Exhibit 10.1


 


[Dealer Address]


 


April 14, 2020


	To:	Coherus BioSciences, Inc.

333 Twin Dolphin Drive, Suite 600

Redwood City, California 94065
	Attention: 	Jean-Frédéric Viret, Chief Financial Officer
	Telephone No.: 	(650) 649-3530
	Facsimile No.:	(650) 649-3535




 


Re: Base Call Option Transaction


 


The purpose of this communication (this
 “Confirmation”) is to set forth the terms and conditions of the call option transaction entered into on the
Trade Date specified below (the “Transaction”) between [Dealer] (“Dealer”) and Coherus BioSciences,
Inc. (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the Agreement
specified below.


 


1.                  
This Confirmation is subject to, and incorporates, the definitions and provisions of the 2006 ISDA Definitions (the “2006
Definitions”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity
Definitions”, and together with the 2006 Definitions, the “Definitions”), in each case as published
by the International Swaps and Derivatives Association, Inc. (“ISDA”). Certain defined terms used herein have
the meanings assigned to them in the Offering Memorandum dated April 14, 2020 (as so supplemented, the “Offering Memorandum”)
relating to the USD 200,000,000 principal amount of 1.500% Convertible Senior Subordinated Notes due 2026 (the “Base Convertible
Securities”) issued by Counterparty (as increased by up to an additional USD 30,000,000 principal amount of 1.500% Convertible
Senior Subordinated Notes due 2026 that may be issued pursuant to the option to purchase additional convertible securities (the
 “Optional Convertible Securities” and, together with the Base Convertible Securities, the “Convertible
Securities”)) pursuant to an Indenture to be dated April 17, 2020 between Counterparty and U.S. Bank National Association,
as trustee (the “Indenture”). In the event of any inconsistency between the terms defined in the 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 that are also defined herein by reference to the Indenture
and (ii) sections of the Indenture that are referred to herein, in each case, 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.
For the avoidance of doubt, subject to the foregoing, references herein to sections of, or definitions set forth in, the Indenture
are based on the draft of the Indenture most recently reviewed by the parties at the time of execution of this Confirmation. If
any relevant sections of, or definitions set forth in, the Indenture are changed, added or renumbered between the execution of
this Confirmation and the execution of the Indenture, the parties will amend this Confirmation in good faith and in a commercially
reasonable manner to preserve the economic intent of the parties as evidenced by such draft of the Indenture. In addition, subject
to the foregoing, the parties acknowledge that references to the Indenture herein are references to the Indenture as in effect
on the date hereof and if the Indenture is, or the Convertible Securities are, amended, modified or supplemented following the
date hereof or the date of their execution, respectively, any such amendment, modification or supplement (other than any amendment,
modification or supplement (i) pursuant to Section 5.09 of the Indenture, subject to the
provisions opposite the caption “Discretionary Adjustments” in Section 2 hereof, or (ii) pursuant to Section 9.01(H)
of the Indenture that, as determined by the Calculation Agent in good faith and in a commercially reasonable manner, conforms
the Indenture to the description of Convertible Securities in the Offering Memorandum) will be disregarded for purposes of this
Confirmation 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.


 






     


     


    

 





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 be subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement as if Dealer
and Counterparty had executed an agreement in such form on the date hereof (but without any Schedule except for (i) the election
of US Dollars (“USD”) as the Termination Currency, (ii) the election of the laws of the State of New York as
the governing law (without reference to choice of law doctrine) and (iii) (A) the election that the “Cross Default”
provisions of Section 5(a)(vi) of the Agreement shall apply to Dealer with a “Threshold Amount” of three percent of
Dealer’s parent’s shareholders’ equity; provided that “Specified Indebtedness” shall not include
obligations in respect of deposits received in the ordinary course of Dealer’s banking business, (B) the phrase “or
becoming capable at such time of being declared” shall be deleted from clause (1) of such Section 5(a)(vi) 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.”).


 


All provisions contained in, or incorporated
by reference to, the Agreement will govern this Confirmation except as expressly modified herein. In the event of any inconsistency
among this Confirmation, the Equity Definitions, the 2006 Definitions or the Agreement, the following shall prevail in the order
of precedence indicated: (i) this Confirmation; (ii) the Equity Definitions; (iii) the 2006 Definitions; and (iv) the Agreement.
For the avoidance of doubt, except to the extent of an express conflict, the application of any provision of this Confirmation,
the Agreement, the Equity Definitions or the 2006 Definitions shall not be construed to exclude or limit any other provision of
this Confirmation, the Agreement, the Equity Definitions or the 2006 Definitions.


 


The Transaction hereunder shall be the sole
Transaction under the Agreement. If there exists any ISDA Master Agreement between Dealer and Counterparty or any confirmation
or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between Dealer
and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or
any other agreement to which Dealer and Counterparty are parties, the Transaction shall not be considered a Transaction under,
or otherwise governed by, such existing or deemed ISDA Master Agreement.


 


2.                  
The Transaction constitutes a Share Option Transaction for purposes of the Equity
Definitions. The terms of the particular Transaction to which this Confirmation relates are as follows:


 


General Terms:


 


	Trade Date:	April 14, 2020
	 	 
	Effective Date:	The closing date of the initial issuance of the Convertible Securities.
	 	 
	Option Style: 	Modified American, as described under “Procedures for Exercise” below.
	 	 
	Option Type: 	Call
	 	 
	Seller:	Dealer
	 	 
	Buyer:	Counterparty
	 	 
	Shares:	The Common Stock of Counterparty, par value USD 0.0001 (Ticker Symbol:  “CHRS”).





 






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	Number of Options:	The number of Base Convertible Securities in denominations of USD 1,000 principal amount issued by Counterparty on the closing date for the initial issuance of the Convertible Securities.  For the avoidance of doubt, the Number of Options outstanding shall be reduced by each exercise of Options hereunder.  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 51.9224
	 	 
	Make-Whole Adjustment:	Any adjustment to the Conversion Rate pursuant to Section 5.07 of the Indenture.
	 	 
	Voluntary Adjustment:	Any adjustment to the Conversion Rate pursuant to Section 5.06 of the Indenture.
	 	 
	Strike Price:	USD 19.2595
	 	 
	Cap Price:	USD 25.9263
	 	 
	Rounding of Strike Price/Cap Price/Option Entitlement:  	In connection with any adjustment to the Option Entitlement or Strike Price, the Option Entitlement or Strike Price, as the case may be, shall be rounded by the Calculation Agent in accordance with the provisions of the Indenture relating to rounding of the “Conversion Price” or the “Conversion Rate”, as applicable (each as defined in the Indenture).  In connection with any adjustment to the Cap Price hereunder, the Calculation Agent will round the adjusted Cap Price to the nearest USD 0.0001.
	 	 
	Number of Shares:	As of any date, a number of Shares equal to the product of the Number of Options and the Option Entitlement.
	 	 
	Premium:	USD         
	 	 
	Premium Payment Date:	The Effective Date
	 	 
	Exchange:	The Nasdaq Global Market
	 	 
	Related Exchange:	All Exchanges
	 	 
	Procedures for Exercise:	 
	 	 
	Exercise Dates:	Each Conversion Date.






 






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	Conversion Date:	With respect to any conversion of a Convertible Security (other than (x) any conversion of Convertible Securities with a “Conversion Date” (as defined in the Indenture) occurring prior to the Cut-Off Date or (y) any conversion of Convertible Securities in respect of which holder(s) of such Convertible Securities would be entitled to an increase in the Conversion Rate pursuant to a Make-Whole Adjustment (including, for the avoidance of doubt, if such Make-Whole Adjustment does not result in an increase to the Conversion Rate) (any such conversion described in clause (x) or clause (y), an “Early Conversion”), to which the provisions of Section 8(b)(iii) of this Confirmation shall apply), the “Conversion Date” (as defined in the Indenture), provided that, no Conversion Date shall be deemed to have occurred with respect to Exchanged Securities (such Convertible Securities, other than Exchanged Securities, the “Relevant Convertible Securities” for such Conversion Date).
	 	 
	Cut-Off Date:	January 15, 2026
	 	 
	Exchanged Securities:	With respect to any Conversion Date, any Convertible Securities with respect to which Counterparty makes the election described in Section 5.08 of the Indenture and the financial institution designated by Counterparty accepts such Convertible Securities in accordance with Section 5.08 of the Indenture, as long as Counterparty does not submit a Notice of Exercise in respect thereof.
	 	 
	Expiration Date:	The earlier of (i) the last day on which any Convertible Securities remain outstanding and (ii) April 15, 2026, subject to earlier exercise.
	 	 
	Automatic Exercise on Conversion Dates:	Applicable, which means that on each Conversion Date occurring on or after the Cut-Off Date, a number of Options equal to the number of Relevant Convertible Securities for such Conversion Date in denominations of USD 1,000 principal amount shall be automatically exercised, subject to “Notice of Exercise” below. Notwithstanding anything to the contrary herein or in the Equity Definitions, unless Counterparty notifies Dealer in writing prior to 5:00 P.M., New York City time, on the Expiration Date that it does not wish automatic exercise to occur, all Options then outstanding as of 5:00 P.M., New York City time, on the Expiration Date shall be deemed to be automatically exercised as if (i) a number of Relevant Convertible Securities (in denominations of USD 1,000 principal amount) equal to such number of then-outstanding Options were converted with a Conversion Date occurring on or after the Cut-Off Date and (ii) such Relevant Convertible Securities were outstanding under the Indenture immediately prior to such deemed conversion; provided that no such automatic exercise pursuant to this sentence shall occur if the Relevant Price for each Valid Day during the Settlement Averaging Period is less than or equal to the Strike Price.
	 	 
	Notice Deadline:	In respect of any exercise of Options hereunder on any Conversion Date on or after the Cut-Off Date, 5:00 P.M., New York City time, on the “Scheduled Trading Day” (as defined in the Indenture) immediately preceding the “Maturity Date” (as defined in the Indenture).



 






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	Notice of Exercise:	Counterparty shall notify Dealer in writing prior to the Notice Deadline of the number of Relevant Convertible Securities being converted on the related Conversion Date.  For the avoidance of doubt, if Counterparty fails to give such notice when due in respect of any exercise of Options hereunder with a Conversion Date occurring on or after the Cut-Off Date, Automatic Exercise shall apply and the Conversion Date shall be deemed to be the Notice Deadline.
	 	 
	Dealer’s Telephone Number and Telex and/or Facsimile Number and Contact Details for purpose of Giving Notice:	As specified in Section 6(b) below.
	 	 
	Settlement Terms:	 
	 	 
	Settlement Date:	For any Exercise Date, the date one Settlement Cycle following the final day of the Settlement Averaging Period.
	 	 
	Settlement Method:	Net Share Settlement
	 	 
	Net Share Settlement:	Dealer will deliver to Counterparty, on the relevant Settlement Date, a number of Shares equal to the Net Shares in respect of any Option exercised or deemed exercised hereunder.  In no event will the Net Shares be less than zero.
	 	 
	Net Shares:	In respect of any Option exercised or deemed exercised, a number of Shares equal to the sum of the quotients, for each Valid Day during the Settlement Averaging Period, of (i) (A) the Option Entitlement on such Valid Day multiplied by (B) (1) the amount by which the Cap Price exceeds the Strike Price, if the Relevant Price on such Valid Day is equal to or greater than the Cap Price, (2) the amount by which such Relevant Price exceeds the Strike Price, if such Relevant Price is greater than the Strike Price but less than the Cap Price or (3) zero, if such Relevant Price is less than or equal to the Strike Price, divided by (C) such Relevant Price, divided by (ii) the number of Valid Days in the Settlement Averaging Period.

 

 Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Shares valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.  
	 	 
	Settlement Averaging Period:	The 50 Valid Days commencing on, and including, the 51st Scheduled Valid Day prior to the “Maturity Date” (as defined in the Indenture).
	 	 
	Valid Day:	A day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on the Exchange or, if the Shares are not then listed on the Exchange, on the principal other United States national or regional securities exchange on which the Shares are then listed or, if the Shares are not then listed on a United States national or regional securities exchange, on the principal other market on which the Shares are then listed or admitted for trading. If the Shares are not so listed or admitted for trading, “Valid Day” means a “Business Day” (as defined in the Indenture).



 






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	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” (as defined in the Indenture).
	 	 
	Relevant Price:	On any Valid Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page CHRS  <equity> AQR (or its equivalent successor if such page is not available) in respect of the period from the scheduled opening time of the Exchange to the Scheduled Closing Time of the Exchange on such Valid Day (or if such volume-weighted average price is unavailable at such time, the market value of one Share on such Valid Day, as determined by the Calculation Agent in a good faith and commercially reasonable manner using, if practicable, a volume-weighted average method). The Relevant Price will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.
	 	 
	Other Applicable Provisions:	To the extent Dealer is obligated to deliver Shares hereunder, the provisions of Sections 9.8, 9.9 and 9.11 of the Equity Definitions will be applicable as if “Physical Settlement” applied to the Transaction; provided that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws that exist as a result of the fact that Counterparty is the issuer of the Shares.
	 	 
	Restricted Certificated Shares:	Notwithstanding anything to the contrary in the Equity Definitions, Dealer may, in whole or in part, deliver Shares required to be delivered to Counterparty hereunder in certificated form in lieu of delivery through the Clearance System.  With respect to such certificated Shares, the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by deleting the remainder of the provision after the word “encumbrance” in the fourth line thereof.



 






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	Adjustments:	 
	 	 
	Method of Adjustment:	
        Notwithstanding Section 11.2 of the Equity Definitions, upon
        the occurrence of any event or condition set forth in the Dilution Adjustment Provisions (a “Potential Adjustment Event”)
        that requires an adjustment under the Indenture, the Calculation Agent shall, in good faith and in a commercially reasonable manner,
        make a corresponding adjustment in respect of any one or more of the Strike Price, the Number of Options, the Option Entitlement
        and any other term relevant to the exercise, settlement or payment of the Transaction, to the extent an analogous adjustment is
        required under the Indenture, subject to “Discretionary Adjustments” below. Immediately upon the occurrence of any
        Potential Adjustment Event, Counterparty shall notify the Calculation Agent of such Potential Adjustment Event.

         

        Notwithstanding anything to the contrary herein or in the Equity
        Definitions:

         

        (i) in connection with any Potential Adjustment Event as a result
        of an event or condition set forth in Section 5.05(A)(ii) of the Indenture or Section 5.05(A)(iii)(1) of the Indenture where, in
        either case, the period for determining “Y” (as such term is used in Section 5.05(A)(ii) of the Indenture) or “SP”
        (as such term is used in Section 5.05(A)(iii)(1) of the Indenture), as the case may be, begins before Counterparty has publicly
        announced the event or condition giving rise to such Potential Adjustment Event, then the Calculation Agent shall, in good faith
        and in a commercially reasonable manner, have the right to adjust any variable relevant to the exercise, settlement or payment
        for the Transaction as appropriate to reflect the commercially reasonable costs (to account solely for hedging mismatches and market
        losses) and commercially reasonable out-of-pocket expenses incurred by Dealer in connection with its commercially reasonable hedging
        activities as a result of such event or condition not having been publicly announced prior to the beginning of such period; and

         

        (ii) 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, in good faith
        and in a commercially reasonable manner, have the right to adjust any variable relevant to the exercise, settlement or payment
        for the Transaction as appropriate to reflect the commercially reasonable costs (to account solely for hedging mismatches and market
        losses) and commercially reasonable out-of-pocket expenses incurred by Dealer in connection with its commercially reasonable hedging
        activities as a result of such Potential Adjustment Event Change.

         

        For the avoidance of doubt, Dealer shall not have any payment
        or delivery obligation hereunder in respect of, 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 the holders of Convertible Securities (upon conversion
        or otherwise) or (y) any other transaction in which holders of Convertible Securities are entitled to participate, in each case,
        in lieu of an adjustment under the Indenture in respect of a Potential Adjustment Event (including, without limitation, under the
        third sentence of Section 5.05(A)(iii)(1) of the Indenture or the third sentence of Section 5.05(A)(iv) of the Indenture).

         

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



 






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	Discretionary Adjustments:	Notwithstanding anything to the contrary herein or in the Equity Definitions, if the Calculation Agent in good faith disagrees with any adjustment under the Indenture that is the basis of any adjustment hereunder and that involves an exercise of discretion by Counterparty, its board of directors or a committee of its board of directors (including, without limitation, pursuant to Section 5.05(F) of the Indenture or pursuant to Section 5.09 of the Indenture or any supplemental indenture entered into thereunder or in connection with the determination of the fair value of any securities, property, rights or other assets), then the Calculation Agent will determine the corresponding 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 of or under the Transaction in good faith and in a commercially reasonable manner consistent with the methodology set forth in the Indenture.
	 	 
	Extraordinary Events:	 
	 	 
	Merger Events:	Notwithstanding Section 12.1(b) of the Equity Definitions, “Merger Event” shall have the same meaning as the meaning of “Common Stock Change Event” set forth in Section 5.09(A) of the Indenture.
	 	 
	Consequences of Merger Events/Tender Offers:	Notwithstanding Section 12.2 of the Equity Definitions, upon the occurrence of a Merger Event, the Calculation Agent, acting in good faith and commercially reasonably, shall make a corresponding adjustment in respect of any adjustment under the Indenture to any one or more of the nature of the Shares, the Number of Options, the Option Entitlement, composition of the “Shares” hereunder and any other variable relevant to the exercise, settlement or payment for the Transaction, to the extent an analogous adjustment is required under Section 5.09 of the Indenture in respect of such Merger Event, as determined in good faith and in a commercially reasonable manner by the Calculation Agent by reference to such Section, subject to “Discretionary Adjustments” above; provided that such adjustment shall be made without regard to any adjustment to the Conversion Rate pursuant to a Make-Whole Adjustment or a Voluntary Adjustment; provided further that in respect of any election by the holders of Shares with respect to the consideration due upon consummation of any Merger Event, the Calculation Agent shall have the right to adjust any variable relevant to the exercise, settlement or payment for the Transaction as appropriate to compensate Dealer for any commercially reasonable losses (including, without limitation, market losses customary for transactions similar to the Transaction with counterparties similar to Counterparty) solely as a result of any mismatch on its Hedge Position, assuming Dealer maintains a commercially reasonable Hedge Position, and the type and amount of consideration actually paid or issued to the holders of Shares in respect of such Merger Event; and provided further that if, with respect to a Merger Event or a Tender Offer, (i) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) securities issued by an entity that is not a corporation organized under the laws of the United States, any state thereof or the District of Columbia or (ii) the Counterparty to the Transaction, following such Merger Event, will not be a corporation organized under the laws of the United States, any State thereof or the District of Columbia or will not be the Issuer, Dealer may elect in its reasonable discretion that Cancellation and Payment (Calculation Agent Determination) shall apply.  For the avoidance of doubt, adjustments shall be made pursuant to the provisions set forth above regardless of whether any Merger Event gives rise to an Early Conversion.  For purposes of this paragraph, “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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	Notice of Merger Consideration:	Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in any event prior to consummation of such Merger Event) notify the Calculation Agent of, in the case of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the weighted average of the types and amounts of consideration actually received by holders of Shares upon consummation of such Merger Event.
	 	 
	Consequences of Announcement Events:	Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)” and the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Event” shall be inserted prior to the word “, which” in the seventh line, and (z) for the avoidance of doubt, the Calculation Agent shall, in good faith and in a commercially reasonable manner, determine whether the relevant Announcement Event has had a material 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 to take into account such material economic effect 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 (i) any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event and (ii) in making any adjustment the Calculation Agent shall take into account volatility, liquidity or other factors before and after such 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.



 






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	Announcement Event:	(i)         The public announcement by Issuer, any subsidiary of Issuer, any affiliate of Issuer, any agent of Issuer, any Valid Third Party Entity or any affiliate of a Valid Third Party Entity of (x) any transaction or event that, if completed, would constitute a Merger Event or Tender Offer, (y) any potential acquisition 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 undertaking that may include, a Merger Event or Tender Offer or a Transformative Transaction or (iii) any subsequent public announcement by Issuer, any subsidiary of Issuer, any affiliate of Issuer, any agent of Issuer or a Valid Third Party Entity 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 in good faith and in a commercially reasonable manner.  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.
	 	 
	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 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 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 such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange.
	 	 
	Additional Termination Event(s):	Notwithstanding anything to the contrary in the Equity Definitions, if, as a result of an Extraordinary Event, the Transaction would be cancelled or terminated (whether in whole or in part) pursuant to Article 12 of the Equity Definitions, an Additional Termination Event (with the Transaction (or the cancelled or terminated portion thereof) being the Affected Transaction and Counterparty being the sole Affected Party) shall be deemed to occur, and, in lieu of Sections 12.7, 12.8 and 12.9 of the Equity Definitions, Section 6 of the Agreement shall apply to such Affected Transaction.



 






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	Additional Disruption Events:	 
	 	 
	(a) Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; and provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the parenthetical beginning after the word “regulation” in the second line thereof with the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)” and (ii) adding the words “, or holding, acquiring or disposing of Shares or any Hedge Positions relating to,” after the words “obligations under” in clause (Y) thereof.
	 	 
	(b) Failure to Deliver:	Applicable
	 	 
	(c) Insolvency Filing:	Applicable
	 	 
	(d) Hedging Disruption:	
        Applicable; provided that:

         

        (i) Section 12.9(a)(v) of the Equity Definitions is hereby amended
        by inserting the following sentence at the end of such Section:

         

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

         

        (ii) Section 12.9(b)(iii) of the Equity Definitions is hereby
        amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or
        a portion of the Transaction affected by such Hedging Disruption”.

         

	 	 
	(e) Increased Cost of Hedging: 	Not Applicable
	 	 
	Hedging Party:	Dealer
	 	 
	Determining Party:	Dealer; provided that the Determining Party will promptly, upon written notice from Counterparty, provide a statement displaying in reasonable detail the basis for such determination, adjustment or calculation, as the case may be (including any quotations, market data or information from internal or external sources used in making such determination, adjustment or calculation, it being understood that the Determining Party shall not be required to disclose any confidential information or proprietary models used by it in connection with such determination, adjustment or calculation, as the case may be).



 






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	Non-Reliance:	 
	 	 
	Agreements and Acknowledgments	Applicable 
	 	 
	Regarding Hedging Activities:	Applicable 
	 	 
	Additional Acknowledgments:	Applicable 
	 	 
	Hedging Adjustment:	For the avoidance of doubt, whenever Dealer, the Determining Party or the Calculation Agent makes an adjustment or calculation, or the Determining Party or the Calculation Agent makes a determination, in each case, permitted or required to be made pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of any event (other than an adjustment, calculation or determination made by reference to the Indenture), the Calculation Agent, the Determining Party or Dealer, as the case may be, shall make such adjustment, calculation or determination in a commercially reasonable manner and by reference to the effect of such event on Dealer assuming that Dealer maintains a commercially reasonable hedge position.
	 	 
	3.      Calculation Agent:	Dealer; provided that all calculations and determinations by the Calculation Agent (other than calculations or determinations made by reference to the Indenture) shall be made in good faith and in a commercially reasonable manner and assuming for such purposes that Dealer is maintaining, establishing and/or unwinding, as applicable, a commercially reasonable hedge position; provided further that if 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 occurs, Counterparty shall have the right to appoint a successor calculation agent which shall be a nationally recognized third-party dealer in over-the-counter corporate equity derivatives.  The Calculation Agent agrees that it will promptly, upon written notice from Counterparty, provide a statement displaying in reasonable detail the basis for such determination, adjustment or calculation, as the case may be (including any quotations, market data or information from internal or external sources used in making such determination, adjustment or calculation, it being understood that the Calculation Agent shall not be required to disclose any confidential information or proprietary models used by it in connection with such determination, adjustment or calculation, as the case may be).
	 	 


4.             Account Details:


 


Dealer Payment Instructions:


 


Account for delivery of Shares from Dealer:


 


Counterparty Payment Instructions:


 





	 	To:	SIL VLY BK SJ

3003 Tasman Drive, Santa Clara, CA 95054
	 	Routing & Transit #:	
	 	Account Name:	Coherus BioSciences, Inc.
	 	Address:	333 Twin Dolphin Drive, Suite 600

Redwood City, CA 94065
	 	Credit Account #:	




 






    12 


     


    

 



 


5.            
Offices:


 


The Office of
Dealer for the Transaction is: New York


 


The Office of Counterparty for
the Transaction is:


 


Inapplicable, Counterparty is not
a Multibranch Party


 


6.            
Notices:             For purposes of this Confirmation:


 


(a)             
Address for notices or communications to Counterparty:


 


To:                       Coherus
BioSciences, Inc.


333 Twin Dolphin Drive,
Suite 600


Redwood City, California
94065


Attention:             Jean-Frédéric
Viret, Chief Financial Officer

Telephone No.:    (650) 649-3530

Facsimile No.:      (650) 649-3535


Email:                   jviret@coherus.com


 


(b)            
Address for notices or communications to Dealer:


 


7.            
Representations, Warranties and Agreements:


 


(a)            
In addition to the representations and warranties in the Agreement and those contained elsewhere herein, Counterparty represents
and warrants to and for the benefit of, and agrees with, Dealer as follows:


 


(i)           
On the Trade Date, (A) Counterparty is not aware of any material nonpublic information regarding Counterparty or the Shares
and (B) all reports and other documents filed by Counterparty with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) when considered as a whole (with the more recent such
reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain
any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances in which they were made, not misleading.


 


(ii)          
(A) On the Trade Date, the Shares or securities that are convertible into, or exchangeable or exercisable for Shares, are
not subject to a “restricted period,” as such term is defined in Regulation M under the Exchange Act (“Regulation
M”) and (B) Counterparty shall not engage in any “distribution,” as such term is defined in Regulation M,
other than a distribution meeting the requirements of the exceptions set forth in sections 101(b)(10) and 102(b)(7) of Regulation
M, until the second Exchange Business Day immediately following the Trade Date.


 


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


 






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(iv)         
Without limiting the generality of Section 3(a)(iii) of the Agreement, the Transaction will not violate Rule 13e-1 or Rule
13e-4 under the Exchange Act.


 


(v)          
Prior to the Trade Date, Counterparty shall deliver to Dealer a resolution of Counterparty’s board of directors authorizing
the Transaction.


 


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


 


(vii)        
Counterparty is not, and after giving effect to 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.


 


(viii)       
On and immediately after each of the Trade Date and the Premium Payment Date, (A) the fair value of the total assets
of Counterparty are greater than the sum of the total liabilities (including contingent liabilities) and the capital (as defined
in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Counterparty, (B) the capital
of Counterparty is adequate to conduct the business of Counterparty, and Counterparty’s entry into the Transaction will
not impair its capital, (C) Counterparty has the ability to pay its debts and obligations as such debts mature and does not
intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Counterparty 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 in compliance
with the laws of the jurisdiction of Counterparty’s incorporation (including the adequate surplus requirements of Section
160 of the General Corporation Law of the State of Delaware).


 


(ix)          
The representations and warranties of Counterparty set forth in Section 3 of the Agreement and Section 3 of the Purchase
Agreement, dated as of April 14, 2020, among Counterparty and J.P. Morgan Securities LLC, BofA Securities, Inc. and Citigroup
Global Markets Inc. as representatives of the initial purchasers party thereto (the “Purchase Agreement”) are
true and correct as of the Trade Date and the Effective Date and are hereby deemed to be repeated to Dealer as if set forth herein.


 


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


 


(xi)          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.


 






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(xii)         
The assets of Counterparty do not constitute “plan assets” within the meaning
of 29 C.F.R. § 2510.3-101 under the Employee Retirement Income Security Act of 1974, as amended.


 


(b)             
Each of Dealer and Counterparty agrees and represents that it is an “eligible contract participant” as defined
in Section 1a(18) of the U.S. Commodity Exchange Act, as amended, and is entering into the Transaction as principal (and not as
agent or in any other capacity, fiduciary or otherwise) and not for the benefit of any third party.


 


(c)             
Each of Dealer and Counterparty acknowledges that the offer and sale of the Transaction to it is intended to be exempt
from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section
4(a)(2) thereof. Accordingly, Counterparty represents and warrants to Dealer that (i) it has the financial ability to bear the
economic risk of its investment in the Transaction and is able to bear a total loss of its investment and its investments in and
liabilities in respect of the Transaction, which it understands are not readily marketable, are not disproportionate to its net
worth, and it is able to bear any loss in connection with the Transaction, including the loss of its entire investment in the
Transaction, (ii) it is an “accredited investor” as that term is defined in Regulation D as promulgated under the
Securities Act, (iii) it is entering into the Transaction for its own account and without a view to the distribution or resale
thereof, (iv) the assignment, transfer or other disposition of the Transaction has not been and will not be registered under the
Securities Act and is restricted under this Confirmation, the Securities Act and state securities laws, and (v) its financial
condition is such that it has no need for liquidity with respect to its investment in the Transaction and no need to dispose of
any portion thereof to satisfy any existing or contemplated undertaking or indebtedness and is capable of assessing the merits
of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions
and risks of the Transaction.


 


(d)             
Each of Dealer and Counterparty agrees and acknowledges that Dealer is a “financial institution” and “financial
participant” within the meaning of Sections 101(22) and 101(22A) of the Bankruptcy Code. The parties hereto further agree
and acknowledge (A) that this Confirmation is a “securities contract,” as such term is defined in Section 741(7) of
the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination
value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the
Bankruptcy Code and a “settlement payment” within the meaning of Section 546 of the Bankruptcy Code, and (B) that
Dealer is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(27), 362(o), 546(e), 546(j),
548(d)(2), 555 and 561 of the Bankruptcy Code.


 


(e)             
As a condition to the effectiveness of the Transaction, Counterparty shall deliver to Dealer an opinion of counsel, dated
as of the Premium Payment Date and reasonably acceptable to Dealer in form and substance, with respect to the matters set forth
in Section 3(a) of the Agreement and Section 7(a)(vii) hereof; provided that any such opinion of counsel may contain customary
exceptions and qualifications, including, without limitation, exceptions and qualifications relating to indemnification provisions.


 


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


 






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8.            
Other Provisions:


 


(a)             
Right to Extend. Dealer may postpone or add, in whole or in part, any Exercise Date or Settlement Date or any other
date of valuation, payment or delivery by Dealer, with respect to some or all of the relevant Options (in which event the Calculation
Agent, in good faith and in a commercially reasonable manner, shall make appropriate adjustments to the Net Shares), if Dealer
determines, in good faith and in a commercially reasonable manner, and, in respect of clause (ii) below, based on the advice of
counsel, that such extension is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging
or hedge unwind activity hereunder in light of existing liquidity conditions in the cash market, the stock borrow market or other
relevant market (but only if there is a material decrease in liquidity relative to Dealer’s expectations on the Trade Date),
or (ii) to enable Dealer to effect purchases or sales of Shares or Share Termination Delivery Units in connection with its commercially
reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would (assuming, in the case of purchases,
Dealer were Counterparty or an affiliated purchaser of Counterparty) be in compliance with applicable legal, regulatory or self-regulatory
requirements, or with related policies and procedures (whether or not such requirements, policies or procedures are imposed by
law or have been voluntarily adopted by Dealer and, in the case of policies or procedures, so long as such policies or procedures
are consistently applied to transactions similar to the Transaction); provided that no such Exercise Date, Settlement Date
or other date of valuation, payment or delivery may be postponed or added more than 100 Valid Days after the original Exercise
Date, Settlement Date or other date of valuation, payment or delivery, as the case may be.


 


(b)             
Additional Termination Events.


 


(i)           
The occurrence of an event of default with respect to Counterparty under the terms of the Convertible Securities as set
forth in Section 8.01 of the Indenture, which default has resulted in the Convertible Securities
becoming due and payable under the terms thereof, shall constitute an Additional Termination Event with respect to which the Transaction
is the sole Affected Transaction and Counterparty is the sole Affected Party, and Dealer shall be the party entitled to designate
an Early Termination Date pursuant to Section 6(b) of the Agreement and to determine the amount payable pursuant to Section 6(e)
of the Agreement.


 


(ii)           Within
five Exchange Business Days promptly following any Repurchase Event (as defined below), Counterparty may notify Dealer of
such Repurchase Event, including the number of Convertible Securities subject to such Repurchase Event (any such notice, a
 “Convertible Securities Repurchase Notice”); provided that no such Convertible Securities
Repurchase Notice shall be effective unless it contains the representation by Counterparty set forth in Section 7(a)(i) as of
the date of such Convertible Securities Repurchase Notice. Notwithstanding anything to the contrary in this Confirmation, the
receipt by Dealer from Counterparty of any Convertible Securities Repurchase Notice shall constitute an Additional
Termination Event as provided in this Section 8(b)(ii). Upon receipt of any such Convertible Securities Repurchase Notice,
Dealer shall promptly designate an Exchange Business Day following receipt of such Convertible Securities Repurchase Notice
(which in no event shall be earlier than the related repurchase date for such Convertible Securities) as an Early Termination
Date with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase
Options”) equal to the lesser of (A) the number of such Convertible Securities specified in such Convertible
Securities Repurchase Notice and (B) the Number of Options as of the date Dealer designates such Early Termination Date and,
as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with
respect to such termination shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date
had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to
the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination
Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. “Repurchase
Event” means that (i) any Convertible Securities are repurchased (whether pursuant to Section 4.02 of
the Indenture or otherwise) by Counterparty or any of its subsidiaries (including in connection with, or as a result of, a
Fundamental Change (as defined in the Indenture), a tender offer, exchange offer or similar transaction or for any other
reason), (ii) any Convertible Securities are delivered to Counterparty in exchange for delivery of any property or assets of
Counterparty or any of its subsidiaries (howsoever described), (iii) any principal of any of the Convertible Securities is
repaid prior to the final maturity date of the Convertible Securities, or (iv) any Convertible Securities are exchanged by or
for the benefit of the “Holders” (as such term is defined in the Indenture) thereof for any other securities of
Counterparty or any of its affiliates (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 Securities (whether into Shares or
 “Reference Property” (as defined in the Indenture)) pursuant to the terms of the Indenture shall not constitute a
Repurchase Event. Counterparty acknowledges and agrees that if an Additional Termination Event has occurred under this
Section 8(b)(ii), then any related Convertible Securities subject to a Repurchase Event will be deemed to be cancelled and
disregarded and no longer outstanding for all purposes hereunder.


 






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(iii)         
Notwithstanding anything to the contrary in this Confirmation, upon any Early Conversion in respect of which the relevant
converting “Holder” (as such term is defined in the Indenture) has satisfied the requirements to conversion set forth
in Section 5.02(A) of the Indenture:


 


		(A)	Counterparty may, as promptly as practicable (but in any event within five Scheduled Trading Days of the “Conversion
Date” (as defined in the Indenture) for such Early Conversion), provide written notice (an “Early Conversion Notice”)
to Dealer specifying the number of Convertible Securities surrendered for conversion on such Conversion Date (such Convertible
Securities, the “Affected Convertible Securities”), and the giving of such Early Conversion Notice shall constitute
an Additional Termination Event as provided in this Section 8(b)(iii); provided that any such Early Conversion Notice shall
contain a written acknowledgement by Counterparty of its responsibilities under applicable securities laws, and in particular Section
9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of the delivery of such Early Conversion
Notice;



 


		(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 related settlement date for such Affected Convertible Securities) 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 Securities and (y) the Number of Options as of the “Conversion Date” (as defined in the Indenture)
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;



 


		(D)	for the avoidance of doubt, in determining the amount payable in respect of such Affected
                                                               Transaction pursuant to Section 6 of the Agreement, the Calculation Agent shall assume that (x) the relevant Early Conversion
                                                               and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading
                                                               thereto had not occurred, (y) no adjustment to the conversion rate for the Convertible Securities has occurred
pursuant to any Make-Whole Adjustment or Voluntary Adjustment and (z) the corresponding Convertible Securities remain outstanding;
and



 


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



 






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(c)             
Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If (a) an Early Termination
Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to the Transaction
or (b) the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of (i) a Nationalization,
Insolvency or Merger Event in which the consideration to be paid to all holders of Shares consists solely of cash, (ii) 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) and 6(e) of the Agreement (any such amount, a “Payment
Obligation”), then Dealer shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below)
unless (a) Counterparty gives irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day,
no later than 12:00 p.m. (New York City time) on the date of the Announcement Event, Merger Date, Tender Offer Date, Announcement
Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable,
of its election that the Share Termination Alternative shall not apply, (b) as of the date of such election, Counterparty represents
that is not in possession of any material non-public information regarding Counterparty or the Shares, and that such election
is being made in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws, and (c)
Dealer agrees, in its sole discretion, to such election, in which case the provisions of Section 6(d)(ii) and 6(e) of the Agreement,
as the case may be, shall apply.


 


	Share Termination Alternative:	If applicable, means that Dealer shall deliver to Counterparty the Share Termination Delivery Property on the date on which the Payment Obligation would otherwise be due pursuant to Section 6(d)(ii) of the Agreement or such later date or dates as Dealer may commercially reasonably determine (the “Share Termination Payment Date”) taking into account commercially reasonable hedging or hedge unwind activity, in satisfaction of the Payment Obligation.
	 	 
	Share Termination Delivery	 
	Property:	A number of Share Termination Delivery Units, as calculated by the Calculation Agent in good faith and in a commercially reasonable manner, equal to the Payment Obligation divided by the Share Termination Unit Price.  The Calculation Agent shall, in good faith and in a commercially reasonable manner, adjust the Share Termination Delivery Property by replacing any fractional portion of the aggregate amount of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.



 


	Share Termination Unit Price:	The value of property contained in one Share Termination Delivery Unit on the date such Share Termination Delivery Units are to be delivered as Share Termination Delivery Property, as determined by the Calculation Agent in a commercially reasonable manner and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation.
	 	 
	Share Termination Delivery Unit:	In the case of a Termination Event (other than on account of an Insolvency, Nationalization or Merger Event), Event of Default, Delisting or Additional Disruption Event, one Share or, in the case of an Insolvency, Nationalization or Merger Event, one Share or a unit consisting of the number or amount of each type of 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 Insolvency, Nationalization or Merger Event, as applicable.  If such Insolvency, Nationalization or Merger Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.



 






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	Failure to Deliver:	Applicable
	 	 
	Other Applicable Provisions:	If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9 and 9.11 of the Equity Definitions will be applicable as if “Physical Settlement” applied to the Transaction, except that all references to “Shares” shall be read as references to “Share Termination Delivery Units”; provided that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws as a result of the fact that Counterparty is the issuer of any Share Termination Delivery Units (or any part thereof).


 


(d)              Disposition
of Hedge Shares. Counterparty hereby agrees that if, in the good faith reasonable judgment of Dealer, based on the advice
of counsel, the Shares (the “Hedge Shares”) acquired by Dealer for the purpose of hedging its obligations
pursuant to the Transaction in a commercially reasonable manner cannot be sold in the U.S. public market by Dealer without
registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Dealer to sell the Hedge
Shares in a registered offering, make available to Dealer an effective registration statement under the Securities Act to
cover the resale of such Hedge Shares and (A) enter into an agreement, in form and substance reasonably satisfactory to
Dealer, substantially in the form of an underwriting agreement for a registered offering, (B) provide accountant’s
“comfort” letters in customary form for registered offerings of equity securities, (C) provide disclosure
opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to Dealer, (D) provide other
customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and
(E) afford Dealer a reasonable opportunity to conduct a “due diligence” investigation with respect to
Counterparty customary in scope for underwritten offerings of equity securities (in all cases of (A)-(E) above, as would be
usual and customary for offerings for companies of similar size and industry); provided that if Counterparty elects
clause (i) above but the items referred to therein are not completed in a timely manner, or if Dealer, in its 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 Section
8(d) shall apply at the election of Counterparty; (ii) in order to allow Dealer to sell the Hedge Shares in a private
placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary
for private placements of equity securities of similar size and industry, in form and substance commercially reasonably
satisfactory to Dealer, including customary representations, covenants, blue sky and other governmental filings and/or
registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of the Hedge Shares from
Dealer), and best efforts obligations to provide opinions and certificates and such other documentation as is customary for
private placements agreements for transactions of similar size and type, as is commercially reasonably acceptable to Dealer
(in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that are necessary, in its
good faith, commercially reasonable judgment, to compensate Dealer for any commercially reasonable discount from the public
market price of the Shares incurred on the sale of Hedge Shares in a private placement); 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 


 






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time(s),
commercially reasonably requested by Dealer. This Section 8(d) shall survive the termination, expiration or early unwind of
the Transaction.


 


(e)             
Repurchase and Conversion Rate Adjustment Notices. Counterparty shall, at least two Exchange Business Days prior
to any day on which Counterparty effects any repurchase of Shares or consummates or otherwise engages in any transaction or event
(a “Conversion Rate Adjustment Event”) that could reasonably be expected to lead to an increase in the “Conversion
Rate” (as defined in the Indenture), give Dealer a written notice of such repurchase or Conversion Rate Adjustment Event
(a “Repurchase Notice”) if, following such repurchase or Conversion Rate Adjustment Event, the Notice Percentage
would reasonably be expected to be (i) greater than 10.6% and (ii) greater by 0.5% than the Notice Percentage included in the
immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Notice Percentage
as of the date hereof). The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the
numerator of which is the Number of Shares plus the number of Shares underlying any other convertible bond hedge transactions
or similar call options sold by Dealer to Counterparty and the denominator of which is the number of Shares outstanding on such
day. In the event that Counterparty fails to provide Dealer with a Repurchase Notice on the day and in the manner specified in
this Section 8(e) then Counterparty agrees to indemnify and hold harmless Dealer, its affiliates and their respective directors,
officers, employees, agents and controlling persons (Dealer and each such person being an “Indemnified Party”)
from and against any and all commercially reasonable losses (including losses relating to the 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 this Transaction), claims, damages and liabilities (or actions in respect thereof), joint or several, to which
such Indemnified Party may become subject under applicable securities laws, including without limitation, Section 16 of the Exchange
Act or under any state or federal law, regulation or regulatory order, relating to or arising out of such failure. If for any
reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified
Party, then Counterparty shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified
Party as a result of such loss, claim, damage or liability. In addition, Counterparty will reimburse any Indemnified Party for
all commercially reasonable out-of-pocket expenses (including commercially reasonable counsel fees and expenses) as they are incurred
(after notice to Counterparty) in connection with the investigation of, preparation for or defense or settlement of any pending
or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto
and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of Counterparty. This indemnity
shall survive the completion of the Transaction contemplated by this Confirmation and any assignment and delegation of the Transaction
made pursuant to this Confirmation or the Agreement and shall inure to the benefit of any permitted assignee of Dealer.


 






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(f)              Transfer
and Assignment. Either party may transfer or assign any of its rights or obligations under the Transaction with the prior
written consent of the non-transferring party, such consent not to be unreasonably withheld or delayed; provided that
Dealer may transfer or assign without any consent of Counterparty its rights and obligations hereunder, in whole or in part,
to any person, or any person whose obligations would be guaranteed by a person, in either case, with a rating (i) for its
long-term, unsecured and unsubordinated indebtedness at least equivalent to Dealer’s (or its ultimate parent’s)
or (ii) that is no lower than A3 from Moody’s Investor Service, Inc. (or its successor) or A- from Standard and
Poor’s Rating Group, Inc. (or its successor); provided further that, at the time of such transfer or assignment
either (x) both the Dealer and transferee or assignee in any such transfer or assignment are a “dealer in
securities” within the meaning of Section 475(c) (1) of the Internal Revenue Code of 1986, as amended (the
 “Code”) or (y) the transfer or assignment does not result in a deemed exchange by Counterparty within the
meaning of Section 1001 of the Code. In the event of any such transfer or assignment, the transferee or assignee shall agree
that (i) Counterparty shall not be required to pay the transferee or assignee under Section 2(d)(i)(4) of the Agreement any
amount greater than the amount Counterparty would have been required to pay to Dealer in the absence of such transfer or
assignment and (ii) Counterparty shall not receive from the transferee or assignee any amount or number of Shares less than
it would have been entitled to receive in the absence of such transfer or assignment. If at any time at which (1) the Equity
Percentage exceeds 8.0% or (2) Dealer, Dealer Group (as defined below) or any person whose ownership position would be
aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer
Person”) under Section 203 of the Delaware General Corporation Law or other federal, state or local law, rule,
regulation or regulatory order or organizational documents or contracts of Counterparty 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 in excess of a number of Shares equal to (x) the number of Shares
that would give rise to reporting, registration, filing or notification obligations or other requirements (including
obtaining prior approval by a state or federal regulator, but excluding reporting obligations arising under Section 13 of the
Exchange Act as in effect on the Trade Date) of a Dealer Person under Applicable Restrictions and with respect to which such
requirements have not been met or the relevant approval has not been received, or that would have any other adverse effect on
a Dealer Person, under Applicable Restrictions minus (y) 1% of the number of Shares outstanding on the date of
determination (either such condition described in clause (1) or (2), an “Excess Ownership Position”),
Dealer, in its discretion, is unable to effect a transfer or assignment to a third party after its commercially reasonable
efforts on pricing and terms and within a time period reasonably acceptable to Dealer such that an Excess Ownership Position
no longer exists, Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the
 “Terminated Portion”) of the Transaction, such that an Excess Ownership Position would no longer exist
following the resulting partial termination of the Transaction (after taking into account commercially reasonable adjustments
to Dealer’s commercially reasonable Hedge Positions from such partial termination). In the event that Dealer so
designates an Early Termination Date with respect to a portion of the Transaction, a payment or delivery shall be made
pursuant to Section 6 of the Agreement or Section 8(c) of this Confirmation as if (i) an Early Termination Date had been
designated in respect of a Transaction having terms identical to the Terminated Portion of the Transaction, (ii) Counterparty
were the sole Affected Party with respect to such partial termination, (iii) such portion of the Transaction were the only
Terminated Transaction and (iv) Dealer were the party entitled to designate an Early Termination Date pursuant to Section
6(b) of the Agreement and to determine the amount payable pursuant to Section 6(e) of the Agreement. The “Equity
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 (collectively, “Dealer
Group”) 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. In the case of a transfer or assignment by Counterparty of its rights and obligations
hereunder and under the Agreement, in whole or in part (any such Options so transferred or assigned, the “Transfer
Options”), to any party, withholding of such consent by Dealer shall not be considered unreasonable if such
transfer or assignment does not meet the reasonable conditions that Dealer may impose including, but not limited, to the
following conditions:


 






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		(A)	With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant
to Section 8(e) or any obligations under Section 2 (regarding Extraordinary Events) or 8(d) 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
Code);



 


		(C)	Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including,
but not limited to, undertakings 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 by, and reasonably satisfactory to, Dealer;



 


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



 


		(E)	Dealer shall not, as a result of such transfer or assignment, receive from the transferee or assignee any amount or number
of Shares less than it would have been entitled to receive in the absence of such transfer or assignment;



 


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



 


		(G)	Without limiting the generality of clause (B), Counterparty shall have caused 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



 


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



 


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


 


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


 


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


 


(iii)         
if the Net Share Settlement terms set forth above were to apply on the Nominal Settlement Date, then the Net Share Settlement
terms 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.


 


(h)            
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.


 


(i)              
No Netting and 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, whether arising under the Agreement, under any other
agreement between parties hereto, by operation of law or otherwise.


 






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(j)              
Equity Rights. Dealer acknowledges and agrees that this Confirmation is not intended to convey to it rights with
respect to the Transaction that are senior to the claims of common stockholders in the event of Counterparty’s bankruptcy.
For the avoidance of doubt, the parties agree that the preceding sentence shall not apply at any time other than during Counterparty’s
bankruptcy to any claim arising as a result of a breach by Counterparty of any of its obligations under this Confirmation or the
Agreement. For the avoidance of doubt, the parties acknowledge that the obligations of Counterparty under this Confirmation are
not secured by any collateral that would otherwise secure the obligations of Counterparty herein under or pursuant to any other
agreement.


 


(k)             
Early Unwind. In the event the sale by Counterparty of the Base Convertible Securities is not consummated pursuant
to the Purchase Agreement for any reason by the close of business in New York on April 17, 2020 (or such later date as agreed
upon by the parties) (April 17, 2020 or such later date being the “Early Unwind Date”), the Transaction shall
automatically terminate (the “Early Unwind”) on the Early Unwind Date and the Transaction and all of the respective
rights and obligations of Dealer and Counterparty hereunder shall be cancelled and terminated. Following such termination and
cancellation, 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 either party arising out of, and to be performed in connection
with, the Transaction either prior to or after the Early Unwind Date. Dealer and Counterparty represent and acknowledge to the
other that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.


 


(l)              
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 in a commercially reasonable manner; (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 Price; (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
Price, each in a manner that may be adverse to Counterparty; and (E) the Transaction is a derivatives transaction in which it
has granted Dealer an option, and Dealer may purchase shares for its own account at an average price that may be greater than,
or less than, the price paid by Counterparty under the terms of the Transaction.


 


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


 


(n)            
Governing Law; Exclusive Jurisdiction; Waiver of Jury.


 


(i)           
THE AGREEMENT, THIS CONFIRMATION AND ALL MATTERS ARISING IN CONNECTION WITH THE AGREEMENT AND THIS CONFIRMATION SHALL
BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CHOICE
OF LAW DOCTRINE, OTHER THAN TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 


(ii)          
Section 13(b) of the Agreement is deleted in its entirety and replaced by the following:


 






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“Each party hereby irrevocably
and unconditionally submits for itself and its property in any suit, legal action or proceeding relating to this Confirmation or
the Agreement, or for recognition and enforcement of any judgment in respect thereof, (each, “Proceedings”) to the
exclusive jurisdiction of the Supreme Court of the State of New York, sitting in New York County, the courts of the United States
of America for the Southern District of New York and appellate courts from any thereof. Nothing in this Confirmation or the Agreement
precludes either party from bringing Proceedings in any other jurisdiction if (A) the courts of the State of New York or the United
States of America for the Southern District of New York lack jurisdiction over the parties or the subject matter of the Proceedings
or decline to accept the Proceedings on the grounds of lacking such jurisdiction; (B) the Proceedings are commenced by a party
for the purpose of enforcing against the other party’s property, assets or estate any decision or judgment rendered by any
court in which Proceedings may be brought as provided hereunder; (C) the Proceedings are commenced to appeal any such court’s
decision or judgment to any higher court with competent appellate jurisdiction over that court’s decisions or judgments if
that higher court is located outside the State of New York or Borough of Manhattan, such as a federal court of appeals or the U.S.
Supreme Court; or (D) any suit, action or proceeding has been commenced in another jurisdiction by or against the other party or
against its property, assets or estate and, in order to exercise or protect its rights, interests or remedies under this Confirmation
or the Agreement, the party (1) joins, files a claim, or takes any other action, in any such suit, action or proceeding, or (2)
otherwise commences any Proceeding in that other jurisdiction as the result of that other suit, action or proceeding having commenced
in that other jurisdiction.”


 


(iii)         
EACH OF COUNTERPARTY AND DEALER HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS CONFIRMATION OR THE AGREEMENT.


 


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


 


(p)            
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.


 


(q)            
Tax Matters. For purposes of Sections 4(a)(i) and (ii) of the Agreement, Counterparty agrees to deliver to Dealer,
upon request, one duly executed and completed United States Internal Revenue Service Form W-9 (or successor thereto). Dealer shall
provide to Counterparty one duly executed and completed United States Internal Revenue Service Form W-9 (or successor thereto),
upon reasonable request of Counterparty.


 


(r)             
Withholding Tax with Respect to Non-US Counterparties. “Indemnifiable Tax” as defined in Section 14
of the Agreement shall not include (i) any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through
1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to
Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental
agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”)
or (ii) any U.S. federal withholding tax imposed on amounts treated as dividends from sources within the United States under Section
871(m) of the Code (or any Treasury regulations or other guidance issued thereunder). 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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(s)             
Amendment to Equity Definitions.


 


(i)           
Solely in respect of adjustments to the Cap Price pursuant to Section 8(t):


 


		(1)	Section 11.2(e)(v) of the Equity Definitions is hereby amended by adding the phrase “, provided that, notwithstanding
this Section 11.2(e)(v), the parties hereto agree that, with respect to the Transaction, the following repurchases of
Shares by the Issuer or any of its subsidiaries shall not be considered Potential Adjustment Events: any repurchases of Shares
in open-market transactions at prevailing market prices or privately negotiated accelerated Share repurchase (or similar) transactions
that are entered into at prevailing market prices and in accordance with customary market terms for transactions of such type to
repurchase the Shares, in each case, to the extent that, after giving effect to such transactions, the aggregate number of Shares
repurchased during the term of the Transaction pursuant to all transactions described in this proviso would not exceed 20% of the
number of Shares outstanding as of the Trade Date, as determined by the Calculation Agent” at the end of such Section.



 


		(2)	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, in the commercially reasonable judgment of the Calculation Agent,
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 Counterparty’s own stock or (b) an observable index, other than an index calculated
and measured solely by reference to Counterparty’s own operations.”



 


		(3)	Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “25%”.



 


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


 


(t)              Other
Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in the Agreement, the Equity
Definitions or this Confirmation, 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, the Calculation Agent shall determine in good faith and in a
commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material economic effect on
the Transaction and, if so, shall, in its good faith and commercially reasonable discretion, adjust the Cap Price to preserve
the fair value of the Options 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; provided further that
any adjustment to the Cap Price made pursuant to this Section 8(t) shall be made without duplication of any other adjustment
hereunder). Solely for purposes of this Section 8(t), the terms “Potential Adjustment Event,” “Merger
Event,” and “Tender Offer” shall each have the meanings assigned to each such term in the Equity
Definitions (as amended by Section 8(s)(i)).


 


(u)             
Notice of Certain Other Events. (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 Securities 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.


 






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(v)            
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.


 


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


 


(i)           
 Dealer is (1) a “U.S. person” (as that term is used in Section 1.1441-4(a)(3)(ii) of the United States Treasury
Regulations) for United States federal income tax purposes and (2) an exempt recipient under Section 1.6049-4(c)(1)(ii) of the
United States Treasury Regulations. Its U.S. taxpayer identification number is 13-4994650.


 


(ii)          
 Counterparty is a corporation for U.S. federal income tax purposes and is organized under the laws of the United States.
It is “exempt” within the meaning of Treasury Regulation sections 1.6041-3(p) and 1.6049-4(c) from information reporting
on IRS Form 1099 and backup withholding.


 


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


 


(y)            
[Dealer Boilerplate].


 






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	 	Yours
    faithfully,
	 	 
	 	[Dealer]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


	Agreed
    and Accepted By:	 
	 	 
	COHERUS
    BIOSCIENCES, INC.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 






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