Exhibit
10.1


 


[Dealer
Name and Address]


 


March 2,
2022


 


To:         Innoviva, Inc. 


1350
Old Bayshore Highway 


Suite 400 


Burlingame,
CA 94010


 


Re:         Base
Capped 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 Name] (“Dealer”) and Innoviva, 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 Preliminary Offering Memorandum dated March 2, 2022 (the “Offering
Memorandum”) relating to the 2.125% Convertible Senior Notes due 2028 (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 225,000,000 (as increased by up to an aggregate principal amount of USD 45,000,000
if and to the extent that the Initial Purchasers (as defined herein) exercise their option to purchase additional Convertible Notes pursuant
to the Purchase Agreement (as defined herein)) pursuant to an Indenture to be dated March 7, 2022 between Counterparty and The Bank
of New York Mellon Trust Company, N.A., as trustee (the “Indenture”). In the event of any inconsistency between the
terms defined in the Offering Memorandum, the Indenture and this Confirmation, this Confirmation shall govern. The parties acknowledge
that this Confirmation is entered into on the date hereof with the understanding that (i) definitions set forth in the Indenture
which are also defined herein by reference to the Indenture and (ii) sections of the Indenture that are referred to herein will
conform to the descriptions thereof in the Offering Memorandum. If any such definitions in the Indenture or any such sections of the
Indenture differ from the descriptions thereof in the Offering Memorandum, the descriptions thereof in the Offering Memorandum will govern
for purposes of this Confirmation. The parties further acknowledge that the Indenture section numbers used herein are based on the draft
of the Indenture last reviewed by Dealer as of the date of this Confirmation, and if any such section numbers are changed in the Indenture
as executed, the parties will amend this Confirmation in good faith to preserve the intent of the parties. Subject to the foregoing,
references to the Indenture herein are references to the Indenture as in effect on the date of its execution, and if the Indenture is
amended or supplemented following such date (other than any amendment or supplement (x) pursuant to Section 8.01(I) of
the Indenture that, as determined by the Calculation Agent, conforms the Indenture to the description of Convertible Notes in the Offering
Memorandum or (y) pursuant to Section 5.09 of the Indenture, subject, in the case of this clause (y), to the second paragraph
under “Method of Adjustment” in Section 3), any such amendment or supplement will be disregarded for purposes of this
Confirmation (other than as provided in Section 9(i) 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 2002 ISDA
Master Agreement (the “Agreement”) as if Dealer and Counterparty had executed an agreement in such form on the Trade
Date (but without any Schedule except for (i) the election of the laws of the State of New York as the governing law (without reference
to choice of law doctrine) and the election of USD as the Termination Currency, (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][Dealer’s ultimate parent] 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 thereof: “Notwithstanding the foregoing, a default under subsection (2) hereof shall not
constitute an Event of Default if (x) the default was caused solely by error or omission of an administrative or operational nature;
(y) funds were available to enable the party to make the payment when due; and (z) the payment is made within two Local Business
Days of such party’s receipt of written notice of its failure to pay.” and (iii) the term “Specified Indebtedness”
shall have the meaning specified in Section 14 of the Agreement, except that such term shall not include obligations in respect
of deposits received in the ordinary course of a party’s banking business).


 






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In
the event of any inconsistency between provisions of the Agreement and this Confirmation, this Confirmation will prevail for the purpose
of the Transaction to which this Confirmation relates. The parties hereby agree that no transaction other than the Transaction to which
this Confirmation relates shall be governed by the Agreement. If there exists any ISDA Master Agreement between Dealer and Counterparty
or any confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist
between Dealer and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement
or any other agreement to which Dealer and Counterparty are parties, and that the Transaction shall be deemed not to be a Transaction
under, or otherwise be governed by, any other existing or deemed ISDA Master Agreement between the parties hereto.


 


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


 


General
Terms.


 


	 	Trade
    Date:	March
    2, 2022
	 	Effective
    Date:	The
    second Exchange Business Day immediately prior to the Premium Payment Date, subject to Section 9(v).
	 	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 “INVA”).
	 	Number
    of Options:	225,000.  For
    the avoidance of doubt, the Number of Options shall be reduced by any Options exercised by Counterparty.  In no event will
    the Number of Options be less than zero.
	 	Applicable
    Percentage:	[__]%
	 	Option
    Entitlement:	A
    number equal to the product of the Applicable Percentage and 38.1432.
	 	Strike
    Price:	USD
    26.2170
	 	Cap
    Price:	USD
    33.9850
	 	Premium:
    	USD
    [______] 
	 	Premium
    Payment Date: 	March
    7, 2022
	 	Exchange:
    	The
    Nasdaq Global Select Market
	 	Related
    Exchange(s): 	All
    Exchanges
	 	Excluded
    Provisions:	Section
    5.06 and Section 5.07 of the Indenture.



 






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Procedures
for Exercise.


 


	 	Conversion
    Date:	With
    respect to any conversion of a Convertible Note (other than any conversion of Convertible Notes with a Conversion Date occurring
    prior to the Free Convertibility Date (any such conversion, an “Early Conversion”), to which the provisions of
    Section 9(h)(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 5.02(A) 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.
	 	 	 
	 	Free
    Convertibility Date:	September 15,
    2027
	 	 	 
	 	Expiration
    Time:	The
    Valuation Time
	 	 	 
	 	Expiration
    Date:	March 15,
    2028 subject to earlier exercise.
	 	 	 
	 	Multiple
    Exercise:	Applicable,
    as described under “Automatic Exercise” below.
	 	 	 
	 	Automatic
    Exercise:	Notwithstanding
    Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date, in respect
    of which a Notice of Conversion that is effective as to Counterparty has been delivered by the relevant converting Holder, a number
    of Options equal to (i) the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred
    shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty
    has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below.
	 	 	 
	 	 	Notwithstanding
    the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options.



 






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	 	Notice
    of Exercise:	Notwithstanding
    anything to the contrary in the Equity Definitions or under “Automatic Exercise” above, in order to exercise any Options
    relating to Convertible Notes with a Conversion Date occurring on or after the Free Convertibility Date, Counterparty must notify
    Dealer in writing before 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date
    specifying the number of such Options; provided that if the Relevant Settlement Method for such Options is (x) Cash Settlement
    or (y) Combination Settlement, Dealer shall have received a separate notice (the “Notice of Final Settlement Method”)
    before 5:00 p.m. (New York City time) on the Free Convertibility Date specifying (1) the Relevant Settlement Method for
    such Options, and (2) if the Settlement Method is Combination Settlement, a 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 for any Options.
	 	 	 
	 	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 principal United States national or regional securities
    exchange on which the Shares are then listed, or, if the Shares are not then listed on a United States national or regional securities
    exchange, the principal other market on which the Shares are then traded, to open for trading during its regular trading session
    or (ii) the occurrence or existence, for more than one half-hour period in the aggregate, of any suspension or limitation imposed
    on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Shares or in
    any options contracts or futures contracts relating to the Shares, and such suspension or limitation occurs or exists at any time
    before 1:00 p.m. (New York City time) on any Scheduled Valid Day for the Shares .”
	 	 	 
	         Settlement
    Terms.	 
	 	 	 
	 	Settlement
    Method:	For
    any Option, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for such Option is not Net
    Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if Counterparty shall
    have notified Dealer of the Relevant Settlement Method in the Notice of Final Settlement Method for such Option.



 






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	 	Relevant
    Settlement Method:	In
    respect of any Option:
	 	 	 
	 	 	(i)            if
    Counterparty has elected (or is deemed to have elected) to settle its conversion obligations in respect of the related Convertible
    Note (A) entirely in Shares together with cash in lieu of fractional Shares pursuant to Section 5.03(B)(i)(1) of the
    Indenture (such settlement method, “Settlement in Shares”) or (B) in a combination of cash and Shares pursuant
    to Section 5.03(B)(i)(3) of the Indenture with a Specified Cash Amount less than or 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)(3) 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)(2) of the Indenture (such settlement method, “Settlement in Cash”), then the Relevant
    Settlement Method for such Option shall be Cash Settlement.
	 	 	 
	 	Net
    Share Settlement:	If
    Net Share Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on
    the relevant Settlement Date for each such Option, a number of Shares (the “Net Share Settlement Amount”) equal
    to the sum, for each Valid Day during the Settlement Averaging Period for each such Option, of (i) (a) the Daily Option
    Value for such Valid Day, divided by (b) the Relevant Price on such Valid Day, divided by (ii) the number
    of Valid Days in the Settlement Averaging Period; provided that in no event shall the Net Share Settlement Amount for any
    Option exceed a number of Shares equal to the Applicable Limit for such Option divided by the Applicable Limit Price on the
    Settlement Date for such Option.
	 	 	 
	 	 	Dealer
    will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Share Settlement Amount valued
    at the Relevant Price for the last Valid Day of the Settlement Averaging Period.
	 	 	 
	 	Combination
    Settlement:	If
    Combination Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will pay or deliver, as the case
    may be, to Counterparty, on the relevant Settlement Date for each such Option:



  


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



 






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	 		(ii)	Shares
                                            (the “Combination Settlement Share Amount”) equal to the sum, for each
                                            Valid Day during the Settlement Averaging Period for such Option, of a number of Shares for
                                            such Valid Day (the “Daily Combination Settlement Share Amount”) equal
                                            to (A) (1) the Daily Option Value for 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.
	 	 	 
	 	Cash
    Settlement:	If
    Cash Settlement is applicable to any Option exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions,
    Dealer will pay to Counterparty, on the relevant Settlement Date for each such Option, an amount of cash (the “Cash Settlement
    Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of (i) the Daily
    Option Value for such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period.
	 	 	 
	 	Daily
    Option Value:	For
    any Valid Day, an amount equal to (i) the Option Entitlement on such Valid Day, multiplied by (ii) (A) the
    lesser of the Relevant Price on such Valid Day and the Cap Price, less (B) the Strike Price on such Valid Day; provided
    that if the calculation contained in clause (ii) above results in a negative number, the Daily Option Value for such Valid
    Day shall be deemed to be zero. In no event will the Daily Option Value be less than zero.
	 	 	 
	 	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.



 






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	 	Applicable
    Limit Price:	On
    any day, the opening price as displayed under the heading “O” on Bloomberg page INVA <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 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.
	 	 	 
	 	Relevant
    Price:	On
    any Valid Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg
    page INVA <equity> AQR (or its equivalent successor if such page is not available) in respect of the period from
    the scheduled opening time of the Exchange to the Scheduled Closing Time of the Exchange on such Valid Day (or if such volume-weighted
    average price is unavailable at such time, the market value of one Share on such Valid Day, as determined by the Calculation Agent
    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 and regardless of the Settlement Method applicable to such Option, the 75 consecutive Valid Days commencing on, and including,
    the 76th 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.



 






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		Representation
                                            and Agreement:	Notwithstanding
                   anything to the contrary in the Equity Definitions (including, but not limited to, Section 9.11 thereof), the
                   parties acknowledge that (i) any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions
                   and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities laws,
                   (ii) Dealer may deliver any Shares required to be delivered hereunder in certificated form in lieu of delivery
                   through the Clearance System and (iii) any Shares delivered to Counterparty may be “restricted securities”
                   (as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)).



  


3.            Additional
Terms applicable to the Transaction.


 


Adjustments
applicable to the Transaction:


 


	 	Potential
    Adjustment Events:	Notwithstanding
    Section 11.2(e) of the Equity Definitions, 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”] or
    [“Daily VWAP”] (each as defined in the Indenture) or other calculation the adjustment of which is contemplated by Section 5.05(G) of
    the Indenture. For the avoidance of doubt, Dealer shall not have any delivery or payment obligation hereunder, and no adjustment
    shall be made to the terms of the Transaction, on account of (x) any distribution of cash, property or securities by Counterparty
    to holders of the Convertible Notes (upon conversion or otherwise) or (y) any other transaction in which holders of the Convertible
    Notes are entitled to participate, in each case, in lieu of an adjustment under the Indenture of the type referred to in the immediately
    preceding sentence (including, without limitation, pursuant to the proviso in the first sentence of Section 5.05(A)(iii) of
    the Indenture or the proviso in the first sentence of Section 5.05(A)(iv) of the Indenture).
	 	 	 
	 	Method
    of Adjustment:	Calculation
    Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any Potential Adjustment
    Event, the Calculation Agent, acting in good faith and commercially reasonably, taking into account 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:



 






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	 		(i)	if
                                            the Calculation Agent in good faith disagrees with any adjustment to the Convertible Notes
                                            that involves an exercise of discretion by Counterparty or its board of directors (including,
                                            without limitation, pursuant to Section 5.05(G) 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, taking into account the relevant provisions of the Indenture;
                                            provided that, notwithstanding the foregoing, if any Potential Adjustment Event occurs
                                            during the Settlement Averaging Period but no adjustment was made to any Convertible Note
                                            under the Indenture because the relevant Holder (as such term is defined in the Indenture)
                                            was deemed to be a record owner of the underlying Shares on the related Conversion Date,
                                            then the Calculation Agent shall make a commercially reasonable adjustment, consistent with
                                            the methodology set forth in the Indenture, to the terms hereof in order to account for such
                                            Potential Adjustment Event;



  


	 		(ii)	in
                                            connection with any Potential Adjustment Event as a result of an event or condition set forth
                                            in Section 5.05(A)(ii) of the Indenture or Section 5.05(A)(iii) of the
                                            Indenture where, in either case, the period for determining “Y” (as such term
                                            is used in Section 5.05(A)(ii) of the Indenture) or “SP” (as such term
                                            is used in Section 5.05(A)(iii) of the Indenture), as the case may be, begins before
                                            Counterparty has publicly announced the event or condition giving rise to such Potential
                                            Adjustment Event, then the Calculation Agent shall have the right to adjust, in good faith
                                            and in a commercially reasonable manner, any variable relevant to the exercise, settlement
                                            or payment for the Transaction as appropriate to reflect reasonable costs (including, but
                                            not limited to, hedging mismatches and market losses) and expenses that would be incurred
                                            by Dealer assuming Dealer is maintaining a commercially reasonable hedge position (subject
                                            to requirements set forth under Hedging Adjustments below) as a result of such event or condition
                                            not having been publicly announced prior to the beginning of such period; and



 


	 		(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, any variable relevant to the exercise, settlement or
                                            payment for the Transaction as appropriate to reflect the reasonable costs (including, but
                                            not limited to, hedging mismatches and market losses customary for transactions of this type)
                                            and commercially reasonable expenses that would be incurred by Dealer assuming Dealer is
                                            maintaining a commercially reasonable hedge position (subject to the requirements set forth
                                            under Hedging Adjustments below) as a result of such Potential Adjustment Event Change.



 






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



  


Extraordinary
Events applicable to the Transaction:


 


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



 






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	 	Consequences
    of Merger Events/Tender Offers:	Notwithstanding
    Section 12.2 and Section 12.3 of the Equity Definitions, upon the occurrence of a Merger Event or a Tender Offer, the Calculation
    Agent shall make a corresponding adjustment in respect of any adjustment under the Indenture to any one or more of the nature of
    the Shares (in the case of a Merger Event), Strike Price, Number of Options, Option Entitlement and any other variable relevant to
    the exercise, settlement or payment for the Transaction to the extent that an analogous adjustment is required to be made pursuant
    to the Indenture in respect of such Merger Event or Tender Offer, subject to the second paragraph under “Method of Adjustment”;
    provided, however, that such adjustment shall be made without regard to any adjustment to the Conversion Rate pursuant
    to any Excluded Provision; provided further that if (x) with respect to any Merger Event or any Tender Offer, (A) the
    consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is
    either (1) neither a corporation nor an entity that is treated as a corporation for U.S. federal income tax purposes or (2) not
    organized under the laws of the United States, any State thereof or the District of Columbia or (B) the Counterparty to the
    Transaction following such Merger Event or Tender Offer will not be either a corporation or an entity that is treated as a corporation
    for U.S. federal income tax purposes or will not be organized under the laws of the United States, any State thereof or the District
    of Columbia then, in the case of either clause (x) or clause (y), Cancellation and Payment (Calculation Agent Determination)
    may apply at Dealer’s commercially reasonable election; provided further that, for the avoidance of doubt, adjustments
    shall be made pursuant to the provisions set forth above regardless of whether any Merger Event or Tender Offer gives rise to an
    Early Conversion



 


	 	Consequences
    of Announcement Events:	Modified
    Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect
    of an Announcement Event, (w) references to “Tender Offer” shall be replaced by references to “Announcement
    Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement
    Event”, (x) the word “shall” in the second line shall be replaced with “may”, (y) the phrase
    “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall
    be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)”,
    and (z) for the avoidance of doubt, the Calculation Agent may determine whether the relevant Announcement Event has had an economic
    effect on the Transaction (the terms of which include, among other terms, the Strike Price and Cap Price) (and, if so, shall adjust
    the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration
    Date, any Early Termination Date and/or any other date of cancellation, it being understood that any adjustment in respect of an
    Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event. An Announcement Event
    shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions
    is applicable.



 






    11


     


    

 


	 	Announcement
    Event:	(i) The
    public announcement by Issuer, any subsidiary of Issuer, any affiliate of Issuer, any agent of Issuer or any Valid Third Party Entity
    of (x) any transaction or event that is reasonably likely to be completed (as determined by the Calculation Agent taking into
    account the effect of such announcement on the market for the Shares and/or options on the Shares) and, if completed, would constitute
    a Merger Event or Tender Offer, (y) any potential acquisition or disposition by Issuer and/or its subsidiaries where the aggregate
    consideration exceeds 35% of the market capitalization of Issuer as of the date of such announcement (a “Transformative
    Transaction”) or (z) the intention to enter into a Merger Event or Tender Offer or a Transformative Transaction, (ii) the
    public announcement by Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertakings
    that may include, a Merger Event or Tender Offer or a Transformative Transaction or (iii) any subsequent public announcement
    by any entity specified in clause (i) or (ii) of this sentence, as the case may be, of a change to a transaction or intention
    that is the subject of an announcement of the type described in clause (i) or (ii) of this sentence (including, without
    limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement
    of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the Calculation
    Agent. For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not
    preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition
    of “Announcement Event,” (A) “Merger Event” shall mean such term as defined under Section 12.1(b) of
    the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of
    the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (B) “Tender
    Offer” shall mean such term as defined under Section 12.1(d) of the Equity Definitions; provided that Section 12.1(d) of
    the Equity Definitions is hereby amended by replacing “10%” with “15%” in the third line thereof.
	 	 	 
	 	Valid
    Third Party Entity:	In
    respect of any transaction, any third party that has a bona fide intent to enter into or consummate such transaction (it being understood
    and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent may take into consideration
    of the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares).
	 	 	 
	 	Nationalization, Insolvency
    or Delisting:	Cancellation
    and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of
    the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not
    immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq
    Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New
    York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or their respective successors), such exchange
    or quotation system shall thereafter be deemed to be the Exchange.



 






    12


     


    

 


	Additional
    Disruption Events:	 
	 	 	 
	 	Change
    in Law:	Applicable;
    provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the
    interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”,
    (ii) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position”,
    (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including,
    for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new
    regulations authorized or mandated by existing statute)”, and (iv) adding the words “provided that in the
    case of clause (Y) hereof and any law, regulation or interpretation is applied consistently by Dealer to all of its similarly
    situated counterparties and/or similar transactions;” after the semi-colon in the last line thereof.
	 	 	 
	 	Failure
    to Deliver:	Applicable
	 	 	 
	 	Hedging
    Disruption:	Applicable;
    provided that:



  


	 		(i)	Section 12.9(a)(v) of
                                            the Equity Definitions is hereby amended by (a) inserting the following words at the
                                            end of clause (A) thereof: “in the manner contemplated by the Hedging Party on
                                            the Trade Date” and (b) inserting the following two phrases at the end of such
                                            Section:



 


	 		 	“For
                                            the avoidance of doubt, the term “equity price risk” shall be deemed to include,
                                            but shall not be limited to, stock price and volatility risk. And, for the further avoidance
                                            of doubt, any such transactions or assets referred to in phrases (A) or (B) above
                                            must be available on commercially reasonable pricing terms.”; and



  


	 		(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:	Applicable
	 	 	 
	 	Hedging
    Party:	For
    all applicable Additional Disruption Events, Dealer.
	 	 	 
	 	Determining
    Party:	For
    all applicable Extraordinary Events, Dealer; provided that when making any determination or calculation as “Determining
    Party,” Dealer shall be bound by the same obligations relating to required acts of the Calculation Agent as set forth in Section 1.40
    of the Equity Definitions and this Confirmation as if the Determining Party were the Calculation Agent.



 






    13


     


    

 


		 	Following
                                            any determination or calculation by Determining Party hereunder, upon a written request by
                                            Counterparty (which may be by email), Determining Party will promptly (but in any event within
                                            five Scheduled Trading Days) provide to Counterparty by email to the email address provided
                                            by Counterparty in such written request a report (in a commonly used file format for the
                                            storage and manipulation of financial data) displaying in reasonable detail the basis for
                                            such determination or calculation (including any assumptions used in making such determination
                                            or calculation), it being understood that in no event will Determining Party be obligated
                                            to share with Counterparty any proprietary or confidential data or information or any proprietary
                                            or confidential models used by it in making such determination or calculation or any information
                                            that is subject to an obligation not to disclose such information.
	 	 	 
	 	 	All
                                            calculations and determinations made by Determining Party shall be made in good faith and
                                            in a commercially reasonable manner.



 


		Non-Reliance:	Applicable



 


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



 






    14


     


    

 


	4.	Calculation
                                            Agent.	Dealer,
                                            whose judgments, determinations and calculations shall be made in good faith and in a commercially
                                            reasonable manner; provided that, following the occurrence and during the continuance
                                            of an Event of Default of the type described in Section 5(a)(vii) of the Agreement
                                            with respect to which Dealer is the sole Defaulting Party, if the Calculation Agent fails
                                            to timely make any calculation, adjustment or determination required to be made by the Calculation
                                            Agent hereunder 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,
                                            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 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 or calculation), it being understood
                                            that the Calculation Agent shall not be obligated to disclose any proprietary models used
                                            by it for such determination 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 provided by Counterparty.


 


Account
for delivery of Shares to Counterparty:


 


To
be provided by Counterparty.


 


		(b)	Account
                                            for payments to Dealer:



 


[_____]


 


Account
for delivery of Shares from Dealer:


 


[_____]


 


6.            Offices.


 


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



 


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



 


7.            Notices.


 


		(a)	Address
                                            for notices or communications to Counterparty:



 


[________]


 


with
a copy to:


 


[________]


 


		(b)	Address
                                            for notices or communications to Dealer:



 


[_______]


 






    15


     


    

 


8.            Representations
and Warranties of Counterparty.


 


Each
of the representations and warranties of Counterparty set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”)
dated as of March 2, 2022, between Counterparty and Goldman Sachs & Co. LLC and Moelis & Company LLC (the “Initial
Purchasers”), are true and correct and are hereby deemed to be repeated to Dealer as if set forth herein. Counterparty hereby
further represents and warrants to Dealer on the date hereof and on and as of the Premium Payment Date that:


 


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



 


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



 


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



 


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



 


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



 


		(g)	To
                                            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.



 


		(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.



 






    16


     


    

 



 


		(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)	On and immediately after each
of the Trade Date and the Premium Payment Date, (A) the value of the total assets of Counterparty is not less than the total liabilities
(including probable contingent liabilities) of Counterparty as they mature and become absolute, (B) the capital of Counterparty is
adequate to conduct the business of Counterparty and to enter into the Transaction, (C) Counterparty has the ability to pay its debts
and obligations as such debts mature, (D) 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 (E) Counterparty
would be able to purchase the Number of Shares with respect to the Transaction in compliance with the laws of the jurisdiction of Counterparty’s
incorporation (including the adequate surplus and capital requirements of Sections 154 and 160 of the General Corporation Law of the State
of Delaware).



 


		(k)	[Counterparty acknowledges that the Transaction may constitute a purchase of its equity securities.
                                                               Counterparty further acknowledges that, pursuant to the provisions of the Coronavirus Aid, Relief and Economic Security Act (the
                                                               “CARES Act”), the Counterparty would be required to agree to certain time-bound restrictions on its ability to
                                                               purchase its equity securities if it receives loans, loan guarantees or direct loans (as that term is defined in the CARES Act)
                                                               under section 4003(b) of the CARES Act. Counterparty further acknowledges that it may be required to agree to certain
                                                               time-bound restrictions on its ability to purchase its equity securities if it receives loans, loan guarantees or direct loans (as
                                                               that term is defined in the CARES Act) under programs or facilities established by the Board of Governors of the Federal Reserve
                                                               System for the purpose of providing liquidity to the financial system (together with loans, loan guarantees or direct loans under
                                                               section 4003(b) of the CARES Act, “Governmental Financial Assistance”). Accordingly, Counterparty represents
                                                               that it has not applied for, and has no present intention to apply for, Governmental Financial Assistance under any governmental
                                                               program or facility that (a) is established under the CARES Act or the Federal Reserve Act, as amended, and (b) requires,
                                                               as a condition of such Governmental Financial Assistance, that the Counterparty agree, attest, certify or warrant that it has not,
                                                               as of the date specified in such condition, repurchased, or will not repurchase, any equity security of Counterparty.]1



 


	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 (c) 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 Notices. Counterparty shall, on or prior to the date one Scheduled Trading
                                                               Day immediately following any date on which Counterparty has effected any repurchase of Shares, promptly give Dealer a written
                                                               notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the number of
                                                               outstanding Shares as determined on such day is (i) less than [__]2 million (in the case of the first such notice)
                                                               or (ii) thereafter more than [__]3 million less than the number of Shares included in the immediately preceding
                                                               Repurchase Notice; provided that, with respect to any repurchase of Shares pursuant to a plan under Rule 10b5-1 under
                                                               the Exchange Act, Counterparty may elect to satisfy such requirement by promptly giving Dealer written notice of the entry into such
                                                               plan, the maximum number of Shares that may be repurchased thereunder and the approximate dates or periods during which such
                                                               repurchases may occur (with such maximum deemed repurchased on the date of such notice for purposes of this Section 9(b)).
                                                               Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees,
                                                               affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all
                                                               commercially reasonable 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 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 of one
                                                               outside counsel in each relevant jurisdiction), joint or several, which an Indemnified Person may become subject to, in each case,
                                                               as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in
                                                               this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any commercially
                                                               reasonable and documented legal or other expenses incurred (and supported by invoices or other documentation setting forth in
                                                               reasonable detail such expenses) in connection with investigating, preparing for, providing testimony or other evidence in
                                                               connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory
                                                               investigation), claim or demand shall be brought or asserted against the Indemnified Person as a result of Counterparty’s
                                                               failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify
                                                               Counterparty in writing, and Counterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to
                                                               the Indemnified Person to represent the Indemnified Person and any others Counterparty may designate in such proceeding and shall
                                                               pay the commercially reasonable and documented fees and expenses of such counsel related to such proceeding. Counterparty shall not
                                                               be liable to the extent that the Indemnified Person fails to notify Counterparty within a commercially reasonable period of time
                                                               after any action is commenced against it in respect of which indemnity may be sought hereunder, but only to the extent that
                                                               Counterparty is materially prejudiced by such failure to provide such notice. In addition, Counterparty shall not be liable for any
                                                               settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such
                                                               consent or if there be a final judgment for the plaintiff, Counterparty agrees to indemnify any Indemnified Person from and against
                                                               any commercially reasonable loss or liability by reason of such settlement or judgment. Counterparty shall not, without the prior
                                                               written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this
                                                               paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought
                                                               hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all
                                                               liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person.
                                                               Counterparty shall not be liable for any losses, claims, damages or liabilities (or expenses thereto) of any Indemnified Person that
                                                               result from the bad faith, gross negligence, willful misconduct or fraud of such Indemnified Person. If the indemnification provided
                                                               for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or
                                                               liabilities referred to therein, then Counterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall
                                                               contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The
                                                               remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies which may otherwise be
                                                               available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall
                                                               remain operative and in full force and effect regardless of the termination of the Transaction.



 





 






1  To
be modified for Dealers as appropriate.


2
Insert the number of Shares outstanding that would cause the current position in the Shares underlying the Transaction of
the Dealer with the highest Applicable Percentage (including the number of Shares underlying any additional transaction if the greenshoe
is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by 0.5%.


3
Insert the number of Shares that, if repurchased, would cause the current position in the Shares underlying the Transaction
of the Dealer with the highest Applicable Percentage (including the number of Shares underlying any additional transaction if the greenshoe
is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by a further 0.5% from
the threshold for the first Repurchase Notice.



 






    17 


     


    

 





		(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.



 






    18 


     


    

 


		(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(a) or any obligations under Section ‎9(n) or ‎9(s) of this Confirmation;



 


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



 


		(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)	Under the applicable law effective on or of the date of such transfer and assignment, (1) 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
and (2) Dealer will not, as a result of such transfer and assignment, receive from the transferee on any payment date an amount under
Section 2(d)(i)(4) of the Agreement that is less than the amount that Dealer would have received from 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.



 


		(ii)	Dealer may transfer or assign (a “Transfer”) all or any part of its rights or obligations
under the Transaction (A) without Counterparty’s consent, to any affiliate of Dealer (1) that has a long-term issuer rating
that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations
hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions,
by Dealer or Dealer’s ultimate parent, or (B) with Counterparty’s consent (not to be unreasonably withheld), to any person,
or any person whose obligations would be guaranteed by a person, in either case, with a long-term issuer rating equal to or better than
the greater of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc.
or its successor (“S&P”), or A3 by Moody’s Investor Service, Inc. (“Moody’s”)
or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency
mutually agreed by Counterparty and Dealer; provided that, in the case of any Transfer (I) an Event of Default, Potential
Event of Default or Termination Event will not occur as a result of such Transfer; (II) at the time of such Transfer either (i) each
of Dealer and the transferee in any such Transfer is a “dealer in securities” within the meaning of Section 475(c)(1) of
the Revenue Code or (ii) the Transfer does not result in a deemed exchange by Counterparty within the meaning of Section 1001
of the Revenue Code; and (III) after any such Transfer (a) Counterparty will not, as a result of any withholding or deduction
made by the transferee or assignee as a result of any Tax, receive from the transferee or assignee on any payment date or delivery date
(after accounting for amounts paid by the transferee or assignee under Section 2(d)(i)(4) of the Agreement as well as such withholding
or deduction) an amount or a number of Shares, as applicable, lower than the amount or the number of Shares, as applicable, that Dealer
would have been required to pay or deliver to Counterparty in the absence of such Transfer (except to the extent such lower amount or
number results from a change in law after the date of such Transfer), and (b) Dealer shall cause the transferee or assignee to make
such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty
to make any necessary determinations pursuant to clause (III)(a) of this proviso; provided further that Dealer shall promptly provide
written notice to Counterparty following such Transfer. If at any time at which (A) the Section 16 Percentage exceeds 7.5%,
(B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies)
(any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after
using its commercially reasonable efforts to effect a transfer or assignment of Options to a third party on pricing terms reasonably acceptable
to Dealer and within a time period reasonably acceptable to Dealer such that 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(l) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty
was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage,
(A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation
with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group”
(within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within
the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent
calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher
number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Option Equity Percentage”
as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number
of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other call option transaction sold by
Dealer to Counterparty, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount”
as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer
or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents
or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“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 as in effect on the Trade Date) or other
requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on
a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the
number of Shares outstanding.



 






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



 


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



 


		(i)	in such notice, Dealer will specify to Counterparty the related Staggered Settlement Dates (the first
of which will be on or prior to such Nominal Settlement Date and the last of which will be no later than the twentieth (20th)
Exchange Business Day following 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)	Dividends. If at any time during the period from and including the Effective Date, to and
including the last Expiration Date, an ex-dividend date for a cash dividend occurs with respect to the Shares, then the Calculation Agent
will adjust the Cap Price to preserve the fair value of the Transaction to Dealer after taking into account such dividend or lack thereof.



 


		(h)	Additional Termination Events.



 


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



 


		(A)	Counterparty shall, within five Scheduled Trading Days of the Conversion Date 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 giving of
such Early Conversion Notice shall constitute an Additional Termination Event as provided in this clause (i);



 






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



 


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



 


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



 


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



 


		(ii)	Notwithstanding anything to
the contrary in this Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes
as set forth in Section 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)	Within seven Scheduled Trading Days following any Repayment Event (as defined below), Counterparty shall
notify Dealer of such Repayment Event and the aggregate principal amount of Convertible Notes subject to such Repayment Event (any such
notice, a “Repayment Notice. Such Repurchase Notice shall contain the representation and warranty that Counterparty is not,
on the date thereof, in possession of any material non-public information with respect to Counterparty or the Shares. The receipt by Dealer
from Counterparty of any Repayment Notice shall constitute an Additional Termination Event as provided in this Section 9(h)(iii).
Upon receipt of any such Repayment Notice, within a commercially reasonable period of time thereafter, Dealer shall designate an Exchange
Business Day following receipt of such Repayment Notice as an Early Termination Date (which Exchange Business Day shall be on or as promptly
as reasonably practicable after the settlement date of the relevant Repayment Event) 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, 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 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; provided that, in
the event of a Repayment Event pursuant to Section 4.02 of the Indenture or Section 4.03 of the Indenture, the amount payable
with respect to such termination shall not be greater than (x) the number of Repayment Options multiplied by (y) the
product of (A) the Applicable Percentage and (B) the excess of (I) the amount paid by the Counterparty per Convertible
Note pursuant to the relevant sections of the Indenture over (II) USD 1,000. “Repayment Event” means that (i) any
Convertible Notes are repurchased (whether in connection with or as a result of a fundamental change, howsoever defined, or for any other
reason) by Counterparty or any of its subsidiaries, (ii) any Convertible Notes are delivered to Counterparty 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(h)(ii)), or (iv) any Convertible
Notes are exchanged by or for the benefit of the [“Holders”] (as defined in the Indenture) thereof for any other securities
of Counterparty or any of its subsidiaries (or any other property, or any combination thereof) pursuant to any exchange offer or similar
transaction. For the avoidance of doubt, any conversion of Convertible Notes (whether into cash, Shares, “Reference Property”
(as defined in the Indenture) or any combination thereof) pursuant to the terms of the Indenture shall not constitute a Repayment Event.



 






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		(i)	Amendment Event.
Notwithstanding anything to the contrary in this Confirmation, if an Amendment Event has occurred, the Calculation Agent shall determine
whether such occurrence has had or will have a material economic effect on the Transaction and, if so, shall, adjust the Cap Price to
preserve the fair value of the Options to Dealer (taking into account, for the avoidance of doubt, such economic effect on both the Strike
Price and Cap Price); provided that in no event shall the Cap Price be less than the Strike Price.. If the Calculation Agent determines
that no adjustment that it can make pursuant to the immediately preceding sentence will produce a commercially reasonable result (including
after giving effect to the proviso thereof), it 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, 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, (y) pursuant to Section 5.09 of the Indenture
or (z) pursuant to Section 8.01(J) of the Indenture that, as determined by the Calculation Agent, cures any ambiguity,
omission, defect or inconsistency in the Indenture or in the Notes in a manner that does not adversely affect any Holder in any material
respect), in each case, without the consent of Dealer.



 






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		(j)	Amendments to Equity Definitions.



 


		(i)	Solely in respect of adjustments to the Cap Price pursuant to Section 9(x), Section 11.2(e)(vii) of
the Equity Definitions is hereby amended by deleting the words “that may have a diluting or concentrative effect on the theoretical
value of the relevant Shares” and replacing them with the words “that is the result of a corporate event involving the Issuer
or its securities that has a material economic effect on the Shares or options on the Shares; provided that such event is not based on
(a) an observable market, other than the market for the Issuer’s own stock or (b) an observable index, other than an index
calculated and measured solely by reference to Issuer’s own operations.”



 


		(ii)	Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) inserting “(1)”
immediately following the word “means” in the first line thereof and (2) inserting immediately prior to the semi-colon
at the end of subsection (B) thereof the following words: “or (2) the occurrence of any of the events specified in Section 5(a)(vii)(1) through
(9) of the ISDA Master Agreement with respect to that Issuer”.



 


		(iii)	Section 12.9(b)(i) of
the Equity Definitions is hereby amended by replacing “either party may elect” with “Dealer may elect or, if Counterparty
represents to Dealer in writing at the time of such election that (i) it is not aware of any material nonpublic information with
respect to Counterparty or the Shares and (ii) it is not making such election as part of a plan or scheme to evade compliance
with the U.S. federal securities laws, Counterparty may elect.”



 


		(iv)	Section 12.9(b)(vi) of the Equity Definitions is hereby amended by adding the phrase “, provided that
in connection with any election by the Non-Hedging Party to terminate the Transaction, it acknowledges to Dealer, as of the date of such
election, its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange
Act and the rules and regulations thereunder” at the end of subsection (C).



 


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



 


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



 






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




 


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




 


	 	Share Termination Unit Price:	The value 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.




 






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



 


		(n)	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 similar size; 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,
Counterparty will use its best efforts to 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 adjustments to the terms of the Transaction that are necessary, in its 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.



 


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



 


		(p)	Right to Extend. Dealer may postpone or add, in a commercially reasonable manner in whole
or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by
Dealer, with respect to some or all of the Options hereunder, if Dealer reasonably determines, in its discretion, based on the advice
of counsel in the case of clause (ii) below, that such action is reasonably necessary or appropriate (i) to preserve Dealer’s
commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions (but only if there is a material
decrease in liquidity relative to Dealer’s expectations on the Trade Date) or (ii) to enable Dealer to effect purchases of
Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if
Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory
requirements of organizations with jurisdiction over Dealer or its affiliates, or with related policies and procedures which would generally
be applicable to counterparties similar to Counterparty and/or 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 40 Valid Days after the original Valid Day or
other date of valuation, payment or delivery, as the case may be; provided further that any such postponement or addition may only
be in whole, and not in part, in case any event described in clause (ii) relating solely to a self-regulatory requirement applicable
to Dealer.



 






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



 


		(r)	Securities Contract; 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.



 


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



 


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



 


		(ii)	(A) Counterparty shall give Dealer commercially reasonable advance (but in no event less than one
Exchange Business Day) written notice of the section or sections of the Indenture and, if applicable, the formula therein, pursuant to
which any adjustment will be made to the Convertible Notes in connection with any Potential Adjustment Event, Merger Event or Tender Offer
and (B) promptly following any such adjustment, Counterparty shall give Dealer written notice of the details of such adjustment.



 


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



 


		(u)	Agreements and Acknowledgements Regarding Hedging. Counterparty understands, acknowledges
and agrees that: (A) at any time on and prior to the Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities
or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to adjust its hedge position with
respect to the Transaction; (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with
hedging activities in relation to the Transaction; (C) Dealer shall make its own determination as to whether, when or in what manner
any hedging or market activities in securities of Issuer shall be conducted and shall do so in a manner that it deems appropriate to hedge
its price and market risk with respect to the Relevant Prices; and (D) any market activities of Dealer and its affiliates with respect
to Shares may affect the market price and volatility of Shares, as well as the Relevant Prices, each in a manner that may be adverse to
Counterparty.



 






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		(v)	Early Unwind. In the event the sale of the “Initial Securities” (as defined
in the Purchase Agreement (the “Purchase Agreement”) dated as of March 2, 2022, between Counterparty and Goldman
Sachs & Co. LLC and Moelis & Company LLC, as representatives of the 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.



 


		(w)	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.



 


		(x)	Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary
in this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger
Event” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (as amended by
Section 9(i) above), and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty
of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent
shall determine whether such occurrence or declaration, as applicable, has had a material economic effect on the Transaction and, if so,
shall, adjust the Cap Price to preserve the fair value of the Options to Dealer (taking into account, for the avoidance of doubt, such
economic effect on both the Strike Price and Cap Price); provided that in no event shall the Cap Price be less than the Strike
Price.



 


		(y)	Dealer Representation. Dealer is an “eligible contract participant” (as such
term is defined in Section 1a(18) of the Commodity Exchange Act, as amended).



 


		(z)	Tax Matters.



 


		(i)	Withholding Tax Imposed on Payments to Non-U.S. Counterparties under the United States Foreign Account
Tax Compliance Provisions of the HIRE Act. “Indemnifiable Tax,” as defined in Section 14 of the Agreement,
shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue
Code of 1986, as amended (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.



 






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		(ii)	HIRE Act. “Indemnifiable
Tax”, as defined in Section 14 of the Agreement, shall not include any tax imposed on payments treated as dividends from sources
within the United States under Section 871(m) of the Code or any regulations issued thereunder. For the avoidance of doubt,
any such tax imposed under Section 871(m) of the Code is a Tax the deduction or withholding of which is required by applicable
law for the purposes of Section 2(d) of the Agreement.



 


		(iii)	Tax Documentation. For the purpose
of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid U.S. Internal Revenue Service
Form [W-9]4, or any successor thereto, and Counterparty shall provide to Dealer a valid U.S. Internal Revenue Service
Form W-9, or any successor thereto, or if Counterparty is an entity disregarded as separate from its owner for U.S. federal income
tax purposes, Counterparty agrees to deliver or cause to be delivered a valid U.S. Internal Revenue Service Form W-9, or any successor
thereto, of such owner. In each case, such tax form shall be completed accurately and in a manner reasonably acceptable to the other
party and shall be delivered (i) on or before the date of execution of this Confirmation and (ii) promptly upon learning that
any such tax form previously provided by it has become obsolete or incorrect. Additionally, each party shall, promptly upon request by
the other party, provide such other tax forms and documents reasonably requested by the other party.



 


		(iv)	Payor Tax Representations. For the purpose of Section 3(e) of the Agreement, each party
makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental
revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other
than interest under Section 9(h) of the Agreement or amounts payable hereunder that are considered to be interest for U.S. federal
income tax purposes) to be made by it to the other party under the Agreement. In making this representation, it may rely on (i) the
accuracy of any representations made by the other party pursuant to Section 9(x)(iv) of this Confirmation, (ii) the satisfaction
of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document
provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the Agreement, (iii) the satisfaction of the
agreement of the other party contained in Section 9(x)(iv)(C) of this Confirmation and (iv) the documentation provided
by Counterparty pursuant to Section 9(x)(ii) of this Confirmation, except that in no event may a Payee’s claim of material
prejudice to its legal or commercial position excuse Payee from providing a form or document under Section 4(a)(iii) of the
Agreement.



 


		(v)	Payee Tax Representations.



 


		(A)	Counterparty is (i)(x) a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of
United States Treasury Regulations) for U.S. federal income tax purposes and (y) an exempt recipient under United States Treasury
Regulation Section 1.6049-4(c)(1)(ii) or (ii) disregarded as an entity separate from its owner for U.S. federal income
tax purposes. For the avoidance of doubt, if Counterparty is or becomes a disregarded entity for U.S. federal income tax purposes, as
described in clause (ii) of the preceding sentence, the representations contained in clause (i) of the preceding sentence shall
be deemed to be made in respect of such owner.



 










 






4 To be modified for Dealers as appropriate.


 






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		(B)	[Dealer is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United
States Treasury Regulations) for U.S. federal income tax purposes and an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii).]



 


		(C)	Each party agrees to give notice of any failure of a representation made by it under this Section 9(y)(iv) to
be accurate and true promptly upon learning of such failure.



 





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



 


		(bb)	Conduct Rules. Each of Dealer and Counterparty 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.



 


		(cc)	Risk Disclosure Statement. 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”.



 


		(dd)	[Insert any Dealer Agency Language][Reserved].



 


		(ee)	U.S. Resolution Stay Protocol.
The parties acknowledge and agree that (i) to the extent that prior to the date hereof both parties have adhered to the 2018
ISDA U.S. Resolution Stay Protocol (the “Protocol”), the terms of the Protocol are incorporated into and form a part
of the Agreement, and for such purposes the Agreement shall be deemed a Protocol Covered Agreement, Dealer shall be deemed a Regulated
Entity and Counterparty shall be deemed an Adhering Party; (ii) to the extent that prior to the date hereof the parties have executed
a separate agreement the effect of which is to amend the qualified financial contracts between them to conform with the requirements of
the QFC Stay Rules (the “Bilateral Agreement”), the terms of the Bilateral Agreement are incorporated into and
form a part of the Agreement, and for such purposes the Agreement shall be deemed a Covered Agreement, Dealer shall be deemed a Covered
Entity and Counterparty shall be deemed a Counterparty Entity; or (iii) if clause (i) and clause (ii) do not apply, the
terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form
of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate Groups)” published by ISDA
on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org and, a copy of
which is available upon request), the effect of which is to amend the qualified financial contracts between the parties thereto to conform
with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of the Agreement, and for such purposes the
Agreement shall be deemed a “Covered Agreement,” Dealer shall be deemed a “Covered Entity” and Counterparty shall
be deemed a “Counterparty Entity.” In the event that, after the date of the Agreement, both parties hereto become adhering
parties to the Protocol, the terms of the Protocol will replace the terms of this paragraph. In the event of any inconsistencies between
the Agreement and the terms of the Protocol, the Bilateral Agreement or the Bilateral Terms (each, the “QFC Stay Terms”),
as applicable, the QFC Stay Terms will govern. Terms used in this paragraph without definition shall have the meanings assigned to them
under the QFC Stay Rules. For purposes of this paragraph, references to “the Agreement” include any related credit enhancements
entered into between the parties or provided by one to the other. In addition, the parties agree that the terms of this paragraph shall
be incorporated into any related covered affiliate credit enhancements, with all references to Dealer replaced by references to the covered
affiliate support provider. “QFC Stay Rules” means the regulations codified at 12 C.F.R. 252.2, 252.81–8, 12
C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which, subject to limited exceptions, require an express recognition of the stay-and-transfer powers
of the FDIC under the Federal Deposit Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street
Reform and Consumer Protection Act and the override of default rights related directly or indirectly to the entry of an affiliate into
certain insolvency proceedings and any restrictions on the transfer of any covered affiliate credit enhancements.



 






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		(ff)	[Insert Other Regulatory Boilerplate]



 






    30 


     


    

 





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:


 


	INNOVIVA, INC.	 




	By:	 	 
	Name:  	 	 




	Title:	 	 





 






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