EX-10.1




 Exhibit 10.1 

[_________]1 
  

			
	 To:
	  	 Halozyme Therapeutics, Inc.

11388 Sorrento Valley Road
 San
Diego, CA 92121

		
	 From:
	  	 [__________]

		
	 Re:
	  	
[Base]2[Additional]3 Capped Call
Transaction

		
	 Ref. No:
	  	 [__________]4

		
	 Date:
	  	 [_______]


 Dear Ladies and Gentlemen: 

The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the
above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between [___________] (“Dealer”) and Halozyme Therapeutics, Inc. (“Counterparty”). This communication
constitutes a “Confirmation” as referred to in the ISDA Master 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”). In the event of any inconsistency
between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern and in the event of any inconsistency between terms defined in the Equity Definitions and this Confirmation, this Confirmation shall govern. 

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 ISDA 2002 Master Agreement as if Dealer and Counterparty had executed an agreement in such form
on the Trade Date (but without any Schedule except for (i) the election of the laws of the State of New York as the governing law (without reference to choice of law doctrine, [(ii) the election of an executed guarantee of [__________]
(“Guarantor”) dated as of the Trade Date in substantially the form attached hereto as Schedule 1 as a Credit Support Document, (iii) the election of Guarantor as Credit Support Provider in relation to Dealer and (iv)]5 [and (ii)] the election that the “Cross Default” provisions of Section 5(a)(vi) of the Agreement shall apply to Dealer, (a) with a Threshold Amount” of 3% of the
shareholders’ equity of Dealer on the Trade Date, (b) “Specified Indebtedness” having the meaning set forth in Section 14 of the Agreement, except that it shall not include any obligation in respect of deposits received in
the ordinary course of Dealer’s banking business, (c) the phrase “, or becoming capable at such time of being declared,” shall be deleted from clause (1) of such Section 5(a)(vi) of the Agreement, and (d) the
following sentence shall be added to the end of Section 5(a)(vi) of the Agreement: “Notwithstanding the foregoing, such provisions shall exclude any default that results solely from an error or omission of an administrative or operational
nature; (ii) funds were available to enable the relevant party to make payment when due; and (iii) 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 between this Confirmation and either the Definitions or the Agreement, this Confirmation shall govern. 

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 
  

	1 	 Include Dealer name, address and logo 



	2 	 Include for base call option. 



	3 	 Include for additional call option. 



	4 	 If applicable 



	5 	 Requested if Dealer is not the highest rated entity in group, typically from Parent.




  
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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” or “Specified Transaction” under, or otherwise governed by, such existing or
deemed ISDA Master Agreement, and the occurrence of an Event of Default, Termination Event or other event under this Transaction shall not, by itself, give rise to any right or obligation under any other ISDA Master Agreement or other agreement or
deemed 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:
	  	 [•]

		
	 Effective Date:
	  	 [•]

		
	 Components:
	  	 The Transaction will be divided into individual Components, each with the terms set forth in this Confirmation, and, in
particular, with the Number of Options and Expiration Date set forth in Annex A to this Confirmation. The exercise, valuation and settlement of the Transaction will be effected separately for each Component as if each Component were a separate
Transaction under the Agreement.

		
	 Option Style:
	  	 “European”, as described under “Procedures for Exercise” below.

		
	 Option Type:
	  	 Call

		
	 Seller:
	  	 Dealer

		
	 Buyer:
	  	 Counterparty

		
	 Shares:
	  	 The common stock of Counterparty, par value USD $0.001 (Ticker Symbol: “HALO”).

		
	 Number of Options:
	  	 For each Component, as provided in Annex A to this
Confirmation.6

		
	 Option Entitlement:
	  	 One Share Per Option

		
	 Strike Price:
	  	 USD [_____]

		
	 Cap Price:
	  	 USD [_____]; provided that in no event shall the Cap Price be reduced to an amount less than the Strike Price in
connection with any adjustment by the Calculation Agent under this Confirmation.

		
	 Number of Shares:
	  	 As of any date, a number of Shares equal to the product of (i) the Number of Options and (ii) the Option
Entitlement.


  

	6 	 For the base capped call, the total should be equal to (i) the number of Convertible Notes in principal
amount of $1,000 initially issued on the closing date for the Convertible Notes (excluding any Convertible Notes sold pursuant to the over-allotment option) multiplied by (ii) the initial conversion rate. For the additional
capped call, the total should be equal to (i) the number of additional Convertible Notes in principal amount of $1,000 multiplied by (ii) the initial conversion rate. 



  
 2 













			
	 Premium:
	  	 USD [_____] (Premium per Option approximately USD [_____]); Dealer and Counterparty hereby agree that notwithstanding
anything to the contrary herein or in the Agreement, following the payment of the Premium, in the event that (a) an Early Termination Date (whether as a result of an Event of Default or a Termination Event) (other than an Event of Default
arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement that is within the Counterparty’s control) occurs or is designated with respect to any Transaction and, as a result, Counterparty owes to Dealer the amount calculated under
Section 6(d) and Section 6(e) or otherwise under the Agreement (calculated as if the Transactions terminated on such Early Termination Date were the sole Transactions under the Agreement) or (b) Counterparty owes to Dealer, pursuant
to Sections 12.2, 12.3, 12.6, 12.7, 12.8 or 12.9 of the Equity Definitions or otherwise under the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero.

		
	 Premium Payment Date:
	  	 The Effective Date

		
	 Exchange:
	  	 Nasdaq Global Select Market

		
	 Related Exchange:
	  	 All Exchanges; provided that Section 1.26 of the Equity Definitions shall be amended to add the words
“United States” before the word “exchange” in the tenth line of such Section.

		
	 Procedures for Exercise:
	  	
		
	 Expiration Time:
	  	 The Valuation Time



  
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	 Expiration Date:
	  	 For any Component, as provided in Annex A to this Confirmation (or, if such date is not a Scheduled Valid Day, the next
following Scheduled Valid Day that is not already an Expiration Date for another Component); provided that if that date is a Disrupted Day, the Expiration Date for such Component shall be the first succeeding Scheduled Valid Day that is not a
Disrupted Day and is not or is not deemed to be an Expiration Date in respect of any other Component of the Transaction hereunder; and provided further that in no event shall the Expiration Date be postponed to a date later than the Final
Termination Date and, notwithstanding anything to the contrary in this Confirmation or the Equity Definitions, the Relevant Price for such Expiration Date that occurs on the Final Termination Date and is a Disrupted Day shall be the prevailing
market value per Share determined by the Calculation Agent in a good faith and commercially reasonable manner. Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any
Expiration Date, the Calculation Agent may determine in a good faith and commercially reasonable manner that such Expiration Date is a Disrupted Day only in part, in which case the Calculation Agent shall make commercially reasonable adjustments to
the Number of Options for the relevant Component for which such day shall be the Expiration Date, shall designate the Scheduled Valid Day determined in the manner described in the immediately preceding sentence as the Expiration Date for the
remaining Options for such Component and may determine the Relevant Price in a commercially reasonable manner based on transactions in the Shares on such Disrupted Day taking into account the nature and duration of such Market Disruption Event on
such day. Any Scheduled Valid Day on which, as of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be a Scheduled Valid Day; if a closure of the Exchange prior to its normal close of
trading on any Scheduled Valid Day is scheduled following the date hereof, then such Scheduled Valid Day shall be deemed to be a Disrupted Day in full. Section 6.6 of the Equity Definitions shall not apply to any Valuation Date occurring
on an Expiration Date.

		
	 Final Termination Date:
	  	 [__________]7

		
	 Automatic Exercise:
	  	 Applicable, and means that the Number of Options for the relevant Component will be deemed to be automatically exercised at
the Expiration Time on the Expiration Date for such Component if at such time such Component is In-the-Money, unless Buyer notifies Seller (in writing) prior to the
Expiration Time on such Expiration Date that it does not wish Automatic Exercise to occur with respect to such Component, in which case Automatic Exercise will not apply with respect to such Component. “In-the-Money” means, in respect of any Component, that the Relevant Price on the Expiration Date for such Component is greater than the Strike Price for such Component.

		
	 Valuation Time:
	  	 At the close of trading of the regular trading session on the Exchange; provided that if the principal trading
session is extended, the Calculation Agent shall determine the Valuation Time in a good faith and commercially reasonable manner.

		
	 Valuation Date:
	  	 For any Component, the Expiration Date therefor.



 

	7 	 To be 30 Scheduled Trading Days following the last scheduled Expiration Date. 



  
 4 













			
	 Market Disruption Event:
	  	 Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “during the one hour period that
ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be,” in clause (ii) thereof.
Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.

		
	 Settlement Terms:
	  	
		
	 Settlement Method Election:
	  	 Applicable; provided that (a) Section 7.1 of the Equity Definitions is hereby amended by replacing the term
“Physical Settlement” with the term “Net Share Settlement”, (b) Counterparty must make a single irrevocable election for all Components and (c) if Counterparty is electing Cash Settlement, such Settlement Method
Election would be effective only if Counterparty represents and warrants to Dealer in writing on the date of such Settlement Method Election that (i) Counterparty is not in possession of any material
non-public information regarding Counterparty or the Shares, and (ii) 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.
  
 Without limiting the generality of the foregoing,
Counterparty acknowledges its responsibilities under applicable securities laws, and in particular Sections 9 and 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations
promulgated thereunder in respect of such election.

		
	 Electing Party:
	  	 Counterparty

		
	 Settlement Method Election Date:
	  	 The second Scheduled Valid Day prior to the scheduled Expiration Date for the Component with the earliest scheduled
Expiration Date.

		
	 Default Settlement Method:
	  	 Net Share Settlement

		
	 Net Share Settlement:
	  	 With respect to any Component, if Net Share Settlement is applicable to the Options exercised or deemed exercised hereunder,
Dealer will deliver to Counterparty, on the relevant Settlement Date for each such component, a number of Shares (the “Net Share Settlement Amount”) equal to (i) the Daily Option Value on the Expiration Date of such Component
divided by (ii) the Relevant Price on such Expiration Date.
 Dealer will deliver cash in lieu of any fractional Shares to be
delivered with respect to any Net Share Settlement Share Amount valued at the Relevant Price for the Expiration Date of such Component.

		
	 Cash Settlement:
	  	 With respect to any Component, if Cash Settlement is applicable to the Options exercised or deemed exercised hereunder, in
lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the Settlement Date, an amount of cash (the “Cash Settlement Amount”) equal to the Daily Option Value on the Expiration Date of such
Component.



  
 5 













			
	 Daily Option Value:
	  	 For any Component, an amount equal to (i) the Number of Options in such Component, multiplied by (ii) the
Option Entitlement, multiplied by (iii) (A) the lesser of the Relevant Price on the Expiration Date of such Component and the Cap Price, minus (B) the Strike Price on such Expiration Day; provided that if the calculation
contained in clause (iii) above results in a negative number, the Daily Option Value for such Component shall be deemed to be zero. In no event will the Daily Option Value be less than zero.

		
	 Valid Day:
	  	 A day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on the
Exchange. If the Shares are not listed, quoted or traded on any U.S. securities exchange or any other market, “Valid Day” means a Business Day.

		
	 Scheduled Valid Day:
	  	 A day that is scheduled to be a Valid Day on the Exchange. If the Shares are not listed, quoted or traded on any U.S.
securities exchange or any other market, “Scheduled Valid Day” means a Business Day.

		
	 Business Day:
	  	 Any day other than a Saturday, a Sunday or other day on which banking institutions are authorized or required by law,
regulation or executive order to close or be closed in the State of New York.

		
	 Relevant Price:
	  	 On any Valid Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on
Bloomberg page “HALO <equity> AQR” (or its equivalent successor if such page is not available) (the “VWAP”) in respect of the period from the scheduled open of trading until the scheduled close of trading of the
primary trading session 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 substantially similar to the method for determining the VWAP). The Relevant Price will be determined without regard to after-hours trading or any other trading outside of the regular
trading session trading hours.

		
	 Settlement Date:
	  	 For all Components of the Transaction, the date one Settlement Cycle immediately following the Expiration Date for the
Component with the latest scheduled Expiration Date.

		
	 Settlement Currency:
	  	 USD

		
	 Other Applicable Provisions:
	  	 The provisions of Sections 9.1(c), 9.8, 9.9 and 9.11 of the Equity Definitions will be applicable, except that all
references in such provisions to “Physically-settled” shall be read as references to “Net Share Settlement.”

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



  
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	 Adjustments:
	  	
		
	 Method of Adjustment:
	  	 Calculation Agent Adjustment; provided that the parties agree that (x) open market Share repurchases at
prevailing market price; (y) Share repurchases through a dealer pursuant to accelerated share repurchases, forward contracts or similar transactions (including, without limitation, any discount to average VWAP prices) that are entered into at
prevailing market prices and in accordance with customary market terms for transactions of such type to repurchase the Shares; and (z) the issuance of stock options, performance stock units or restricted stock units in or relating to the Shares
to directors, officers, consultants and employees of the Counterparty consistent with past practice or as otherwise publicly disclosed prior to the Trade Date in reports filed with the Securities and Exchange Commission (the “SEC”)
shall not be considered Potential Adjustment Events so long as, in the case of clauses (x) and (y), (i) the aggregate number of Shares repurchased during any twelve-month period during the term of the Transaction pursuant to all such
transactions would not exceed 12% of the number of Shares outstanding as of the beginning of such 12-month period, each as determined by the Calculation Agent and as adjusted by the Calculation Agent in a
commercially reasonable manner to account for any subdivision or combination with respect to the Shares and (ii) in the case of any accelerated share repurchase or other structured share repurchases, the aggregate prepayment amount, notional
amount or other similar amount (each howsoever defined) for any such transactions at any one time outstanding does not exceed 10% of the

market capitalization of Counterparty immediately prior to the entry into such transaction, as commercially reasonably determined by the
Calculation Agent.

		
	 Extraordinary Events:
	  	
		
	 New Shares:
	  	 In the definition of New Shares in Section 12.1(i) of the Equity Definitions, (a) the text in clause
(i) thereof shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of The New York Stock Exchange, The NASDAQ Global Market or The NASDAQ Global Select Market (or their respective successors),”
and (b) the following phrase shall be inserted immediately prior to the period: “and (iii) of a corporation organized under the laws of the United States, any State thereof or the District of Columbia that (x) also becomes the
Counterparty under the Transaction or (y) agrees to be subject to Sections 8(d) and 8(e) of the Confirmation governing the Transaction, in either case, following such Merger Event or Tender Offer”.

		
	 Merger Events:
	  	 Applicable

		
	 Consequences of Merger Events:
	  	
		
	 (a)
Share-for-Share:
	  	 Modified Calculation Agent Adjustment

		
	 (b)
Share-for-Other:
	  	 Cancellation and Payment (Calculation Agent Determination)

		
	 (c)
Share-for-Combined:
	  	 Cancellation and Payment (Calculation Agent Determination); provided that the Calculation Agent may elect Component
Adjustment for all or part of the Transaction



  
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	 Tender Offer:
	  	 Applicable; provided that the definition of “Tender Offer” in Section 12.1(d) of the Equity
Definitions will be amended by replacing the phrase “greater than 10% and less than 100% of the outstanding voting shares of the Counterparty” in the third and fourth line thereof with “greater than 20% and less than 100% of the
outstanding voting Shares of the Counterparty”.

		
	 Consequences of Tender Offers:
	  	
		
	 (a)
Share-for-Share:
	  	 Modified Calculation Agent Adjustment

		
	 (b)
Share-for-Other:
	  	 Modified Calculation Agent Adjustment

		
	 (c)
Share-for-Combined:
	  	 Modified Calculation Agent Adjustment

		
	 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” in the definition of Modified Calculation Agent Adjustment set forth in Section 12.3(d), (y) the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the
spread)” in the third and fourth lines of the definition of Modified Calculation Agent Adjustment set forth in Section 12.3(d) 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 in good faith 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 a commercially reasonable manner, determine whether the relevant Announcement Event has had a material economic effect on
the Transaction and, if so, shall adjust the Cap Price accordingly to take into account such 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 shall not be duplicative with
any other adjustment or cancellation valuation made pursuant to this Confirmation, the Equity Definitions or the Agreement and (ii) in making any adjustment the Calculation Agent shall solely take into account changes in stock price,
volatility, expected dividends, stock loan rate, and liquidity relevant to the Shares or to such Transaction). An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the
Equity Definitions is applicable; provided further that upon the Calculation Agent making an adjustment, determined in a commercially reasonable manner, to the Cap Price upon any Announcement Event, then the Calculation Agent shall make an
adjustment to the Cap Price upon any announcement regarding the same event that gave rise to the original Announcement Event regarding the abandonment of any such event to the extent necessary to reflect the economic effect of such subsequent
announcement on the Transaction (provided that in no event shall the Cap Price be less than the Strike Price).

		
	 Announcement Event:
	  	 (i) The public announcement (whether by Counterparty or a Valid Third Party Entity) of any transaction or event that is
reasonably likely



  
 8 













			
		  	 to be completed and, if completed, Merger Event or Tender Offer, or the announcement by Counterparty of any intention to
enter into a Merger Event or Tender Offer, it being understood and agreed that in determining whether such transaction or event is reasonably likely to be completed, the Calculation Agent shall take into consideration the effect of the relevant
announcement on the Shares and/or options relating to the Shares and, if such effect is material, shall deem such transaction or event to be reasonably likely to be completed), (ii) the public announcement (whether by Counterparty or a Valid Third
Party Entity) of any potential acquisition or disposition by Counterparty and/or its subsidiaries where the consideration exceeds 35% of the market capitalization of the Counterparty as of the date of such announcement (an “Acquisition
Transaction”), (iii) the public announcement (whether by Counterparty or a Valid Third Party Entity) of an intention by Counterparty or such Valid Third Party Entity to solicit or enter into, or to explore strategic alternatives or other
similar undertaking that may include, a Merger Event, Tender Offer or Acquisition Transaction, or (iv) any subsequent public announcement (whether by Counterparty 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), (ii) or (iii) of this sentence (including, without limitation, a new announcement 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); provided that, 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.

		
	 Valid Third Party Entity:
	  	 In respect of any transaction any third party that has an intent to enter into or consummate such transaction whose
announcement is reasonably determined by the Calculation Agent to have had a material economic effect (as reasonably determined by the Calculation Agent) on the Shares and/or options on the Shares.

		
	 Notice of Merger Consideration and Consequences:
	  	 Upon the occurrence 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), Counterparty shall reasonably promptly (but in any event prior to the relevant Merger Date) notify the Calculation Agent of (i) the type and amount of
consideration that a holder of Shares would have been entitled to in the case of reclassifications, consolidations, mergers, sales or transfers of assets or other transactions that cause Shares to be converted into the right to receive more than a
single type of consideration and (ii) the weighted average of the types and amounts of consideration to be received by the holders of Shares that affirmatively make such an election.

		
	 Nationalization, Insolvency or Delisting:
	  	 Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of
Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the 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.



  
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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 interpretation”, (ii) by adding the phrase “and/or type of Hedge Position that would be entered into by a
commercially reasonable dealer” 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 assuming the dealer maintains a commercially reasonable hedge position.”

		
	 (b) Failure to Deliver:
	  	 Applicable

		
	 (c) Insolvency Filing:
	  	 Applicable

		
	 (d) Hedging Disruption:
	  	 Applicable; provided that (i) 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”; and (ii) Section 12.9(b)(v) of the Equity Definitions
is hereby amended by inserting the following at the end thereof: “it shall not be a Hedging Disruption if such inability occurs solely due to the deterioration of the creditworthiness of the Hedging Party.”

		
	 (e) Increased Cost of Hedging:
	  	 Not Applicable

		
	 Hedging Party:
	  	 Dealer; provided that, when making any determination or calculation as “Hedging Party,” Dealer shall be
bound by the same obligations relating to required acts of the Calculation Agent as set forth in Section 1.40 of the Equity Definitions and this Confirmation as if Determining Party were the Calculation Agent (except, for the avoidance of
doubt, the proviso to the first paragraph of Section 3).

		
	 Determining Party:
	  	 For all applicable Extraordinary Events, Dealer; provided that, when making any determination or calculation as
“Determining Party,” Dealer shall be bound by the same obligations relating to required acts of the Calculation Agent as set forth in Section 1.40 of the Equity Definitions and this Confirmation as if Determining Party were the
Calculation Agent.
 Following any determination or calculation by Determining Party hereunder, upon a written request by Counterparty,
Determining Party will promptly (but in any event within five Scheduled Trading Days) provide to Counterparty in writing a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the
basis for such determination or calculation (including any assumptions used in making such determination or calculation), it being understood that in no event will Determining Party be obligated to share with Counterparty any proprietary or
confidential data or information or any proprietary or confidential models used by it in making such determination or calculation or any information that is subject to an obligation not to disclose such information.

		
	 Non-Reliance:
	  	 Applicable

		
	 Agreements and Acknowledgments Regarding Hedging Activities:
	  	 Applicable



  
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	 Additional Acknowledgments:
	  	 Applicable

		
	 3. Calculation Agent:
	  	 Dealer; provided that, following the occurrence and during the continuance of an Event of Default pursuant to
Section 5(a)(vii) of the Agreement with respect to which Dealer is the sole Defaulting Party, Counterparty shall have the right to designate a nationally recognized third party dealer in over-the-counter corporate equity derivatives to replace Dealer as the Calculation Agent, and the parties shall work in good faith to execute any appropriate documentation required by such replacement
Calculation Agent.

		
		  	 All calculations and determinations by the Calculation Agent shall be made in good faith and in a commercially reasonable
manner.

		
		  	 Following any adjustment, determination or calculation by the Calculation Agent hereunder, upon a written request by
Counterparty (which may be by e-mail), the Calculation Agent will promptly (but in any event within five Scheduled Trading Days) provide to Counterparty in writing a report (in a commonly used file format for
the storage and manipulation of financial data) displaying in reasonable detail the basis for such adjustment, determination or calculation (including any assumptions used in making such adjustment, determination or calculation), it being understood
that in no event will the Calculation Agent be obligated to share with Counterparty any proprietary or confidential data or information or any proprietary or confidential models used by it in making such adjustment, determination or calculation or
any information that is subject to an obligation not to disclose such information.


 4. Account Details: 

Dealer Payment Instructions: 
  

			
	 [Bank:]
	  	 [_________]

	 [SWIFT:]
	  	 [_________]

	 [Bank Routing:]
	  	 [_________]

	 [Acct Name:]
	  	 [_________]

	 [Acct No.:]
	  	 [_________]



 Counterparty Payment Instructions: To be advised. 

5. Offices: 

The Office of Dealer for the Transaction is: [New York, New York] 

The Office of Counterparty for the Transaction is: San Diego, California. 

6. Notices: For purposes of this Confirmation: 

(a) Address for notices or communications to Counterparty: 

To:
                        Halozyme Therapeutics, Inc. 

			
	 11388 Sorrento Valley Road

	 San Diego, CA 92121

	 Attention:
	  	 [____________]

	 Telephone:
	  	 [____________]

	 Email:
	  	 [____________]



 (b) Address for notices or communications to Dealer: 

  
 11 












 
			
	 To:
	  	 [____________]

		
	 Attention:
	  	 [____________]

	 Telephone:
	  	 [____________]

	 Email:
	  	 [____________]

	
	 With a copy to:

		
	 To:
	  	 [____________]

		
	 Attention:
	  	 [____________]

	 Telephone:
	  	 [____________]

	 Email:
	  	 [____________]



 For the avoidance of doubt, any notice or other communication delivered by electronic
messaging system, e-mail or facsimile transmission shall be deemed to be “in writing.” 

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) none of Counterparty and its officers and directors is aware of any material non-public information regarding Counterparty or the Shares, and (B) all reports and other documents filed by
Counterparty with the SEC pursuant to 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) On the Trade Date, (A) the Shares or securities that are convertible into, or exchangeable or
exercisable for Shares, are not, and shall not be, subject to a “restricted period,” as such term is defined in Regulation M under the Exchange Act (“Regulation M”), and (B) Counterparty is not engaged in any
“distribution,” as such term is defined in Regulation M, other than a distribution meeting the requirements of the exceptions set forth in Rules 101(b)(10) and 102(b)(7) or Rule 102(c)(1)(i) of Regulation M. 

(iii) On the Trade Date, neither Counterparty nor any “affiliate” or “affiliated purchaser”
(each as defined in Rule 10b-18 of the Exchange Act (“Rule 10b-18”)) shall directly or indirectly (including, without limitation, by means of any
cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial
interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares[, except for the transactions described in [___] of the Offering Memorandum]. 

(iv) 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). 
 (v) 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. 

(vi) Prior to the Trade Date, Counterparty shall deliver to Dealer a resolution of Counterparty’s board of
directors authorizing the Transaction. 
 (vii) Counterparty is not entering into this Confirmation to create
actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate the price of the 

  
 12 












 
Shares (or any security convertible into or exchangeable for Shares) or otherwise in violation of the Exchange Act. 

(viii) 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. 

(ix) On each of the Trade Date, the Premium Payment Date and immediately after giving effect to Transaction on
the Premium Payment Date, (A) the present fair market value (or present fair saleable value) of the total assets of Counterparty is not less than the total amount required to pay the probable total liabilities (including contingent liabilities)
of Counterparty as they mature and become absolute, (B) the capital of Counterparty is adequate to conduct its business in the manner described in the offering memorandum relating to the sale of the Convertible Notes and to enter into the
transaction, (C) Counterparty has the ability to pay its debts and obligations as such debts mature, (D) Counterparty is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of
the United States Code) (the “Bankruptcy Code”)) and (E) Counterparty would be able to purchase the aggregate Number of Shares for the Transaction in compliance with the laws of the jurisdiction of Counterparty’s
incorporation. 
 (x) To Counterparty’s knowledge, no U.S. state or local law, rule, regulation or
regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its
affiliates owning or holding (however defined) Shares; provided that no such representation shall be made by Counterparty with respect to any rules and regulations applicable to Dealer (including FINRA) arising from Dealer’s status as a
regulated entity under applicable law. 
 (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, (C) has total assets of at least USD 50 million as of the date hereof. 

(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. 
 (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, 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,” “swap
participant” and “financial participant” within the meaning of Sections 101(22), 101(53C) and 101(22A) of the Bankruptcy Code. The parties hereto further agree and acknowledge (A) that this Confirmation is (i) 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 (ii) a “swap
agreement,” as such term is defined in Section 101(53B) 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 “transfer” within the meaning of Section 546 of the Bankruptcy Code, and (B) 

  
 13 












 
that Dealer is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 548(d)(2), 555, 560 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 Effective Date and reasonably acceptable to Dealer in form and substance, with respect to the matters set forth in Section 3(a)(i), (ii), (iii), (iv) and (v) of the Agreement and Section 7(a)(viii)
hereof. 
 (f) Counterparty understands that notwithstanding any other relationship between Counterparty and Dealer and its
affiliates, in connection with the 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. 

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

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

8. Other Provisions: 

(a) Right to Extend. Dealer may divide any Component into additional Components and designate the Expiration Date
and the Number of Options for each such Component if (x) Dealer determines, in good faith and a commercially reasonable manner, that such further division would be necessary or advisable to preserve Dealer’s commercially reasonable hedging
or hedge unwind activity with respect to the Transaction in light of existing liquidity conditions (but only if there is a material decrease in liquidity relative to the Trade Date in the cash market, the stock loan market or other market) or
(y) Dealer determines, based on the advice of counsel, that such further division would be necessary or advisable to enable such Dealer to purchase or sell Shares or enter into swap or other derivatives transactions with respect to Shares in
connection with its hedging, hedge unwind or settlement activity with respect to the Transaction in a manner that would, if such Dealer were Counterparty or an affiliated purchaser of Counterparty, be compliant and consistent with applicable legal,
regulatory or self-regulatory requirements generally applicable to transactions of the type of the Transaction; provided that in no event shall any Expiration Date for any Component be postponed to a date later than the Final Termination
Date.  
 (b) Repurchase Events. Promptly (but in any event within ten Scheduled Trading Days) following
any Repurchase Event, Counterparty may notify Dealer in writing of such repurchase and the number of Convertible Notes so repurchased and cancelled (any such notice, a “Repurchase Notice”). Notwithstanding anything to the contrary
in this Confirmation, the receipt by Dealer from Counterparty of (x) any Repurchase Notice, within the applicable time period set forth in the preceding sentence, (y) a written representation and warranty by Counterparty that, as of the
date of such Repurchase Notice, Counterparty is not in possession of any material non-public information regarding Counterparty or the Shares, and (z) a written representation and warranty by Counterparty
that the aggregate Repurchase Options, together with any options being terminated concurrently under other capped call transactions entered into in connection with the issuance of the Convertible Notes, will not exceed the number of Shares
underlying the Convertible Notes specified in such Repurchase Notice divided by the Option Entitlement, an Early Termination Date shall be designated, as provided in this paragraph. Upon receipt of any such Repurchase Notice and the related
written representation and warranty, Dealer shall promptly designate an Exchange Business Day following receipt of such Repurchase Notice 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 Shares specified by the Company in the Repurchase Notice (which shall not exceed the Number of Options) underlying the number of Convertible Notes
specified in such Repurchase Notice, divided by the Option Entitlement 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 on a pro rata basis across all Components, as determined by the Calculation Agent. 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 on the basis of an Additional Termination Event having occurred in respect of a hypothetical transaction having terms identical to this Transaction but 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. 

  
 14 












 “Repurchase Event” means the redemption, repurchase or,
prior to the Free Convertibility Date, conversion of the Counterparty’s [__]% Convertible Senior Notes due 2028 (the “Convertible Notes”) issued pursuant to the Counterparty’s indenture (the “Indenture”)
[to be]8 dated [•] between the Counterparty and The Bank of New York Mellon Trust Company, N.A., as trustee, including without limitation pursuant to Article [•] of the Indenture in
connection with a “Fundamental Change” (as defined in the Indenture) or Article [•] of the Indenture in connection with an “Optional Redemption” (as defined in the Indenture), whether such redemption, repurchase or
conversion occurs pursuant to the Indenture or otherwise.  
 “Free Convertibility Date” means
February 15, 2028. 
 (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, which Event of Default or Termination
Event resulted from an event or events within the Counterparty’s control), and if Dealer would owe any amount to Counterparty pursuant to Section 6(d)(ii) and 6(e) of the Agreement or any Cancellation Amount pursuant to Article 12 of the
Equity Definitions (any such amount, a “Payment Obligation”), then Dealer shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below) unless (a) Counterparty gives irrevocable telephonic
notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early
Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall not apply, (b) 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 commercially reasonable discretion, to such election, in which case the provisions of Section 12.7 or Section 12.9 of the Equity Definitions, or the provisions of Section 6(d)(ii) and 6(e) of the
Agreement, as the case may be, shall apply. 
  

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

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

		
	 Share Termination Unit Price:
	  	 The value of property contained in one Share Termination Delivery Unit, as determined by the Calculation Agent in its
discretion by commercially reasonable means and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation. For the avoidance of doubt, the parties agree that in determining the Share Termination Delivery Unit
Price the Calculation Agent may consider a variety of factors, including the market price of the Share Termination Delivery Units and/or the



  
 15 













			
		  	 purchase price paid in connection with the commercially reasonable purchase of Share Termination Delivery
Property.

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

		
	 Failure to Deliver:
	  	 Applicable

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


 (d) Disposition of Hedge Shares. Counterparty hereby agrees that if, in the good
faith reasonable judgment of Dealer, based on the advice of legal counsel, the Shares acquired by Dealer for the purpose of hedging its obligations pursuant to the Transaction (the “Hedge Shares”) cannot be sold in the U.S.
public market by Dealer without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Dealer to sell the Hedge Shares in a registered offering, use its commercially reasonable efforts to 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 for companies of a similar size in a similar industry, (B) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities for companies of a
similar size in a similar industry, (C) provide disclosure opinions of nationally recognized outside counsel to Counterparty in customary form for registered offerings of equity securities for companies of a similar size in a similar industry,
(D) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities for companies of a similar size in a similar industry and (E) afford Dealer a reasonable opportunity
to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities for companies of a similar size in a similar industry; provided, however, that, if
Counterparty elects clause (i) above but Dealer, in its commercially 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 companies of a similar size in a similar industry, in form and substance commercially reasonably
satisfactory to Dealer using reasonable best efforts to include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of
the Hedge Shares from Dealer), opinions and certificates and such other documentation as is customary for private placements agreements of equity securities of companies of a similar size in a similar industry, as is reasonably acceptable to Dealer
(in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that are necessary, in its good faith and commercially reasonable judgment, to compensate Dealer for any customary liquidity discount from the public
market price of the Shares incurred on the sale of Hedge Shares in a private placement); or (iii) purchase the Hedge Shares from Dealer at the then-prevailing market price at one or more times on such Exchange Business Days, and in the amounts,
requested by Dealer. 

  
 16 












 (e) Repurchase Notices. Counterparty shall, at least one
Scheduled Valid Day prior to any day on which Counterparty intends to effect any repurchase of Shares, give Dealer written notice of such repurchase (a “Repurchase Notice”) on such day if, following such repurchase, the Notice
Percentage would reasonably be expected to be (i) greater than [__]9% 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 aggregate
Number of Shares, plus the aggregate number of Shares underlying any other 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 hedging activities as a consequence of
becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the
Transaction), claims, damages 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 U.S. state or federal law, regulation or regulatory order, in each case 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 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, in each case relating to or arising out of such failure. 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 shall inure to the benefit of any permitted assignee of Dealer. Counterparty will not be liable under this indemnity provision to the extent any loss, claim, damage, liability or expense is found in a final
judgment by a court to have resulted from Dealer’s gross negligence or willful misconduct. 
 (f) Transfer and
Assignment. 
 (i) Counterparty shall have the right to transfer or assign its rights and obligations
hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may
impose, including but not limited, to the following conditions: 
  

	 	(A)	 With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification
obligations pursuant to Section 8(e) or any obligations under (x) Section 8(d) of this Confirmation or (y) in respect of any Extraordinary Event occurring prior to such transfer; 



 

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


  

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



 

	 	(D)	 Dealer will not, as a result of such transfer and assignment, be required to pay the transferee on any
payment date an amount under Section 2(d)(i)(4) of the Agreement 


  

	9 	 To be 0.5% higher than the number of Shares underlying the call option transactions with the Issuer of the
Dealer with the highest percentage allocation of the capped call. 



  
 17 













	 	 
greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment; 



 

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


  

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



  

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


 (ii) Dealer may,
without Counterparty’s consent, transfer or assign all, but not less than all, of its rights or obligations under the Transaction to any Affiliate or branch of Dealer that (i) is a nationally recognized dealer in equity derivatives similar
to the Transaction and (ii) has a long-term issuer rating that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment if the following conditions are satisfied (the “Transfer
Conditions”): (1) the transferee agrees in writing with Dealer to be bound by the terms of this Confirmation with respect to the transferred obligations; (2) as of the date of such transfer, and giving effect thereto, the transferee
will not be required to withhold or deduct on account of Tax from any payments under the Agreement or will be required to gross up for such Tax under Section 2(d)(i)(4) of the Agreement; (3) as of the date of such transfer, and giving
effect thereto, Counterparty will not be required to gross up for such Tax under Section 2(d)(i)(4) of the Agreement; (4) no Event of Default where Dealer is the Defaulting Party or Termination Event where Dealer is the sole Affected Party
has occurred and is continuing at the time of the transfer, and no Event of Default or Termination Event will occur with respect to Counterparty, Dealer or the transferee as a result of such transfer; (5) if to a transferee incorporated or
organized in a jurisdiction other than the United States or United Kingdom, after giving effect to such transfer, no material adverse legal or regulatory consequence shall result to Dealer, Counterparty or the transferee as a result of such
transfer; [and] (6) Dealer shall have provided prompt written notice to Counterparty of such transfer[; and (7) the Guarantor agrees to guarantee any obligations of the transferee hereunder]. Dealer may, with Counterparty’s
consent, transfer or assign all or any part of its rights or obligations under the Transaction to any other third party, such consent not to be unreasonably withheld or delayed. If at any time at which (A) the Section 16 Percentage exceeds
9.0%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer
is unable after using its commercially reasonable efforts to effect a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that no Excess
Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no
Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early
Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (2) Counterparty were the sole Affected Party
with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 8(c) shall apply to any amount that is payable by Dealer to Counterparty
pursuant to this sentence as if Counterparty was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of
Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of
Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the
equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The
“Option Equity Percentage” as of any day is the fraction, expressed as a 

  
 18 












 
percentage, (A) the numerator of which is the sum of (1) the product of the Number of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other
call option transaction sold by Dealer to Counterparty, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose
ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each
case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable
Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that would give rise to reporting or registration
obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or would result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable
discretion, minus (B) 1% of the number of Shares outstanding. 
 (iii) Notwithstanding any other
provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Counterparty, Dealer may designate any of its
affiliates to purchase, sell, receive or deliver such Shares or other securities, or to make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such
obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance, but shall not be discharged to the extent of any failure to perform any designated or delegated obligation of Dealer under this
Confirmation. 
 (g) Staggered Settlement. If upon the advice of counsel with respect to applicable legal and
regulatory requirements, including any requirements relating to Dealer’s commercially reasonable hedging activities hereunder, Dealer determines reasonably and in good faith that it would have a legal or regulatory concern if it were to
deliver, or to acquire Shares to deliver, any or all of Shares required to be delivered to Counterparty hereunder on any Settlement Date, then Dealer may, acting in good faith and in a commercially reasonable manner, by notice to Counterparty prior
to such Settlement Date (a “Nominal Settlement Date”), elect to deliver any Shares due to be delivered on two or more dates (each, a “Staggered Settlement Date”) or at two or more times on the Nominal 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 the 20th Exchange Business Day after such Nominal Settlement Date) or delivery times and how it will allocate the Shares it is required to deliver
hereunder on the Settlement Date among the Staggered Settlement Dates or delivery times; and 
 (ii) the
aggregate number of Shares that Dealer will deliver to Counterparty hereunder on all such Staggered Settlement Dates and delivery times will equal the number of Shares that Dealer would otherwise be required to deliver on such Nominal Settlement
Date; provided that in no event shall any Staggered Settlement Date be a date later than the Final Termination Date. 

(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. 
 (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 

  
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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 of the [“Firm Securities”]10 [“Optional Securities”]11 (as defined in the Purchase Agreement dated as of [•], between Counterparty and [_________], [_________]
and [_________], as representative of the Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Initial Purchasers for any reason by 5:00 p.m. (New York City time) on the third Business Day
following the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early
Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released
and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to
or after the Early Unwind Date. Each of Dealer and Counterparty represents and acknowledges to the other that, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. 

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

(ii) for the purpose of any adjustment under Section 11.2(c) of the Equity Definitions, the first sentence
of Section 11.2(c) of the Equity Definitions, prior to clause (A) thereof, is hereby amended to read as follows: “If “Calculation Agent Adjustment” is specified as the Method of Adjustment in the related Confirmation of a
Share Option Transaction, then following the announcement or occurrence of any Potential Adjustment Event, the Calculation Agent will determine whether such Potential Adjustment Event has, in the commercially reasonable judgment of the Calculation
Agent, a material economic effect on the theoretical value of the relevant Shares or options on the Shares (provided that such event is not based on (x) an observable market, other than the market for Counterparty’s own stock or
(y) an observable index, other than an index calculated and measured solely by reference to Counterparty’s own operations) and, if so, will (i) make appropriate adjustment(s), if any, determined in a commercially reasonable manner, to
any one or more of:”, and the portion of such sentence immediately preceding clause (ii) thereof is hereby amended by deleting the words “diluting or concentrative” and the words “(provided that no adjustments will be
made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing such latter phrase with the words “(provided that solely in the case of
Section 11.2(e)(i), (ii)(A) and (iv), such adjustments will be made solely to account for the dilutive or concentrative effect of such event on the relevant Shares as determined by the Calculation Agent in a commercially reasonable manner, but.
for the avoidance of doubt, solely in the case of Sections 11.2(e)(ii)(B) through (D), (iii), (v), (vi) and (vii), adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the
relevant Shares)”; 
 (iii) Section 11.2(a) of the Equity Definitions is hereby amended by
(1) deleting the words “in the determination of the Calculation Agent, a diluting or concentrative effect on the theoretical value of the relevant Shares” and replacing these words with “in the commercially reasonable judgment of
the Calculation Agent, a material economic effect on the theoretical value of the Shares or options on such Shares”; and (2) adding at the end thereof “; provided that such event is not based on (i) an observable 

 

	10 	 Insert for Base Call Option Confirmation. 



	11 	 Insert for Additional Call Option Confirmation. 



  
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market, other than the market for Counterparty’s own stock or (ii) an observable index, other than an index calculated and measured solely by reference to Counterparty’s own
operations”; 
 (iv) Section 11.2(e)(vii) of the Equity Definitions is hereby amended and restated
as follows: “any other corporate event involving the Issuer that in the commercially reasonable judgment of the Calculation Agent has a material economic effect on the theoretical value of the Shares or options on the Shares; provided
that such corporate event involving the Issuer is not based on (a) an observable market, other than the market for Counterparty’s own stock or (b) an observable index, other than an index calculated and measured solely by reference to
Counterparty’s own operations.”; and 
 (v) Section 12.7(b) of the Equity Definitions is
hereby amended by deleting the words “(and in any event within five Exchange Business Days) by the parties after” appearing after the words “agreed promptly” and replacing with the words “by the parties on or prior to”.

 (n) Governing Law. THE AGREEMENT, THIS CONFIRMATION AND ALL MATTERS ARISING IN CONNECTION WITH THE
AGREEMENT AND THIS CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CHOICE OF LAW DOCTRINE, OTHER THAN TITLE 14 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT, THIS CONFIRMATION
OR ANY TRANSACTIONS CONTEMPLATED HEREBY. 
 (o) Adjustments. For the avoidance of doubt, whenever the
Calculation Agent or Determining Party is called upon to make an adjustment or determination of any amount pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent or
Determining Party shall make such adjustment by reference to the effect of such event on the Hedging Party, assuming that the Hedging Party maintains a commercially reasonable Hedge Position relating to the Transaction. 

(p) Delivery or Receipt of Cash. For the avoidance of doubt, other than payment of the Premium by Counterparty,
nothing in this Confirmation shall be interpreted as requiring Counterparty to cash settle the Transaction, except in circumstances where cash settlement is within Counterparty’s control (including, without limitation, where Counterparty elects
to deliver or receive cash) or in those circumstances in which holders of Shares would also receive cash. 
 (q) Waiver
of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT, THIS CONFIRMATION OR ANY TRANSACTIONS CONTEMPLATED HEREBY.  

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

(t) Tax Matters. For the purpose of Sections 4(a)(i) and (ii) of the Agreement, Counterparty agrees to deliver to
Dealer one duly executed and completed United States Internal Revenue Service Form W-9 (or successor thereto) and Dealer agrees to deliver to Counterparty, as applicable, a U.S. Internal Revenue Service Form W-8 or Form W-9 (or successor thereto). Such forms or documents shall be delivered upon (i) execution of this Confirmation, (ii) Counterparty or Dealer, as
applicable, learning that any such tax form previously provided by it has become obsolete or incorrect, and (iii) reasonable request of the other party. 

(u) Payee Tax Representation.  

(i) For the purpose of Section 3(f) of the Agreement, Counterparty makes the representations below: 

Counterparty is a corporation organized under the laws of the State of Delaware. 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. 

  
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 (ii) For the purpose of Section 3(f) of the Agreement,
Dealer makes the representations below: 
 [Dealer is a U.S. person (as that term is defined in Section 7701(a)(30) and
used in Section 1.1441-4(a)(3)(ii) of the Treasury Regulations) for U.S. federal income tax purposes and 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.] 

(v) Withholding Tax imposed on payments to non-US counterparties under the United
States Foreign Account Tax Compliance Act. “Indemnifiable Tax”, as defined in Section 14 of the Agreement, shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the
Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any
intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is
required by applicable law for the purposes of Section 2(d) of the Agreement. 
 (w) HIRE Act. The
parties agree that the definitions and provisions contained in the 2015 Section 871(m) Protocol as published by the International Swaps and Derivatives Association, Inc. are incorporated into and apply to the Agreement as if set forth in full
herein. 
 (x) Agreements and Acknowledgements Regarding Hedging. Counterparty understands, acknowledges
and agrees that: (A) at any time on or prior to the final Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in
order to adjust its hedge position with respect to the Transaction; (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction; (C) Dealer shall
make its own determination as to whether, when or in what manner any hedging or market activities in securities of the Issuer shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to
the Relevant Prices; and (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Relevant Prices, each in a manner that may be adverse to Counterparty.

 (y) [QFC Stay Rules. Each party hereby agrees that the terms of the ISDA 2018 U.S. Resolution Stay Protocol
(the “ISDA U.S. Stay Protocol”) are incorporated into and form a part of this Agreement, and this Agreement shall be deemed a Protocol Covered Agreement for purposes thereof. For purposes of incorporating the ISDA U.S. Stay
Protocol, Dealer shall be deemed to be a Regulated Entity and Counterparty shall be deemed to be an Adhering Party.]12 

(z) CARES Act. Counterparty acknowledges that the Transaction constitutes a purchase of its equity securities.
Counterparty further acknowledges that, pursuant to the provisions of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), Counterparty would be required to agree to certain time-bound restrictions on its ability
to purchase its equity securities if it receives loans, loan guarantees or direct loans (as that term is defined in the CARES Act) under section 4003(b) of the CARES Act. Counterparty further acknowledges that it may be required to agree to certain
time-bound restrictions on its ability to purchase its equity securities if it receives loans, loan guarantees or direct loans (as that term is defined in the CARES Act) under programs or facilities established by the Board of Governors of the
Federal Reserve System for the purpose of providing liquidity to the financial system (together with loans, loan guarantees or direct loans under section 4003(b) of the CARES Act, “Governmental Financial Assistance”). Accordingly,
Counterparty represents and warrants that it has not applied for, and prior to the termination or settlement of the Transaction, will not apply for Governmental Financial Assistance under any governmental program or facility that (a) is
established under the CARES Act or the Federal Reserve Act, as amended, and (b) requires, as a condition of such Governmental Financial Assistance, that Counterparty agree, attest, certify or warrant that it has not, as of the date specified in
such condition, repurchased, or will not repurchase, any equity security of Counterparty. 
 [(aa)] Dealer
Boilerplate. Insert additional Dealer boilerplate, if applicable] 
  

	12 	 Insert preferred form of US QFC Stay Rule language for each Dealer. 



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

			
	 Yours faithfully,

	
	 [___________]

		
	 By:
	 	  

		 	 Name:

		 	 Title:




  
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	 Agreed and Accepted By:

	
	 HALOZYME THERAPEUTICS, INC.

		
	 By
	 	  

		 	 Name:

		 	 Title:



  
 24 












 Schedule 1 

[Form of Guarantee] 

  
 25 












 Annex A 

For each Component of the Transaction, the Number of Options and Expiration Date is set forth below. 

 

					
	 Component Number
	 	 Number of Options
	 	 Expiration Date

	 1
	 		 	
	 2
	 		 	
	 3
	 		 	
	 4
	 		 	
	 5
	 		 	
	 6
	 		 	
	 7
	 		 	
	 8
	 		 	
	 9
	 		 	
	 10
	 		 	
	 11
	 		 	
	 12
	 		 	
	 13
	 		 	
	 14
	 		 	
	 15
	 		 	
	 16
	 		 	
	 17
	 		 	
	 18
	 		 	
	 19
	 		 	
	 20
	 		 	
	 21
	 		 	
	 22
	 		 	
	 23
	 		 	
	 24
	 		 	
	 25
	 		 	
	 26
	 		 	
	 27
	 		 	
	 28
	 		 	
	 29
	 		 	
	 30
	 		 	


  
 26