Agreement” shall
be read accordingly), and (iv) references to “Implementation Date” shall be deemed to be references to the date of
this Confirmation. For the purposes of this section:



 






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		(i)	Dealer is a Portfolio Data Sending Entity and Counterparty is a Portfolio Data Receiving Entity;



 


		(ii)	Dealer and Counterparty may use a Third Party Service Provider, and each of Dealer and Counterparty
consents to such use including the communication of the relevant data in relation to Dealer and Counterparty to such Third Party
Service Provider for the purposes of the reconciliation services provided by such entity.



 


		(iii)	The Local Business Days for such purposes in relation to Dealer and Counterparty is New York, New
York, USA.



 


		(iv)	The following are the applicable email addresses.



 


	 	Portfolio Data:	Dealer: [ ]
	 	 	 
	 		Counterparty:
[ ]
	 	 	 
	 	Notice
of discrepancy:	Dealer: [ ]
	 	 	 
	 	 	Counterparty:
[ ]
	 	 	 
	 	Dispute
Notice:	Dealer: [ ]
	 	 	 
	 	 	Counterparty:
[ ]







 


		(e)	NFC Representation Protocol. The parties agree that the provisions set out in the
Attachment to the ISDA 2013 EMIR NFC Representation Protocol published by ISDA on March 8, 2013 (the “NFC Representation
Protocol”) shall apply to the Agreement as if each party were an Adhering Party under the terms of the NFC Representation
Protocol. In respect of the Attachment to the NFC Representation Protocol, (i) the definition of “Adherence Letter”
shall be deemed to be deleted and references to “Adherence Letter” shall be deemed to be to this section (and references
to “the relevant Adherence Letter” and “its Adherence Letter” shall be read accordingly), (ii) references
to “adheres to the Protocol” shall be deemed to be “enters into the Agreement”, (iii) references to “Covered
Master Agreement” shall be deemed to be references to the Agreement (and each “Covered Master Agreement” shall
be read accordingly), and (iv) references to “Implementation Date” shall be deemed to be references to the date of
this Confirmation. Counterparty confirms that it enters into this Confirmation as a party making the NFC Representation (as such
term is defined in the NFC Representation Protocol). Counterparty shall promptly notify Dealer of any change to its status as a
party making the NFC Representation.



 


		(f)	Bail-In Protocol. Notwithstanding anything contained in the Agreement, the parties
agree that the provisions of the ISDA 2016 Bail-In Article 55 BRRD Protocol published by the International Swaps and Derivatives
Association, Inc. on 14 July 2016 (the “Bail-In Protocol”) shall be deemed to be incorporated into and apply to the
Agreement with effect from the date of this Confirmation as if references in those provisions to “Protocol Covered Agreement”
as defined in the Bail-in Protocol were references to the Agreement, and on the basis that references to the “Implementation
Date” in the Bail-in Protocol shall be deemed to be references to the date of this Confirmation.



 






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		(g)	Contractual Recognition of UK Stay Resolution. Notwithstanding anything contained
in the Agreement, the parties agree that the provisions of paragraphs 1 to 4 (inclusive) of the UK (PRA Rule) Jurisdictional Module
(the “UK Module”) published by the International Swaps and Derivatives Association, Inc. on 3 May 2016, as amended
from time to time, shall be deemed to be incorporated into the Agreement as if references in those provisions to “Covered
Agreement” were references to the Agreement, and on the basis that: (i) Dealer shall be treated as a “Regulated Entity”
and as a “Regulated Entity Counterparty” with respect to Counterparty, (ii) Counterparty shall be treated as a “Module
Adhering Party”, and (iii) references to the “Implementation Date” in the UK Module shall be deemed to be references
to the date of this Confirmation.



 


		(h)	Tax Representations. Counterparty represents to Dealer that for U.S. federal income
tax purposes, it is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury
Regulations) and an “exempt recipient” (as that term is used in section 1.6049-4(c)(1) of the United States Treasury
Regulations). Counterparty agrees to give notice of any failure of a representation made by it under this Section 11(h) to be accurate
and true promptly upon learning of such failure.



 


		(i)	Tax Matters. For purposes of Sections 4(a)(i) and (ii) of the Agreement, Counterparty
agrees to deliver to Dealer one duly executed and completed United States Internal Revenue Service Form W-9 (or successor thereto),
(x) prior to becoming a party under this Agreement; (y) promptly upon any reasonable demand by Dealer and (z) promptly upon learning
such form previously provided to Dealer has become obsolete or incorrect.



 






    33 


     


    

 


Please confirm that
the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning to Dealer.


 


     Very truly yours,


 


	 	BARCLAYS BANK PLC
	 	 
	 	By:	 
	 	Authorized Signatory
	 	Name:


 


Accepted and confirmed

as of the Trade Date:


 


	VEECO INSTRUMENTS INC.	 
	 	 
	By:	 	 
	Authorized Signatory	 
	Name: