Exhibit 10.1


 


[Dealer Address]


 


 


[June 15][June 16], 2021


		To:	Cracker Barrel Old Country Store, Inc.

                                            305 Hartmann Drive



P.O. Box 787


Lebanon, Tennessee 37088-0787

Attention: [______]

Telephone No.:[______]

Facsimile No.:[______]


 


Re:          [Base][Additional]
Call Option Transaction


 


The purpose of this letter
agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into
between [Dealer] (“Dealer”) and Cracker Barrel Old Country Store, 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.


 


The definitions and provisions
contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International
Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency
between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on
terms that are defined in the Offering Memorandum dated June 15, 2021 (the “Offering Memorandum”) relating to the
0.625% Convertible Senior Notes due 2026 (as originally issued by Counterparty, the “Convertible Notes” and each USD
1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial
principal amount of USD 275,000,000 (as increased by [up to] an aggregate principal amount of USD 25,000,000 [if and to the extent that]
[pursuant to the exercise by] the Initial Purchasers (as defined herein) [exercise] [of] their option to purchase additional Convertible
Notes pursuant to the Purchase Agreement (as defined herein)) pursuant to an Indenture to be dated June 18, 2021 between Counterparty
and U.S. Bank National Association, as trustee (the “Indenture”). In the event of any inconsistency between the terms
defined in the Offering Memorandum, the Indenture and this Confirmation, this Confirmation shall govern. The parties acknowledge that
this Confirmation is entered into on the date hereof with the understanding that (i) definitions set forth in the Indenture which are
also defined herein by reference to the Indenture and (ii) sections of the Indenture that are referred to herein will conform in all
material respects 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 and in a commercially reasonable manner to preserve
the intent of the parties. Subject to the foregoing, references to the Indenture herein are references to the Indenture as in effect
on the date of its execution, and if the Indenture is amended or supplemented following such date (other than any amendment or supplement
(x) pursuant to Section 8.01(I) of the Indenture that, as determined by the Calculation Agent, conforms the Indenture to the description
of Convertible Notes in the Offering Memorandum or (y) pursuant to Section 5.09 of the Indenture, subject, in the case of this clause
(y), to the second paragraph under “Method of Adjustment” in Section ‎3), any such amendment or supplement will be
disregarded for purposes of this Confirmation (other than as provided in Section ‎9(g)(iii) below) unless the parties agree otherwise
in writing.


 


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 ISDA 2002 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][Dealer’s] as of the Trade Date, (b) the phrase “or becoming capable at such time of being declared”
shall be deleted from clause (1) and (c) the following language shall be added to the end of such Section: “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.


 


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


 


General Terms.


 


	 	Trade Date:	[June 15][June 16], 2021
	 	 	 
	 	Effective Date:	The second Exchange Business Day immediately prior to the Premium Payment Date, subject to Section
    9(s).
	 	 	 
	 	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 “CBRL”).
	 	 	 
	 	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.
	 	 	 
	 	Applicable Percentage:	[_]%
	 	 	 
	 	Option Entitlement:	A number equal to the product of the Applicable Percentage and 5.3153.
	 	 	 
	 	Strike Price:	USD 188.1361
	 	 	 
	 	Premium:	USD [______]
	 	 	 
	 	Premium Payment Date:	June 18, 2021
	 	 	 
	 	Exchange:	The Nasdaq Global Select Market
	 	 	 
	 	Related Exchange(s):	All Exchanges



 






    2 


     


    

 


	 	Excluded Provisions:	Section 5.06 and Section 5.07 of the Indenture.
	 	 	 
	Procedures for Exercise.	 
	 	 	 
	 	Conversion Date:	With respect to any conversion of a Convertible Note (other than (x) any conversion of a Convertible
    Note with a “Conversion Date” (as defined in the Indenture) occurring prior to the 55th Scheduled Valid Day preceding
    the Expiration Date or (y) any conversion of a Convertible Note in respect of which holder of such Convertible Note would be entitled
    to an increase in the Conversion Rate pursuant to a Make-Whole Adjustment (including, for the avoidance of doubt, if such Make-Whole
    Adjustment does not result in an increase to the Conversion Rate) (any such conversion described in clause (x) or clause (y), an
    “Early Conversion”), to which the provisions of Section 9(g)(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 5.01 of the Indenture; provided that if Counterparty has not delivered to Dealer a related
    Notice of Exercise, then in no event shall a Conversion Date be deemed to occur hereunder (and no Option shall be exercised or deemed
    to be exercised hereunder) with respect to any surrender of a Convertible Note for conversion in respect of which Counterparty has
    elected to designate a financial institution for exchange in lieu of conversion of such Convertible Note pursuant to Section 5.08
    of the Indenture.
	 	 	 
	 	Expiration Time:	The Valuation Time
	 	 	 
	 	Expiration Date:	June 15, 2026, subject to earlier exercise.
	 	 	 
	 	Multiple Exercise:	Applicable, as described under “Automatic Exercise” below.
	 	 	 
	 	Automatic Exercise:	Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date in respect of which,
    if applicable, a Conversion Notice (as defined in the Indenture) that is effective as to Counterparty has been delivered by the relevant
    converting Holder, a number of Options equal to [(i)] the number of Convertible Notes in denominations of USD 1,000 as to which such
    Conversion Date has occurred [minus (ii) the number of Options that are or are deemed to be automatically exercised on such
    Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated June 15, 2021 between Dealer and Counterparty
    (the “Base Call Option Confirmation”),] shall be deemed to be automatically exercised; provided that such
    Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with
    “Notice of Exercise” below.
	 	 	 
	 	 	Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed
    exercised hereunder exceed the Number of Options.



 






    3 


     


    

 


	 	Notice of Exercise:	Notwithstanding anything to the contrary in the Equity Definitions or under “Automatic
    Exercise” above, in order to exercise any Options relating to Convertible Notes with a Conversion Date occurring on or after
    the 55th Scheduled Valid Day preceding the Expiration Date, Counterparty must notify Dealer in writing before 5:00 p.m. (New York
    City time) on the second Scheduled Valid Day immediately preceding the Expiration Date (the “Notice Deadline”)
    of the number of such Options; provided that if the Relevant Settlement Method for such Options is (x) Cash Settlement or
    (y) Combination Settlement, Dealer shall have received a separate notice (the “Notice of Final Settlement Method”)
    in respect of all such Convertible Notes before 9:00 a.m. (New York City time) on the 55th Scheduled Valid Day preceding
    the Expiration Date specifying (1) the Relevant Settlement Method for such Options and (2) if the settlement method for the related
    Convertible Notes is not Settlement in Cash (as defined below), the fixed amount of cash per Convertible Note that Counterparty has
    elected to deliver to Holders (as such term is defined in the Indenture) of the related Convertible Notes (the “Specified
    Cash Amount”). Counterparty acknowledges its responsibilities under applicable securities laws, and in particular Section
    9 and Section 10(b) of the Exchange Act (as defined below) and the rules and regulations thereunder, in respect of any election of
    a settlement method with respect to the Convertible Notes.
	 	 	 
	 		Notwithstanding anything to the contrary herein or in the Equity Definitions, any Notice of Exercise
    and the related exercise of the related Options shall be effective if given after the Notice Deadline but prior to 5:00 p.m. (New
    York City time) on the fifth Exchange Business Day following the Notice Deadline and, in respect of any Options in respect of which
    such notice is delivered after the relevant Notice Deadline pursuant to this paragraph, the Calculation Agent shall have the right
    to (i) postpone the Settlement Date and (ii) adjust the number of Shares and/or amount of cash deliverable by Dealer with respect
    to such Options in a commercially reasonable manner as appropriate to reflect the commercially reasonable additional costs (including,
    but not limited to, hedging mismatches and market losses) and commercially reasonable expenses incurred by Dealer in connection with
    its commercially reasonable hedging activities (including the unwinding of any commercially reasonable hedge position) as a result
    of Dealer not having received such notice on or prior to the Notice Deadline.
	 	 	 
	 	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 commercially reasonable discretion.
	 	 	 
	 	Market Disruption Event:	Section 6.3(a) of the Equity Definitions is hereby replaced in its entirety by the following:
	 	 	 
	 	 	“‘Market Disruption Event’ means, in respect of a Share, (i) a failure by the primary
    United States national or regional securities exchange or market on which the Shares are listed or admitted for trading to open for
    trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m. (New York City time) on any Scheduled
    Valid Day for the Shares for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation
    imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the
    Shares or in any options contracts or futures contracts relating to the Shares.”



 






    4 


     


    

 


	Settlement Terms.  	 
	 	 	 
	 	Settlement Method:	For any Option, Net Share Settlement; provided that if the Relevant Settlement Method set
    forth below for such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement
    Method, but only if Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise or Notice
    of Final Settlement Method, as applicable, for such Option.
	 	 	 
	 	Relevant Settlement Method:	In respect of any Option:
	 	 	 
	 		(i) if Counterparty has elected (or is deemed to have elected) to settle its conversion obligations
    in respect of the related Convertible Note in a combination of cash and Shares pursuant to Section 5.03(B)(i)(2) of the Indenture
    with a Specified Cash Amount equal to USD 1,000, then, in each case, the Relevant Settlement Method for such Option shall be
    Net Share Settlement;
	 	 	 
	 		(ii) if Counterparty has elected to settle its conversion obligations in respect of the related Convertible
    Note in a combination of cash and Shares pursuant to Section 5.03(B)(i)(2) of the Indenture with a Specified Cash Amount greater
    than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; and
	 	 	 
	 		(iii) if Counterparty has elected to settle its conversion obligations in respect of the related
    Convertible Note entirely in cash pursuant to Section 5.03(B)(i)(1) of the Indenture (such settlement method, “Settlement
    in Cash”), then the Relevant Settlement Method for such Option shall be Cash Settlement.
	 	 	 
	 	Net Share Settlement:	If Net Share Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer
    will deliver to Counterparty, on the relevant Settlement Date for each such Option, a number of Shares (the “Net Share Settlement
    Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for each such Option, of (i) (a) the
    Daily Option Value for such Valid Day, divided by (b) the Relevant Price on such Valid Day, divided by (ii) the number
    of Valid Days in the Settlement Averaging Period; provided that in no event shall the Net Share Settlement Amount for any
    Option exceed a number of Shares equal to the Applicable Limit for such Option divided by the Applicable Limit Price on the
    Settlement Date for such Option.



 






    5 


     


    

 


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



 


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



 


	 	 	 
	 	 	provided that in no event shall the sum of (x) the Combination Settlement Cash Amount for
    any Option and (y) the Combination Settlement Share Amount for such Option multiplied by the Applicable Limit Price on the
    Settlement Date for such Option, exceed the Applicable Limit for such Option.
	 	 	 
	 	 	Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to
    any Combination Settlement Share Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.



 






    6 


     


    

 


	 	Cash Settlement:	If Cash Settlement is applicable to any Option exercised or deemed exercised hereunder,
    in lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the relevant Settlement Date for each such
    Option, an amount of cash (the “Cash Settlement Amount”) equal to the sum, for each Valid Day during the Settlement
    Averaging Period for such Option, of (i) the Daily Option Value for such Valid Day, divided by (ii) the number of Valid Days
    in the Settlement Averaging Period; provided that in no event shall the Cash Settlement Amount exceed the Applicable Limit
    for such Option.  
	 	 	 
	 	Daily Option Value:	For any Valid Day, an amount equal to (i) the Option Entitlement on such Valid Day, multiplied
    by (ii) the Relevant Price on such Valid Day less the Strike Price on such Valid Day; provided that if the calculation
    contained in clause (ii) above results in a negative number, the Daily Option Value for such Valid Day shall be deemed to be zero.  In
    no event will the Daily Option Value be less than zero.
	 	 	 
	 	Make-Whole Adjustment:	Any adjustment to the Conversion Rate pursuant to Section 5.07 of the Indenture.
	 	 	 
	 	Discretionary Adjustment:	Any adjustment to the Conversion Rate pursuant to Section 5.06 of the Indenture.
	 	 	 
	 	Applicable Limit:	For any Option, an amount of cash equal to the Applicable Percentage multiplied by the excess
    of (i) the aggregate of (A) the amount of cash, if any, paid to the Holder of the related Convertible Note upon conversion of such
    Convertible Note and (B) the number of Shares, if any, delivered to the Holder of the related Convertible Note upon conversion of
    such Convertible Note multiplied by the Applicable Limit Price on the Settlement Date for such Option, over (ii) USD 1,000.  
	 	 	 
	 	Applicable Limit Price:	On any day, the opening price as displayed under the heading “Op” on Bloomberg page CBRL
    <equity> (or any successor thereto).
	 	 	 
	 	Valid Day:	A day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs
    on the Exchange or, if the Shares are not then listed on the Exchange, on the principal other United States national or regional
    securities exchange on which the Shares are then listed or, if the Shares are not then listed on a United States national or regional
    securities exchange, on the principal other market on which the Shares are then listed or admitted for trading. If the Shares are
    not so listed or admitted for trading, “Valid Day” means a Business Day.
	 	 	 
	 	Scheduled Valid Day:	A day that is scheduled to be a Valid Day on the principal United States national or regional securities
    exchange or market on which the Shares are listed or admitted for trading.  If the Shares are not so listed or admitted
    for trading, “Scheduled Valid Day” means a Business Day.
	 	 	 
	 	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.



 






    7 


     


    

 


	 	Relevant Price:	On any Valid Day, the per Share volume-weighted average price as displayed under the
    heading “Bloomberg VWAP” on Bloomberg page CBRL <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 or is manifestly incorrect, the market value of one Share
    on such Valid Day, as determined by the Calculation Agent in good faith and in a commercially reasonable manner using, if practicable,
    a volume-weighted average method).  The Relevant Price will be determined without regard to after-hours trading or any
    other trading outside of the regular trading session trading hours.
	 	 	 
	 	Settlement Averaging Period:	For any Option:
	 	 	 
	 		(i)	if the related Conversion Date occurs prior to the 55th Scheduled Valid Day preceding
    the Expiration Date, the 25 consecutive Valid Days commencing on, and including, the third Valid Day following such Conversion Date;
    or
	 	 	 
	 		(ii)	if the related Conversion Date occurs on or after the 55th Scheduled Valid Day preceding
    the Expiration Date, the 25 consecutive Valid Days commencing on, and including, the 26st 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”)).



 






    8 


     


    

 


	3.	Additional Terms applicable to the Transaction.	 
	 	 	 
	 	Adjustments applicable to the Transaction:	 
	 	 	 
	 	Potential Adjustment Events:	Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment
    Event” means an occurrence of any event or condition, as set forth in any Dilution Adjustment Provision, that would result
    in an adjustment under the Indenture to the “Conversion Rate” or the composition of a “Reference Property Unit”
    or to any “Last Reported Sale Price”, “Daily VWAP,” “Daily Conversion Value”, “Daily
    Settlement Amount” or “Daily Cash Amount” (each as defined in the Indenture).  For the avoidance of doubt,
    Dealer shall not have any delivery or payment obligation hereunder, and no adjustment shall be made to the terms of the Transaction,
    on account of (x) any distribution of cash, property or securities by Counterparty to holders of the Convertible Notes (upon
    conversion or otherwise) or (y) any other transaction in which holders of the Convertible Notes are entitled to participate,
    in each case, in lieu of an adjustment under the Indenture of the type referred to in the immediately preceding sentence (including,
    without limitation, pursuant to the proviso to the first sentence of Section 5.05(A)(iii) of the Indenture or the proviso to the
    first sentence of Section 5.05(A)(iv) of the Indenture).
	 	 	 
	 	Method of Adjustment:	Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the
    Equity Definitions, upon any Potential Adjustment Event, the Calculation Agent, acting in good faith and commercially reasonably
    with reference to the relevant provisions of the Indenture, shall make a corresponding 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.
	 	 	 
	 	 	Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers”
    below:
	 	 	 
	 		(i)	if the Calculation Agent, acting in good faith and in a commercially reasonable manner,
    disagrees with any adjustment to the Convertible Notes pursuant to the terms and provisions of the Indenture that is the basis of
    any calculation hereunder and that involves an exercise of discretion by Counterparty or its board of directors (including, without
    limitation, pursuant to Section 5.05(H) of the Indenture, Section 5.05(A)(iii) of the Indenture, Section 5.09 of the Indenture or
    any supplemental indenture entered into thereunder or in connection with any proportional adjustment or the determination of the
    fair value of any securities, property, rights or other assets), then in each such case, the Calculation Agent will determine 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 with reference to the relevant provisions
    of the Indenture; provided that, notwithstanding the foregoing, if any Potential Adjustment Event occurs during the Settlement
    Averaging Period but no adjustment was made to any Convertible Note under the Indenture because the relevant Holder (as such term
    is defined in the Indenture) was deemed to be a record owner of the underlying Shares on the related Conversion Date, then the Calculation
    Agent shall make a commercially reasonable adjustment, as determined by it, to the terms hereof in order to account for such Potential
    Adjustment Event;



 






    9 


     


    

 


	 		(ii)	in connection with any Potential Adjustment Event as a result of an event or condition set forth in Section 5.05(A)(ii) of the Indenture
or Section 5.05(A)(iii)(1) of the Indenture where, in either case, the period for determining “Y” (as such term is used in
Section 5.05(A)(ii) of the Indenture) or “SP” (as such term is used in Section 5.05(A)(iii)(1) 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, in good faith and in a commercially reasonable manner, taking into account
the terms of the Indenture, any variable relevant to the exercise, settlement or payment for the Transaction as appropriate to reflect
the commercially reasonable costs (including, but not limited to, hedging mismatches and market losses) and commercially reasonable expenses
incurred by Dealer in connection with its commercially reasonable hedging activities as a result of such event or condition not having
been publicly announced prior to the beginning of such period; and
	 	 	 
	 		(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, in good faith and in a commercially reasonable manner, taking into account the terms of the Indenture, any
variable relevant to the exercise, settlement or payment for the Transaction as appropriate to reflect the commercially reasonable costs
(including, but not limited to, hedging mismatches and market losses) and commercially reasonable expenses incurred by Dealer in connection
with its commercially reasonable hedging activities as a result of such Potential Adjustment Event Change.



 






    10 


     


    

 


	 	Dilution Adjustment Provisions:	Sections 5.05(A)(i), (A)(ii), (A)(iii), (A)(iv), (A)(v) and Section 5.05(H) of the Indenture.
	 	 	 
	Extraordinary Events applicable to the Transaction:	 
	 	 	 
	 	Merger Events:	Applicable; provided that notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger
    Event” means the occurrence of any event or condition set forth in the definition of “Common Stock Change Event”
    in Section 5.09 of the Indenture.
	 	 	 
	 	Tender Offers:	Applicable; provided that notwithstanding Section 12.1(d) of the Equity Definitions, a “Tender
    Offer” means the occurrence of any event or condition set forth in Section 5.09(A)(v) of the Indenture.
	 	 	 
	 	Consequences of Merger Events /	 
	 	Tender Offers:	Notwithstanding Section 12.2 and Section 12.3 of the Equity Definitions, upon the occurrence of a
    Merger Event or a Tender Offer, the Calculation Agent shall make 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, 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.
	 	 	 
	 	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.



 






    11 


     


    

 


	 	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” and (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)”.
	 	 	 
	 	Failure to Deliver:	Applicable
	 	 	 
	 	Hedging Disruption:	Applicable; provided that:
	 	 	 
	 		(i)	Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting
    the following words at the end of clause (A) thereof:  “in the manner contemplated by the Hedging Party on the Trade Date”
    and (b) inserting the following two phrases at the end of such Section:
	 	 	 
	 	 		“For the avoidance of doubt, the term “equity price risk” shall be deemed to
    include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such
    transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms.”;
    and
	 	 	 
	 		(ii)	Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof,  after
    the words “to terminate the Transaction”, the words “or, if a portion of the Transaction is affected by such Hedging
    Disruption (as commercially reasonably determined by the Hedging Party), such 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.
	 	 	 
	Non-Reliance:	Applicable
	 	 	 
	Agreements and Acknowledgments	 
	Regarding Hedging Activities:	Applicable
	 	 	 
	Additional Acknowledgments:	Applicable



 






    12 


     


    

 


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






 


5.                  
Account Details.


 


		(a)	Account for payments to Counterparty:



 


To be advised.


 


Account for delivery of Shares to Counterparty:


 


To be advised.


 


		(b)	Account for payments to Dealer:



 


[______]


 


6.                  
Offices.


 


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



 


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



 






    13 


     


    

 


7.                  
 Notices.


 


		(a)	Address for notices or communications to
                                            Counterparty:



 


Cracker Barrel Old Country Store, Inc.

305 Hartmann Drive


P.O. Box 787


Lebanon, Tennessee 37088-0787

Attention: [______]

Telephone No.:[______]

Facsimile No.:[______]


The Legal Entity Identifier (LEI) for Counterparty is: 8P4PHQIUWPIECBFBW745


 


		(b)	Address for notices or communications to
                                            Dealer:



 


[______]


 


8.                  
Representations and Warranties of Counterparty. 


 


Counterparty hereby
represents and warrants to Dealer on the date hereof and on and as of the Premium Payment Date that:


 


		(a)	In lieu of the representation set forth
                                            in Section 3(a)(ii) of the Agreement, 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
                                            filed as an exhibit to Counterparty’s Annual Report on Form 10-K for the year ended
                                            July 31, 2020, as updated by any subsequent filings, to which Counterparty or any of its
                                            subsidiaries is a party or by which Counterparty or any of its subsidiaries is bound or to
                                            which Counterparty or any of its subsidiaries is subject, or constitute a default under,
                                            or result in the creation of any lien under, any such agreement or instrument.



 


		(c)	In lieu of the representation set forth
                                            in Section 3(a)(iv) of the Agreement, to Counterparty’s knowledge, 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)	Each of it and its affiliates 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).



 






    14 


     


    

 


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



 


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



 


		(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 acknowledges that the board
                                            of directors of Counterparty has granted the approval necessary to cause the restrictions
                                            set forth in Tennessee Code Annotated Section 48-103 et seq. (the “Business Combinations
                                            Statute”) to be inapplicable to the Transaction, including, without limitation,
                                            transactions in, or linked to, Counterparty’s securities to be effected by Dealer in
                                            connection with hedging the Transaction, and as a result neither Dealer nor any of its affiliates
                                            or associates shall be subject to the restrictions in the Business Combinations Statute as
                                            an “interested shareholder” of Counterparty by virtue of (i) its entry into the
                                            Transaction or (ii) any act that Dealer may take in furtherance of the Transaction (including
                                            without limitation the hedging transactions to be effected by Dealer or its affiliates in
                                            connection with the Transaction, whether in Shares or transactions that references the Shares)
                                            or (iii) its purchase of, as the case may be, and/or marketmaking in, the Convertible Notes.



 


		(k)	On each of the Trade Date and the Premium
                                            Payment Date, Counterparty is not “insolvent” (as such term is defined under
                                            Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy
                                            Code”)) and Counterparty would be able to purchase the Number of Shares in compliance
                                            with the laws of the jurisdiction of Counterparty’s incorporation.



 


		(l)	On the Trade Date, neither Counterparty
                                            nor any “affiliate” or “affiliated purchaser” (each as defined in
                                            Rule 10b-18 under the Exchange Act (“Rule 10b-18”)) shall directly or
                                            indirectly (including, without limitation, by means of any cash-settled or other derivative
                                            instrument) purchase, offer to purchase, place any bid or limit order that would effect a
                                            purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest,
                                            including a unit of beneficial interest in a trust or limited partnership or a depository
                                            share) or any security convertible into or exchangeable or exercisable for Shares, other
                                            than the repurchase by Counterparty of Shares through privately negotiated, off-exchange
                                            transactions in connection with the offering of the Convertible Notes to be settled on or
                                            around the Premium Payment Date [under (and as defined in) the Base Call Option Confirmation].



 


		(m)	[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.



 


		(n)	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”.]



 






    15 


     


    

 






9.                  
 Other Provisions.


 


		(a)	Opinions. Counterparty shall
                                            deliver to Dealer an opinion of counsel, dated as of the Premium Payment Date, with respect
                                            to the matters set forth in Sections ‎8(a) through ‎(d) of this Confirmation;
                                            provided that any such opinion of counsel may contain customary 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 and Conversion Rate Adjustment
                                            Notices. Counterparty shall, on any date on which Counterparty effects any repurchase
                                            of Shares (a “Repurchase Event”) or otherwise engages in any transaction
                                            or event (a “Conversion Rate Adjustment Event”) that could reasonably
                                            be expected to lead to an increase in the “Conversion Rate” (as defined in the
                                            Indenture), promptly give Dealer a written notice of such Repurchase Event or Conversion
                                            Rate Adjustment Event (a “Relevant Event Notice”) on such day if following
                                            such Repurchase Event or Conversion Rate Adjustment Event, the number of outstanding Shares
                                            as determined on such day is (i) less than 17.3 million (in the case of the first such Relevant
                                            Event Notice) or (ii) thereafter more than 3.7 million less than the number of Shares included
                                            in the immediately preceding Relevant Event 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 losses (including losses relating to Dealer’s commercially
                                            reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a
                                            Section 16 “insider”, including without limitation, any forbearance from commercially
                                            reasonable hedging activities or cessation of hedging activities and any losses in connection
                                            therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable
                                            expenses (including reasonable attorney’s fees), joint or several, which an Indemnified
                                            Person may become subject to, in each case, as a result of Counterparty’s failure to
                                            provide Dealer with a Relevant Event Notice on the day and in the manner specified in this
                                            paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified
                                            Persons for any reasonable legal or other expenses incurred in connection with investigating,
                                            preparing for, providing testimony or other evidence in connection with or defending any
                                            of the foregoing. If any suit, action, proceeding (including any governmental or regulatory
                                            investigation), claim or demand shall be brought or asserted against the Indemnified Person
                                            as a result of Counterparty’s failure to provide Dealer with a Relevant Event Notice
                                            in accordance with this paragraph (b), such Indemnified Person shall promptly notify Counterparty
                                            in writing, and Counterparty, upon request of the Indemnified Person, shall retain one counsel
                                            per relevant jurisdiction reasonably satisfactory to the Indemnified Person to represent
                                            the Indemnified Person and any others Counterparty may designate in such proceeding and shall
                                            pay the reasonable fees and expenses of such counsel related to such proceeding. Counterparty
                                            shall not be liable to the extent that the Indemnified Person fails to notify Counterparty
                                            within a commercially reasonable period of time after any action is commenced against it
                                            in respect of which an indemnity may be sought hereunder (it being understood and agreed
                                            that any such notice delivered within 30 days of the commencement of any such action shall
                                            be deemed to have been delivered within a commercially reasonable period of time for such
                                            purpose), but only to the extent that Counterparty is materially prejudiced by such failure
                                            to provide such notice. In addition, Counterparty shall 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. 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.



 






    16


     


    

 


		(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 ‎9(b) or any obligations under Section ‎9(l) or ‎9(q) of this
                                            Confirmation;



 


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



 


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



 


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



 


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



 


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



 


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



 






    17


     


    

 


		(ii)	Dealer may not transfer or assign all or
                                            any part of its rights or obligations under the Transaction without Counterparty’s
                                            consent other than (A) to an affiliate or branch of Dealer (1) that has a long-term issuer
                                            rating at the time of such transfer or assignment 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, or (B) with
                                            Counterparty’s prior written consent (such consent not to be unreasonably withheld)
                                            to any other third party financial institution that (I) is regulated (or whose guarantor
                                            is regulated) as to matters of financial integrity and soundness by a financial regulator
                                            of a G10 member country and (ii) has a long-term issuer rating equal to or better than the
                                            greater of (1) the credit rating of Dealer at the time of the transfer and (2) A- by 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, at the time of such transfer or assignment either (i) 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. Without limiting the foregoing, no transfer
                                            or assignment by Dealer shall be permitted hereunder that would result in the occurrence
                                            of an Event of Default, Potential Event of Default or Termination Event. Dealer covenants
                                            and agrees that it shall use good faith efforts to maintain at all times prior to the Expiration
                                            Date the Section 16 Percentage below 8.5% and the Share Amount below the Applicable Share
                                            Limit. If at any time at which (A) the Section 16 Percentage exceeds 8.5% or (B) the Share
                                            Amount exceeds the Applicable Share Limit (if any applies) (any such condition described
                                            in clauses (A) or (B), an “Excess Ownership Position”), Dealer is unable
                                            after using its commercially reasonable efforts to effect a transfer or assignment of Options
                                            to a third party on pricing terms reasonably acceptable to Dealer and within a time period
                                            reasonably acceptable to Dealer such that no Excess Ownership Position exists, then Dealer
                                            may designate any Exchange Business Day as an Early Termination Date with respect to a portion
                                            of the Transaction (the “Terminated Portion”), such that following such
                                            partial termination no Excess Ownership Position exists. In the event that Dealer so designates
                                            an Early Termination Date with respect to a portion of the Transaction, a payment shall be
                                            made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been
                                            designated in respect of a Transaction having terms identical to the Transaction and a Number
                                            of Options equal to the number of Options underlying the Terminated Portion, (2) Counterparty
                                            were the sole Affected Party with respect to such partial termination and (3) the Terminated
                                            Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions
                                            of Section ‎9(j) 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 “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 (except for any filings of Form 13F, Schedule 13D or Schedule 13G under the Exchange
                                            Act) 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.



 






    18


     


    

 


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



 


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



 


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



 


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



 


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



 


		(g)	Additional Termination Events.



 


		(i)	Notwithstanding anything to the contrary
                                            in this Confirmation, upon any Early Conversion in respect of which the relevant converting
                                            “Holder” (as such term is defined in the Indenture) has satisfied the requirements
                                            to conversion set forth in Section 5.01 of the Indenture:



 


		(A)	Counterparty shall, 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
                                            anticipated settlement date, and the giving of such Early Conversion Notice shall constitute
                                            an Additional Termination Event as provided in this Section 9(g)(i);



 


		(B)	upon receipt of any such Early Conversion
                                            Notice, Dealer shall designate the second Scheduled Trading Day prior to the related settlement
                                            date for such Affected Convertible Note as an Early Termination Date with respect to the
                                            portion of the Transaction corresponding to a number of Options (the “Affected Number
                                            of Options”) equal to the lesser of (x) the number of Affected Convertible Notes
                                            [minus the “Affected Number of Options” (as defined in the Base Call Option Confirmation)
                                            (and for purposes of determining whether any Options under this Confirmation or under the
                                            Base Call Option Confirmation will be among the Affected Number of Options hereunder or under,
                                            and as defined in, the Base Call Option Confirmation, the Affected Convertible Notes specified
                                            in such Early Conversion Notice shall be allocated first to the Base Call Option Confirmation
                                            until all options thereunder are exercised or terminated)] and (y) the Number of Options
                                            as of the “Conversion Date” (as defined in the Indenture) for such Early Conversion;



 



    19


     


    

 


		(C)	any
                                            payment hereunder with respect to such termination shall be calculated pursuant to Section
                                            6 of the Agreement as if (x) an Early Termination Date had been designated in respect of
                                            a Transaction having terms identical to the Transaction and a Number of Options equal to
                                            the Affected Number of Options, (y) Counterparty were the sole Affected Party with respect
                                            to such Additional Termination Event and (z) the terminated portion of the Transaction were
                                            the sole Affected Transaction; provided that the amount payable with respect to such
                                            termination shall not be greater than (1) the Applicable Percentage, multiplied by
                                            (2) the Affected Number of Options, multiplied by (3) (x) the sum of (i) the amount
                                            of cash paid (if any) to the Holder (as such term is defined in the Indenture) of an Affected
                                            Convertible Note upon conversion of such Affected Convertible Note and (ii) the number of
                                            Shares delivered (if any) to the Holder (as such term is defined in the Indenture) of an
                                            Affected Convertible Note upon conversion of such Affected Convertible Note, multiplied
                                            by the Applicable Limit Price on the settlement date for the conversion of such Affected
                                            Convertible Note, minus (y) USD 1,000;



 


		(D)	for the avoidance of doubt, in determining
                                            the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement,
                                            the Calculation Agent shall assume that (x) the relevant Early Conversion and any conversions,
                                            adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty
                                            leading thereto had not occurred, (y) no adjustment to the conversion rate for the Convertible
                                            Notes has occurred pursuant to any Make-Whole Adjustment or Discretionary Adjustment 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”(as defined in the Indenture)
                                            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 7.01 of the Indenture that results
                                            in the Convertible Notes becoming or being declared due and payable pursuant to the terms
                                            of the Indenture, then such 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.



 


		(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 8.01(I) of the Indenture that, as determined by the Calculation Agent,
                                            conforms the Indenture to the description of Convertible Notes in the Offering Memorandum
                                            or (y) pursuant to Section 5.09 of the Indenture), in each case, without the consent of Dealer.



 



    20


     


    

 


		(iv)	Within five Scheduled Trading Days of any
                                            Repayment Event (as defined below), Counterparty (x) in the case of a Repayment Event pursuant
                                            to Section 4.02 or Section 4.03 of the Indenture, shall notify Dealer in writing of such
                                            Repayment Event and (y) in the case of a Repayment Event not described in clause (x) above,
                                            may notify Dealer in writing of such Repayment Event, in each case, including the aggregate
                                            principal amount of Convertible Notes (the “Repayment Convertible Notes”)
                                            subject to such Repayment Event (any such notice, a “Repayment Notice”);
                                            provided that no such Repayment Notice described in clause (y) above shall be effective
                                            unless it contains the representation by Counterparty set forth in Section 8(f) as of the
                                            date of such Repayment Notice[; provided further that any “Repayment Notice”
                                            delivered to Dealer pursuant to the Base Call Option Confirmation shall be deemed to be a
                                            Repayment Notice pursuant to this Confirmation and the terms of such Repayment Notice shall
                                            apply, mutatis mutandis, to this Confirmation]. The receipt by Dealer from Counterparty
                                            of any Repayment Notice shall constitute an Additional Termination Event as provided in this
                                            Section 9(g)(iv). Upon receipt of any such Repayment Notice, Dealer shall designate an Exchange
                                            Business Day following receipt of such Repayment Notice as an Early Termination Date with
                                            respect to the portion of the Transaction corresponding to a number of Options (the “Repayment
                                            Options”) equal to the lesser of (A) [(x)] the aggregate principal amount of such
                                            Convertible Notes specified in such Repayment Notice, divided by USD 1,000, [minus
                                            (y) the number of “Repayment Options” (as defined in the Base Call Option
                                            Confirmation), if any, that relate to such Convertible Notes (and for the purposes of determining
                                            whether any Options under this Confirmation or under the Base Call Option Confirmation will
                                            be among the Repayment Options hereunder or under, and as defined in, the Base Call Option
                                            Confirmation, the Convertible Notes specified in such Repayment Notice shall be allocated
                                            first to the Base Call Option Confirmation until all Options thereunder are exercised or
                                            terminated)], and (B) the Number of Options as of the date Dealer designates such Early Termination
                                            Date and, as of such date, the Number of Options shall be reduced by the number of Repayment
                                            Options. Any payment hereunder with respect to such termination (the “Repayment
                                            Unwind Payment”) shall be calculated pursuant to Section 6 of the Agreement as
                                            if (1) an Early Termination Date had been designated in respect of a Transaction having terms
                                            identical to the Transaction and a Number of Options equal to the number of Repayment Options,
                                            (2) Counterparty were the sole Affected Party with respect to such Additional Termination
                                            Event and (3) the terminated portion of the Transaction were the sole Affected Transaction
                                            (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount
                                            that is payable by Dealer to Counterparty pursuant to this Section 9(g)(iv) as if Counterparty
                                            was not the Affected Party); provided that, in the event of a Repayment Event pursuant
                                            to Section 4.02 or Section 4.03 of the Indenture, the Repayment Unwind Payment shall not
                                            be greater than (x) the number of Repayment Options multiplied by (y) the product of (A)
                                            the Applicable Percentage and (B) the excess, if any, of (I) the principal amount per Repayment
                                            Convertible Note over (II) USD 1,000 per Repayment Convertible Note. “Repayment
                                            Event” means that (i) any Convertible Notes are repurchased or redeemed (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 or any of its subsidiaries in exchange for delivery of any property
                                            or assets of such party (howsoever described), (iii) any principal of any of the Convertible
                                            Notes is repaid prior to the final maturity date of the Convertible Notes (for any reason
                                            other than as a result of an acceleration of the Convertible Notes that results in an Additional
                                            Termination Event pursuant to Section 9(g)(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. 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 (1) the relevant Repayment Event and
                                            any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf
                                            of Counterparty leading thereto had not occurred, (2) no adjustments to the Conversion Rate
                                            have occurred pursuant to any Excluded Provision and (3) the corresponding Convertible Notes
                                            remain outstanding as if the circumstances related to the Repayment Event had not occurred.



 






    21


     


    

 


		(h)	Amendments to Equity Definitions.



 


		(i)	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”.



 


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



 


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



 


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





 






    22


     


    

 


	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 to Dealer 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.
	 	 	 




 


	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.
	 	 	 




 


		(k)	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.



 






    23


     


    

 


		(l)	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 hedging 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 satisfactory to Dealer, substantially in the form
                                            of an underwriting agreement for a registered secondary offering of comparable size for an
                                            issuer comparable to Counterparty, (B) provide accountant’s “comfort” letters
                                            in customary form for a registered secondary offering of comparable size for an issuer comparable
                                            to Counterparty, (C) provide disclosure opinions of nationally recognized outside counsel
                                            to Counterparty reasonably acceptable to Dealer, (D) provide other customary opinions, certificates
                                            and closing documents customary in form for a registered secondary offering of comparable
                                            size for an issuer comparable to Counterparty and (E) afford Dealer a reasonable opportunity
                                            to conduct a “due diligence” investigation with respect to Counterparty customary
                                            in scope for a registered secondary offering of comparable size for an issuer comparable
                                            to Counterparty; 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 similar size,
                                            in form and substance satisfactory to Dealer (in which case, the Calculation Agent shall
                                            make any commercially reasonable adjustments to the terms of the Transaction that are necessary,
                                            in its commercially reasonable judgment, to compensate Dealer for any discount from the public
                                            market price of the Shares incurred on the sale of Hedge Shares in a private placement of
                                            similar size), or (iii) purchase the Hedge Shares from Dealer at the then-current market
                                            price on such Exchange Business Days, and in the amounts and at such time(s), requested by
                                            Dealer. For the avoidance of doubt, under no circumstances shall Counterparty be obligated
                                            to make the election described in clause (iii) of the preceding sentence.



 


		(m)	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.



 


		(n)	Right to Extend. Dealer
                                            may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement
                                            Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect
                                            to some or all of the Options hereunder, if Dealer reasonably determines (in its commercially
                                            reasonable discretion with respect to clause (i) below and upon the advice of counsel with
                                            respect to clause (ii) below) that such action is reasonably necessary or appropriate to
                                            (i) preserve Dealer’s commercially reasonable hedging or commercially reasonable hedge
                                            unwind activity hereunder in light of existing liquidity conditions (but only in the case
                                            of a material decrease in liquidity relative to Dealer’s expectations as of the Trade
                                            Date), or (ii) enable Dealer to effect transactions in Shares in connection with its commercially
                                            reasonable hedging, commercially reasonable hedge unwind or settlement activity hereunder
                                            in a manner that would, if Dealer were Counterparty or an affiliated purchaser of Counterparty,
                                            be in compliance with applicable legal, regulatory or self-regulatory requirements, or with
                                            related policies and procedures applicable to Dealer (so long as such policies and procedures
                                            would generally be applicable to counterparties similar to Counterparty and transactions
                                            similar to the Transaction); provided that no such Valid Day or other date of valuation,
                                            payment or delivery may be postponed or added more than 50 Valid Days after the original
                                            Valid Day or other date of valuation, payment or delivery, as the case may be.



 






    24


     


    

 


		(o)	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. For the avoidance of doubt, notwithstanding any provision of this Confirmation,
                                            the Agreement, the Equity Definitions, or any other agreement between the parties to the
                                            contrary, the obligations of Counterparty under the Transaction are not secured by any collateral.



 


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



 


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



 


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



 


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



 


		(r)	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.



 









    25


     


    

 


		(s)	Early Unwind. In the event
                                            the sale of the [“Initial Securities”] [“Option Securities”] (as
                                            defined in the Purchase Agreement dated as of June 15, 2021 (the “Purchase Agreement”),
                                            among Counterparty, BofA Securities, Inc., Wells Fargo Securities, LLC, Goldman Sachs &
                                            Co. LLC and Truist Securities, Inc., as representatives of the several Initial Purchasers
                                            party thereto (the “Initial Purchasers”) is not consummated with the Initial
                                            Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel
                                            as required pursuant to Section ‎9(a), in each case by 5:00 p.m. (New York City time)
                                            on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium
                                            Payment Date or such later date, the “Early Unwind Date”), the Transaction
                                            shall automatically terminate (the “Early Unwind”) on the Early Unwind
                                            Date and (i) the Transaction and all of the respective rights and obligations of Dealer and
                                            Counterparty under the Transaction shall be cancelled and terminated and (ii) each party
                                            shall be released and discharged by the other party from and agrees not to make any claim
                                            against the other party with respect to any obligations or liabilities of the other party
                                            arising out of and to be performed in connection with the Transaction either prior to or
                                            after the Early Unwind Date. Each of Dealer and Counterparty represents and acknowledges
                                            to the other that, upon an Early Unwind, all obligations with respect to the Transaction
                                            shall be deemed fully and finally discharged.



 


		(t)	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.



 


		(u)	Adjustments. For the avoidance
                                            of doubt, whenever the Calculation Agent or the Determining Party is called upon to make
                                            an adjustment or determine an amount pursuant to the terms of this Confirmation or the Equity
                                            Definitions to take into account the effect of an event, the Calculation Agent or the Determining
                                            Party, as the case may be, shall make such adjustment or determine such amount, as the case
                                            may be, by reference to the effect of such event on the Hedging Party, assuming that the
                                            Hedging Party maintains a commercially reasonable hedge position.



 


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



 


		(w)	Counterparts. This Confirmation
                                            may be executed in several counterparts, each of which shall be deemed an original but all
                                            of which together shall constitute one and the same instrument.



 


		(x)	Payee Tax Representations.
                                            For the purpose of Section 3(f) of the Agreement, the parties make the respective representations
                                            below:



 


		(i)	Counterparty represents that it is a corporation
                                            created or organized in the United States or under the laws of the United States and its
                                            U.S. taxpayer identification number is 62-0812904. It is “exempt” within the
                                            meaning of Treasury Regulation sections 1.6041-3(p) and 1.6049- 4(c) from information reporting
                                            on IRS Form 1099 and backup withholding.



 


		(ii)	[___]



 


		(y)	Tax Forms. For the purpose
                                            of Section 4(a)(i) of the Agreement, Dealer shall provide to Counterparty a valid U.S. Internal
                                            Revenue Service Form [W-9][W-9/W-8], or any successor thereto, (i) on or before the date
                                            of execution of this Confirmation, (ii) promptly upon reasonable demand by Counterparty and
                                            (iii) promptly upon learning that any such tax form previously provided by Dealer has become
                                            obsolete or incorrect. For the purpose of Section 4(a)(i) of the Agreement, Counterparty
                                            shall provide to Dealer a valid U.S. Internal Revenue Service Form W-9, or any successor
                                            thereto, (i) on or before the date of execution of this Confirmation, (ii) promptly upon
                                            reasonable demand by Dealer and (iii) promptly upon learning that any such tax form previously
                                            provided by Counterparty has become obsolete or incorrect.



 









    26


     


    

 


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



 


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



 


		(z)	Financial Assistance.
                                            Counterparty acknowledges that the Transaction may constitute a purchase of its equity securities
                                            or a capital distribution. Counterparty further acknowledges that, pursuant to the provisions
                                            of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”),
                                            the Counterparty will be required to agree to certain time-bound restrictions on its ability
                                            to purchase its equity securities or make capital distributions if it receives loans, loan
                                            guarantees or direct loans (as that term is defined in the CARES Act) under section 4003(b)
                                            of the CARES Act. Counterparty further acknowledges that it may be required to agree to certain
                                            time-bound restrictions on its ability to purchase its equity securities or make capital
                                            distributions if it receives loans, loan guarantees or direct loans (as that term is defined
                                            in the CARES Act) under programs or facilities established by the Board of Governors of the
                                            Federal Reserve System or the U.S. Department of Treasury for the purpose of providing liquidity
                                            to the financial system, and may be required to agree to similar restrictions under programs
                                            or facilities established in the future. Accordingly, Counterparty represents and warrants
                                            that neither it nor any of its subsidiaries has applied for, 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 (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 applicable law (or any regulation, guidance, interpretation or other pronouncement
                                            thereunder), 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 Counterparty or any of
                                            its subsidiaries agree, attest, certify or warrant that it has not, as of the date specified
                                            in such condition, repurchased, or will not repurchase, any equity security of Counterparty,
                                            and that it has not, as of the date specified in such condition, made a capital distribution
                                            or will not make a capital distribution (collectively, “Restricted Financial Assistance”);
                                            provided that Counterparty may apply for Restricted Financial Assistance if Counterparty
                                            either (a) determines, based on the advice of outside counsel of national standing, that
                                            the terms of the Transaction would not cause Counterparty to fail to satisfy any condition
                                            for application for or receipt or retention of such loan, loan guarantee, direct loan (as
                                            that term is defined in the CARES Act), investment, financial assistance or relief based
                                            on the terms of the program or facility as of the date of such advice or (b) delivers to
                                            Dealer evidence of a waiver or other guidance from a governmental authority with jurisdiction
                                            for such program or facility that the Transaction is permitted under such program or facility
                                            (either by specific reference to the Transaction or by general reference to transactions
                                            with attributes of the Transaction in all relevant respects). Counterparty further represents
                                            and warrants that the Premium is not being paid, in whole or in part, directly or indirectly,
                                            with funds received under or pursuant to any program or facility, including the U.S. Small
                                            Business Administration’s “Paycheck Protection Program”, that (a)
                                            is established under applicable law (whether in existence as of the Trade Date or subsequently
                                            enacted, adopted or amended), including without limitation the CARES Act and the Federal
                                            Reserve Act, as amended, and (b) requires under such applicable law (or any regulation, guidance,
                                            interpretation or other pronouncement of a governmental authority with jurisdiction for such
                                            program or facility) that such funds be used for specified or enumerated purposes that do
                                            not include the purchase of the Transaction (either by specific reference to the Transaction
                                            or by general reference to transactions with the attributes of the Transaction in all relevant
                                            respects).



 









    27


     


    

 


		(aa)	[Insert Dealer Boilerplate &
                                            QFC]



 


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


 


Very truly yours,


 


	 	[DEALER]
	 	By:	                
	 	Authorized Signatory
	 	Name:


 





Accepted and confirmed

as of the Trade Date:


 


	CRACKER BARREL OLD COUNTRY STORE, INC.	 
	 	 
	By:	                           	 
	Authorized Signatory	 
	Name: