Exhibit 10.2


 


THE SECURITIES REPRESENTED HEREBY (THE
 “WARRANTS”) WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE WARRANTS MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS THEREOF.


 


[Dealer Address]


 


[__________], 2019


 


	To:	Granite Construction Incorporated

585 West Beach Street

Watsonville, California 95706

Attention:[Title of contact]

Telephone No.:[____________]

Facsimile No.:[____________]




 


	Re:	[Base][Additional] Warrants




 


The purpose of this
letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Granite
Construction Incorporated (“Company”) to [_______] (“Dealer”) as of the Trade Date specified
below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in
the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence
a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation
relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.


 


The definitions and
provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published
by the International Swaps and Derivatives Association, Inc. (“ISDA”), are incorporated into this Confirmation.
In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern.


 


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


 


1.            This
Confirmation evidences a complete and binding agreement between Dealer and Company as to the terms of the Transaction to which
this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the
2002 ISDA Master Agreement (the “Agreement”) as if Dealer and Company had executed an agreement in such form
(but without any Schedule except for the election (i) of the laws of the State of New York as the governing law (without
reference to choice of law doctrine) and (ii) (a) that the “Cross Default” provisions of Section 5(a)(vi) of
the Agreement shall apply to Company with a “Threshold Amount” of USD 25,000,000, (b) that 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) that 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.”)) on the Trade
Date. In the event of any inconsistency between provisions of the Agreement and this Confirmation, this Confirmation will prevail
for the purpose of the Transaction to which this Confirmation relates. The parties hereby agree that no transaction other than
the Transaction to which this Confirmation relates shall be governed by the Agreement and, if there exists any ISDA Master Agreement
between Dealer and Company or any confirmation or other agreement between Dealer and Company pursuant to which an ISDA Master Agreement
is deemed to exist between Dealer and Company, then notwithstanding anything to the contrary in such ISDA Master Agreement, such
confirmation or agreement or any other agreement to which Dealer and Company 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 is a Warrant Transaction, which shall be considered 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:	[__________], 2019
	 	 
	Effective Date:	The second Exchange Business Day immediately prior to the Premium Payment Date
	 	 
	Warrants:	Equity call warrants, each giving the holder the right to purchase a number of Shares equal to
the Warrant Entitlement at a price per Share equal to the Strike Price, subject to the terms set forth under the caption “Settlement
Terms” below. For the purposes of the Equity Definitions, each reference to a Warrant herein shall be deemed to be a reference
to a Call Option.
	 	 
	Warrant Style:	European
	 	 
	Seller:	Company
	 	 
	Buyer:	Dealer
	 	 
	Shares:	The common stock of Company, par value USD 0.01 per share (Exchange symbol “GVA”)
	 	 
	Number of Warrants:	[_______]1. For the avoidance of doubt, the Number of Warrants shall be reduced by any Warrants exercised or deemed
exercised hereunder. In no event will the Number of Warrants be less than zero.
	 	 
	Warrant Entitlement:	One Share per Warrant
	 	 
	Strike Price:	USD [______]. Notwithstanding anything to the contrary in the Agreement, this Confirmation or the Equity Definitions, in
no event shall the Strike Price be subject to adjustment to the extent that, after giving effect to such adjustment, the Strike
Price would be less than USD [______]2, except for any adjustment pursuant to the terms of this Confirmation and
the Equity Definitions in connection with stock splits or similar changes to Company’s capitalization.
	 	 
	Premium:	USD [______]
	 	 
	Premium Payment Date:	[__________], 2019
	 	 
	Exchange:	The New York Stock Exchange
	 	 
	Related Exchange(s):	All Exchanges.




 


Procedures
for Exercise.




 


	Expiration Time:	The Valuation Time




 





 



 





1
This is equal to (i) the number of Convertible Notes initially issued on the closing date for the Convertible Notes
(or, for the Additional Warrant Confirmation, the number of additional Convertible Notes), multiplied by (ii) the initial
Conversion Rate, multiplied by (iii) the applicable percentage for Dealer.


2 Insert lesser of (x)
the closing price of the Shares on the night of pricing and (y) the average closing price for the five trading days ending
on, and including, the Trade Date.


 



    2 


     


    


	 

                                                                             
	 
	Expiration Dates:	Each Scheduled Trading Day during the period from, and
including, the First Expiration Date to, but excluding, the 90th Scheduled Trading Day following the First Expiration
Date shall be an “Expiration Date” for a number of Warrants equal to the Daily Number of Warrants on such date; provided
that, notwithstanding anything to the contrary in the Equity Definitions, if any such date is a Disrupted Day, (i) the
Calculation Agent shall make reasonable adjustments in good faith an in a commercially reasonable manner, if applicable, to the
Daily Number of Warrants or shall reduce such Daily Number of Warrants to zero for which such day shall be an Expiration Date
and shall designate a Scheduled Trading Day or a number of Scheduled Trading Days as the Expiration Date(s) for the remaining
Daily Number of Warrants or a portion thereof for the originally scheduled Expiration Date  and
(ii) if the Daily Number of Warrants for such Disrupted Day is not reduced to zero pursuant to the foregoing clause (i),
determine the Settlement Price for such Disrupted Day in good faith and 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;
and provided further that if such Expiration Date has not occurred pursuant to this clause as of the eighth Scheduled Trading
Day following the last scheduled Expiration Date under the Transaction, the Calculation Agent shall have the right to declare
such Scheduled Trading Day to be the final Expiration Date and, notwithstanding anything
to the contrary in this Confirmation or the Equity Definitions, the Settlement Price for such Expiration Date shall be the prevailing
market value per Share as determined by the Calculation Agent in good faith and in a commercially reasonable manner.
	 	 
	First Expiration Date:	February 1, 2025 (or if such day is not a Scheduled Trading Day, the next following Scheduled Trading Day), subject to Market
Disruption Event below.
	 	 
	Daily Number of Warrants:	For any Expiration Date, the Number of Warrants that have not expired or been exercised as of such day, divided by the
remaining number of Expiration Dates (including such day), rounded down to the nearest whole number, subject to adjustment pursuant
to the provisos to “Expiration Dates”.
	 	 
	Automatic Exercise:	Applicable; and means that for each Expiration Date, a number of Warrants equal to the Daily Number of Warrants for such Expiration
Date will be deemed to be automatically exercised at the Expiration Time on such Expiration Date.
	




    3 


     


    


	 

                                                                             

                                                                            
	 
	Market Disruption Event:	Section 6.3(a) of the Equity Definitions is hereby amended by replacing clause (ii) in its entirety with “(ii) an
Exchange Disruption, or” and inserting immediately following clause (iii) the phrase “; in each case that the
Calculation Agent determines is material.”
	 	 
	 	


Section 6.3(d) of
the Equity Definitions is hereby amended by deleting the remainder of the provision following the words “Scheduled Closing
Time” in the fourth line thereof.

  




 


Valuation
Terms.


 


	Valuation Time:	Scheduled Closing Time; provided that if the principal trading session is extended past the close of the regular trading
session for such Exchange, the Calculation Agent shall determine the Valuation Time in good faith and in a commercially reasonable
manner.
	 	 
	Valuation Date:	Each Exercise Date.




 


Settlement
Terms.


 


	Settlement Method Election:	Applicable; provided that (i) references to “Physical Settlement”
in Section 7.1 of the Equity Definitions shall be replaced by references to “Net Share Settlement”; (ii) Company
may elect Cash Settlement only if Company represents and warrants to Dealer in writing on the date of such election that (A) Company
is not in possession of any material non-public information regarding Company or the Shares, (B) Company is electing Cash
Settlement in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws, and (C) the
assets of Company at their fair valuation exceed the liabilities of Company (including contingent liabilities), the capital of
Company is adequate to conduct the business of Company, and Company 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; and
(iii) the same election of settlement method shall apply to all Expiration Dates hereunder.
	 	 
	Electing Party:	Company
	 	 
	Settlement Method Election Date:	The second Scheduled Trading Day immediately preceding the scheduled First Expiration Date.
	 	 
	Default Settlement Method:	Net Share Settlement.
	 	 
	Net Share Settlement:	If Net Share Settlement is applicable, then on the relevant Settlement Date, Company
shall deliver to Dealer a number of Shares equal to the Share Delivery Quantity for such Settlement Date to the account specified
herein free of payment through the Clearance System, and Dealer shall be treated as the holder of record of such Shares at the
time of delivery of such Shares or, if earlier, at 5:00 p.m. (New York City time) on such Settlement Date, and Company shall
pay to Dealer cash in lieu of any fractional Share based on the Settlement Price on the relevant Valuation Date.
	




    4 


     


    


	 

                                                                             
	 
	Share Delivery Quantity:	For any Settlement Date, a number of Shares, as calculated by the Calculation Agent, equal to the Net Share Settlement Amount
for such Settlement Date divided by the Settlement Price on the Valuation Date for such Settlement Date.
	 	 
	Net Share Settlement Amount:	For any Settlement Date, an amount equal to the product of (i) the number of Warrants exercised or deemed exercised on the
relevant Exercise Date, (ii) the Strike Price Differential for the relevant Valuation Date and (iii) the Warrant
Entitlement.
	 	 
	Settlement Price:	For any Valuation Date, the per Share volume-weighted
average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page GVA <equity> AQR (or any
successor thereto) in respect of the period from the scheduled opening time of the Exchange to the Scheduled Closing Time on such
Valuation Date (or if such volume-weighted average price is unavailable, the market value of one Share on such Valuation Date,
as determined by the Calculation Agent in good faith and in a commercially reasonable
manner based on generally available market data for transactions of this type). Notwithstanding the foregoing, if (i) any
Expiration Date is a Disrupted Day and (ii) the Calculation Agent determines that such Expiration Date shall be an Expiration
Date for fewer than the Daily Number of Warrants, as described above, then the Settlement Price for the relevant Valuation Date
shall be the volume-weighted average price per Share on such Valuation Date on the Exchange, as determined by the Calculation
Agent in good faith and in a commercially reasonable manner based on such sources as it deems appropriate using a volume-weighted
methodology, for the portion of such Valuation Date for which the Calculation Agent determines there is no Market Disruption Event.
	 	 
	Settlement Dates:	As determined pursuant to Section 9.4 of the Equity Definitions, subject to Section ‎9(k)(i) hereof; provided
that Section 9.4 of the Equity Definitions is hereby amended by (i) inserting the words “or cash” immediately
following the word “Shares” in the first line thereof and (ii) inserting the words “for the Shares”
immediately following the words “Settlement Cycle” in the second line thereof.
	 	 
	Other Applicable Provisions:	In the event Net Share Settlement is applicable, the provisions of Sections 9.1(c), 9.8, 9.9, 9.11 and 9.12 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 Settled.” “Net Share Settled” in relation to any Warrant means that Net Share Settlement
is applicable to that Warrant.
	 	 
	Representation and Agreement:	Notwithstanding Section 9.11 of the Equity Definitions, the parties acknowledge that any Shares delivered to Dealer in the
event Net Share Settlement is applicable may be, upon delivery, subject to restrictions and limitations arising from Company’s
status as issuer of the Shares under applicable securities laws.
	 	 
	Cash Settlement:	If Cash Settlement is applicable, then on the relevant Settlement Date, Company shall pay
to Dealer an amount of cash in USD equal to the Net Share Settlement Amount for such Settlement Date.




 






    5 


     


    

 


	3.	Additional Terms applicable to the Transaction.



 


Adjustments
applicable to the Transaction:


 


	Method of Adjustment:	Calculation Agent Adjustment;
provided that the parties hereto agree that, subject to the immediately succeeding proviso, any Share repurchases by Company,
whether pursuant to Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives
transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be
considered Potential Adjustment Events; provided further that any such open market Share repurchase, accelerated
share repurchase transaction, forward contract or similar transaction described in the immediately preceding proviso shall constitute
a Potential Adjustment Event to the extent that (i) after giving effect to such transaction, the aggregate number of Shares
repurchased during the term of the Transaction pursuant to all such transactions described in the immediately preceding proviso
would exceed 20% of the total number of Shares outstanding as of the Trade Date, as determined by Calculation Agent in a commercially
reasonable manner or (ii) any Shares are purchased pursuant to such transactions during the period from, and including, the
First Expiration Date to, but excluding, the final Expiration Date. For the avoidance of doubt, in making any adjustments under
the Equity Definitions, the Calculation Agent may make adjustments, if any, to any one or more of the Strike Price, the Number
of Warrants, the Daily Number of Warrants and the Warrant Entitlement. Notwithstanding the foregoing, any cash dividends or distributions
on the Shares, whether or not extraordinary, shall be governed by Section ‎9(f) of this Confirmation in lieu of
Article 10 or Section 11.2(c) of the Equity Definitions.




 


Extraordinary
Events applicable to the Transaction:


 


	New Shares:	Section 12.1(i) of the Equity Definitions is hereby amended (a) by deleting the text in clause (i) thereof
in its entirety (including the word “and” following clause (i)) and replacing it with the phrase “publicly quoted,
traded or listed (or whose related depositary receipts are publicly quoted, traded or listed) on any of the New York Stock Exchange,
The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)” and (b) by inserting
immediately prior to the period the phrase “and (iii) of an entity or person that is a corporation organized under
the laws of the United States, any State thereof or the District of Columbia that also becomes Company under the Transaction following
such Merger Event or Tender Offer”.




 






    6 


     


    

 


Consequence
of Merger Events:


 


	Merger Event:	Applicable; provided that if an event occurs that constitutes both a Merger Event under Section 12.1(b) of the
Equity Definitions and an Additional Termination Event under Section ‎9(h)(ii)(B) of this Confirmation, the provisions
of Section ‎9(h)(ii)(B) will apply.
	 	 
	Share-for-Share:	Modified Calculation Agent Adjustment
	 	 
	Share-for-Other:	Cancellation and Payment (Calculation Agent Determination)
	 	 
	Share-for-Combined:	Cancellation and Payment (Calculation Agent Determination); provided that Dealer may elect,
in its commercially reasonable judgment, Component Adjustment (Calculation Agent Determination) for all or any portion of the Transaction.



 


Consequence
of Tender Offers:


 


	Tender Offer:	Applicable; provided that if an event occurs
that constitutes both a Tender Offer under Section 12.1(d) of the Equity Definitions and Additional Termination Event
under Section 9(h)(ii)(A) of this Confirmation, the provisions of Section 9(h)(ii)(A) will apply;
and provided further that the definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions
is hereby amended by replacing the phrase “greater than 10%” with “greater than 20%”.
	 	 
	Share-for-Share:	Modified Calculation Agent Adjustment
	 	 
	Share-for-Other:	Modified Calculation Agent Adjustment
	 	 
	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”, (y) the
fifth and sixth lines shall be deleted in their entirety and replaced with the words “effect on the Warrants of such Announcement
Event solely to account for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or
the Warrants”, and (z) for the avoidance of doubt, the Calculation Agent shall determine in good faith and in a commercially
reasonable manner whether the relevant Announcement Event has had a material economic effect on the Transaction (and, if so, adjust
the terms of the Transaction accordingly to take into account such economic effect on the Transaction) on one or more occasions
on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any
other date of cancellation, it being understood that any adjustment in respect of an Announcement Event shall take into account
any earlier adjustment relating to the same Announcement Event and shall not be duplicative with any other adjustment or cancellation
valuation made pursuant to this Confirmation, the Equity Definitions or the Agreement. 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
Transaction upon any Announcement Event, then the Calculation Agent shall make an adjustment to the Transaction upon any announcement
relating to the same event that gave rise to the original Announcement Event in respect of the abandonment of any such event to
the extent necessary to reflect the economic effect of such subsequent announcement on the Transaction.
	




    7 


     


    


	 

                                                                             
	 
	Announcement Event:	(i) The public announcement by the Company, any of the Company’s affiliates or agents or a Valid Third Party Entity
of any Merger Event or Tender Offer or the announcement by the Company, any of the Company’s affiliates or agents or a Valid
Third Party Entity of any intention to enter into a Merger Event or Tender Offer, (ii) the public announcement by the Company,
any of the Company’s affiliates or agents or a Valid Third Party Entity of any potential acquisition or disposition by the
Issuer and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of the Issuer as of
the date of such announcement (an “Acquisition Transaction”), (iii) the public announcement by the Company,
any of the Company’s affiliates or agents or a Valid Third Party Entity of an intention by the Company or such Valid Third
Party Entity to enter into, or to explore strategic alternatives that may include, a Merger Event or Tender Offer or an Acquisition
Transaction or (iv) any subsequent public announcement by the Company, any of the Company’s affiliates or agents 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, whether or not by
the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation
of, such a transaction or intention), as determined by the Calculation Agent. For the avoidance of doubt, the occurrence of an
Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event
with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” 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.
	




    8 


     


    


	 

                                                                             
	 
	Valid Third Party Entity:	In respect of any transaction, any third party that the Calculation Agent in good faith and in a commercially reasonable manner
determines 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 shall take into consideration the effect of the relevant
announcement by such third party on the Shares and/or options relating to the Shares and, if such effect is material, may deem
such third party to have a bona fide intent).
	 	 
	Nationalization, Insolvency or Delisting:	Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of
the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are
not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The
NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any
of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors),
such exchange or quotation system shall thereafter be deemed to be the Exchange.




 


Additional
Disruption Events:


 


	Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing
the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the
formal or informal interpretation”, (ii) replacing the word “Shares” where it appears in clause (X) thereof
with the words “Hedge Position” and (iii) replacing the parenthetical beginning after the word “regulation”
in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law
or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)”.
	 	 
	Failure to Deliver:	Not Applicable
	 	 
	Insolvency Filing:	Applicable
	




    9 


     


    
 

 


	Hedging Disruption:	Applicable; provided that:




 


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



 


	Increased Cost of Hedging:	Applicable; provided that the following parenthetical shall be inserted immediately following the word “expense”
in the third line of Section 12.9(a)(vi) of the Equity Definitions: “(including, for the avoidance of doubt, the
incurrence of any stock borrow expense in excess of Hedging Party’s expectation as of the Trade Date, other than to the
extent resulting from an Increased Cost of Stock Borrow)”.
	 	 
	Loss of Stock Borrow:	Applicable.
	 	 
	Maximum Stock Loan Rate:	200 basis points
	 	 
	Increased Cost of Stock Borrow:	Applicable.
	 	 
	Initial Stock Loan Rate:	0 basis points until November 1, 2024 and 25 basis points thereafter.
	 	 
	Hedging Party:	For all applicable Additional Disruption Events, Dealer.
	 	 
	Determining Party:	For all applicable Extraordinary Events, Dealer. All calculations by Determining Party shall be made in good faith and in a commercially
reasonable manner. Following any calculation by Determining Party hereunder, upon written request by Company, Determining Party
will provide to Company by email to the email address provided by Company in such written request a report (in a commonly used
file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such calculation;
provided, however, that in no event will Determining Party be obligated to share with Company any proprietary or
confidential data or information or any proprietary or confidential models used by it.
	 	 
	Hedging Adjustment:	For the avoidance of doubt, whenever the Calculation Agent is permitted to make an adjustment
pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation
Agent shall make such adjustment, if any, by reference to the effect of such event on Dealer assuming that Dealer maintains a
commercially reasonable hedge position.
	




    10 


     


    


	 

                                                                             
	 
	Non-Reliance:	Applicable
	 	 
	Agreements and Acknowledgments	 
	Regarding Hedging Activities:	Applicable
	 	 
	Additional Acknowledgments:	Applicable




 


	4.	Calculation Agent.
Dealer; provided that following the occurrence and during the continuance
of an Event of Default of the type described in Section 5(a)(vii) of the Agreement with respect to which Dealer is the
sole Defaulting Party, if the Calculation Agent fails to timely make any calculation, adjustment or determination required to be
made by the Calculation Agent hereunder or to perform any obligation of the Calculation Agent hereunder and such failure continues
for five Exchange Business Days following notice to the Calculation Agent by Company of such failure, Company shall have the right
to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period
commencing on the first date the Calculation Agent fails to timely make such calculation, adjustment or determination or to perform
such obligation, as the case may be, and ending on the earlier of the Early Termination Date with respect to such Event of Default
and the date on which such Event of Default is no longer continuing, as the Calculation Agent. All calculations and determinations
by the Calculation Agent shall be made in good faith and in a commercially reasonable manner. Following any calculation by the
Calculation Agent hereunder, upon written request by Company, the Calculation Agent shall provide to Company by email to the email
address provided by Company in such written request a report (in a commonly used file format for the storage and manipulation of
financial data) displaying in reasonable detail the basis for such calculation; provided, however, that in no event
will Dealer be obligated to share with Company any proprietary or confidential data or information or any proprietary or confidential
models used by it.



 


	5.	Account Details.



 


		(a)	Account for payments to Company:



 


	Bank:	[____________]
	ABA#:	[____________]
	Acct No.:	[____________]
	Beneficiary:	[____________]
	Ref:	[____________]




 


Account for delivery of Shares from Company:


 


[____________]


 


		(b)	Account for payments to Dealer:



 


	Bank:	[____________]
	ABA#:	[____________]
	Acct No.:	[____________]
	Beneficiary: 	[__________]
	Ref:	[____________]




 


Account for delivery of Shares to Dealer:


 


[__________]


 


	6.	Offices.



 


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



 


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



 


[Dealer’s Office Address]


 






    11 


     


    

 





 


	7.	Notices.



 


		(a)	Address for notices or communications to Company:



 


Granite
Construction Incorporated

585 West Beach Street

Watsonville, California 95706

Attention:                [Title of contact]

Telephone No.:       [____________]

Facsimile No.:          [____________]


 


		(b)	Address for notices or communications to Dealer:



 


Attention:                [____________]

Title:                         [____________]

Telephone No:        [____________]

Email:                        [____________]


 


	8.	Representations, Warranties and Covenants of Company and Dealer.



 


I.            Representations
of Company. Company hereby represents and warrants to Dealer that each of the representations and warranties of Company set
forth in Section [___] of the Purchase Agreement (the “Purchase Agreement”), dated as of [__________],
2019, among Company, BofA Securities, Inc. and BNP Paribas Securities Corp., as representatives of the Initial Purchasers
party thereto (the “Initial Purchasers”), are true and correct and are hereby deemed to be repeated to Dealer
as if set forth herein. Company hereby further represents and warrants to Dealer on the date hereof, on and as of the Premium Payment
Date and, in the case of the representations in Section 8(d), at all times until termination of the Transaction, that:


 


		(a)	Company has all necessary corporate power and authority to execute, deliver and perform its obligations
in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action
on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its
valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and
subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and
fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification
and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto.
	 	 	 
		(b)	Neither the execution
and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result
in a breach of (1) the certificate of incorporation or by-laws (or any equivalent documents) of Company, or (2) any applicable
law or regulation, or (3) any order, writ, injunction or decree of any court or governmental authority or agency, or (4) any
agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is
bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any
lien under, any such agreement or instrument, except, in the case of clauses (2) through (4), as would not reasonably be expected
to result in a material adverse effect on Company, Company’s ability to fulfil its obligations hereunder, Dealer or
Dealer’s rights and obligations hereunder.
	 	 	 
		(c)	No consent, approval,
authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution,
delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required
under the Securities Act or state securities laws and except as the failure to obtain such consent, authorization or order or filing
would not reasonably be expected to result in a material adverse effect on Company, Company’s ability to perform its
obligations hereunder, Dealer or Dealer’s rights and obligations hereunder.
	




    12 


     


    


	 

     
	 	 
		(d)	A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant
Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly
authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise
as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions
of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject
to any preemptive or similar rights.
	 	 	 
		(e)	Company is not and, after consummation of the transactions contemplated hereby, will not be required
to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.
	 	 	 
		(f)	Company is not, on the date hereof, in possession of any material non-public information with respect
to Company or the Shares.



 


		(g)	To Company’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,
other than any regulation that Dealer would be subject to solely as a result of it being a regulated entity under U.S. various
applicable laws, including U.S. securities laws and FINRA regulations.
	 	 	 
		(h)	Company (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 USD50 million.



 


		II. Representations, Warranties and Covenants of Company and Dealer. Company and Dealer hereby represent and warrant to Dealer and Company, respectively, on the date hereof and on and as of the Premium Payment Date that:
	 	 	 
		(i)	Each is an “eligible contract participant” (as such term is defined in Section 1a(18)
of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of
the Commodity Exchange Act).
	 	 	 
		(j)	Each of Dealer and Company
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, Dealer represents and
warrants to Company 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.



 






    13 


     


    

 



 


		9.	Other Provisions.



 


		(a)	Opinions. On the Premium Payment Date, Company shall deliver to Dealer an opinion
of counsel, dated as of the Premium Payment Date, with respect to the matters set forth in Sections 8(a) through (d) of
this Confirmation. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of
the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.



 


		(b)	Repurchase Notices. Company shall, on any day on which Company effects any repurchase
of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following
such repurchase, the number of outstanding Shares on such day, subject to any adjustments provided herein, is (i) less than
[__]3 million (in the case of the first such notice) or (ii) thereafter more than [__]4 million
less than the number of Shares included in the immediately preceding Repurchase Notice. Company agrees to indemnify and hold harmless
Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons
(each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s
hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including
without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith
with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees),
joint or several, which an Indemnified Person actually may become subject to, as a result of Company’s failure to provide
Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon
written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating,
preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action,
proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified
Person, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person,
shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company
may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company
shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent
or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss
or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified
Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have
been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional
release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably
satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified
Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph,
in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified
Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive
and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The
indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless
of the termination of the Transaction.



 





 



 





3  Insert
the number of Shares outstanding (after giving effect to the repurchase of Shares by Issuer on the Premium Payment Date) that
would cause Dealer’s current position in the Warrants (including the number of
Warrants if the greenshoe is exercised in full, and any warrants under pre-existing warrant transactions with Company) to
increase by 0.5%. To be based on Dealer with highest applicable percentage.


4  Insert
the number of Shares that, if repurchased, would cause Dealer’s current position
in the Warrants (including the number of Warrants if the greenshoe is exercised in full, and any warrants under pre-existing
warrant transactions with Company) to increase by a further 0.5% from the threshold for the first Repurchase Notice. To be
based on Dealer with highest applicable percentage.


 






    14 


     


    

 


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



 


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



 


		(e)	Transfer or Assignment. Company may not transfer any of its rights or obligations
under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign
all or any part of its rights or obligations under the Transaction to any third party; provided that Company will not, as
a result of such transfer and/or assignment, be required under the Agreement or this Confirmation to pay to the transferee or assignee
an amount greater than the amount that it would have been required to pay to Dealer in the absence of such transfer or assignment
except to the extent that the greater amount is due to a Change of Law after the date of such transfer or assignment; and provided
further that Dealer shall have caused the transferee or assignee to make such Payee Tax Representations and to provide such
tax documentation as may be reasonably requested by Company to permit Company to determine that such transfer and assignment complies
with the first proviso of this sentence. If at any time at which (A) the Section 16 Percentage exceeds 7.5%, (B) the
Warrant 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, acting in
good faith, is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants 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 Terminated Portion, 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 Warrants equal to the number of Warrants underlying
the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the
Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section ‎9(j) shall
apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company 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 “Warrant
Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum
of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying
any other warrants purchased by Dealer from Company, 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 Company that are, in each case, applicable to ownership
of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power
to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its
reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number
of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval
from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction,
as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. 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 Company, Dealer may designate any of its affiliates
to purchase, sell, receive or deliver such Shares or other securities, or 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 Company to the extent of any such performance.



 






    15 


     


    

 


		(f)	Dividends. If at any time during the period from and including the Effective Date,
to and including the last Expiration Date, (i) an ex-dividend date for a cash dividend occurs with respect to the Shares (an
 “Ex-Dividend Date”), and that dividend differs from the Regular Dividend on a per Share basis or (ii) if
no Ex-Dividend Date for a cash dividend occurs with respect to the Shares in any quarterly dividend period of Company, then the
Calculation Agent will adjust in good faith and in a commercially reasonable manner any of the Strike Price, Number of Warrants,
Daily Number of Warrants and/or any other variable relevant to the exercise, settlement or payment of the Transaction to preserve
the fair value of the Warrants after taking into account such dividend or lack thereof. “Regular Dividend” shall
mean for any calendar quarter, USD 0.13 for the first regular cash dividend or distribution on the Shares for which the Ex-Dividend
Date falls within such calendar quarter, and zero for any other dividend or distribution on the Shares for which the Ex-Dividend
Date falls within the same calendar quarter.



 


		(g)	[Insert relevant Dealer agency language, if any.]



 


		(h)	Additional Provisions.



 


		(i)	Amendments to the Equity Definitions:



 


		(A)	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” and replacing them with the
words “in the commercially reasonable judgment of the Calculation Agent, a material economic effect”; and (2) adding
at the end thereof “or Warrants; provided that such event is not based on (i) an observable market, other than
the market for Company’s own stock or (ii) an observable index, other than an index calculated or measured solely by
reference to Company’s own operations”.



 


		(B)	Section 11.2(c) of
the Equity Definitions is hereby amended by (w) replacing the words “a diluting or concentrative” with “an”
in the fifth line thereof, (x) adding the phrase “or Warrants” after the words “the relevant Shares”
in the same sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and
(z) deleting the phrase “(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 it with the phrase “(provided
that, solely in the case of Sections 11.2(e)(i), (ii)(A) and (iv), no adjustments will be made to account solely for changes
in volatility, stock loan rate or liquidity relative to the relevant Shares 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).”



 






    16 


     


    

 


		(C)	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 (i) an observable market, other than the market for Company’s own stock or
(ii) an observable index, other than an index calculated or measured solely by reference to Company’s own operations”.



 


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



 


		(E)	Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:



 


		(x)	deleting (1) subsection (A) in its entirety, (2) the phrase “or (B)”
following subsection (A) and (3) the phrase “in each case” in subsection (B); and



 


		(y)	replacing the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares”
with the phrase “such Lending Party does not lend Shares” in the penultimate sentence.



 


		(F)	Section 12.9(b)(v) of the Equity Definitions is hereby amended by:



 


		(x)	adding the word “or” immediately before subsection “(B)” and deleting the
comma at the end of subsection (A); and



 


		(y)	(1) deleting subsection (C) in its entirety, (2) deleting the word “or”
immediately preceding subsection (C), (3) deleting the penultimate sentence in its entirety and replacing it with the sentence
 “The Hedging Party will determine the Cancellation Amount payable by one party to the other.” and (4) deleting
clause (X) in the final sentence.



 


		(G)	Section 12.9(b)(vi) of the Equity Definitions is hereby amended by:



 


		(x)	adding the word “or” immediately before subsection “(B)” and deleting the
comma at the end of subsection (A); and



 


		(y)	(1) deleting subsection (C) in its entirety, (2) deleting the word “or”
immediately preceding subsection (C) and (3) deleting the final sentence in its entirety and replacing it with the sentence
 “The Hedging Party will determine the Cancellation Amount payable by one party to the other.”



 


		(ii)	Notwithstanding anything
to the contrary in this Confirmation, upon the occurrence of one of the following events, with respect to the Transaction,
(1) Dealer shall have the right to designate such event an Additional Termination Event and designate an Early Termination
Date pursuant to Section 6(b) of the Agreement, (2) Company shall be deemed the sole Affected Party with respect
to such Additional Termination Event and (3) the Transaction, or, at the election of Dealer in its sole discretion, any portion
of the Transaction, shall be deemed the sole Affected Transaction; provided that if Dealer so designates an Early Termination
Date with respect to a portion of the Transaction, (a) a payment shall be made pursuant to Section 6 of the Agreement
as if an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a
Number of Warrants equal to the number of Warrants included in the terminated portion of the Transaction, and (b) for the
avoidance of doubt, the Transaction shall remain in full force and effect except that the Number of Warrants shall be reduced by
the number of Warrants included in such terminated portion:



 






    17 


     


    

 


		(A)	A “person” or “group” within the meaning of Section 13(d) of
the Exchange Act, other than Company, its direct or indirect wholly owned subsidiaries and its and their employee benefit plans,
files a Schedule TO or any schedule, form or report under the Exchange Act that discloses that such person or group has become
the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Shares representing
more than 50% of the voting power of the Shares (provided, that no person or group shall be deemed to be the beneficial
owner of any securities tendered pursuant to a tender or exchange offer made by or on behalf of such “person” or “group”
until such tendered securities are accepted for purchase or exchange under such offer).



 


		(B)	Consummation of (I) any recapitalization, reclassification or change of the Shares (other
than changes resulting from a subdivision, combination or change in par value) as a result of which the Shares would be converted
into, or exchanged for, stock, other securities, other property or assets, (II) any share exchange, consolidation or merger
of Company pursuant to which the Shares will be converted into cash, securities or other property or assets or (III) any sale,
lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of
Company and its subsidiaries, taken as a whole, to any person other than one or more of Company’s wholly owned subsidiaries.
Notwithstanding the foregoing, any transaction or transactions set forth in clause (A) above or this clause (B) shall
not constitute an Additional Termination Event if (x) at least 90% of the consideration received or to be received by holders
of the Shares, excluding cash payments for fractional Shares or pursuant to statutory appraisal rights, in connection with such
transaction or transactions consists of shares of common stock or a class of common stock that are listed or quoted on any of The
New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) or
will be so listed or quoted when issued or exchanged in connection with such transaction or transactions, and (y) as a result
of such transaction or transactions, the Shares will consist of such consideration, excluding cash payments for fractional Shares
or pursuant to statutory appraisal rights.



 


		(C)	Default by Company or any of its significant subsidiaries with respect to any mortgage, agreement
or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money
borrowed in excess of USD 25 million (or its foreign currency equivalent) in the aggregate of Company and/or any such significant
subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming
or being declared due and payable before its stated maturity or (ii) constituting a failure to pay the principal or interest
of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise
and in the cases of clauses (i) and (ii), such acceleration shall not, after the expiration of any applicable grace period,
have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness shall
not have been paid or discharged, as the case may be, within 30 days.



 


The term “significant subsidiary”
has the meaning set forth in Article 1, Rule 1-02 of Regulation S-X promulgated by the Securities and Exchange Commission;
provided that, in the case of a subsidiary that meets the criteria of clause (3) of the definition thereof but not
clause (1) or (2) thereof, such subsidiary shall not be deemed to be a “significant subsidiary” unless the
subsidiary’s income (or loss) from continuing operations before income taxes, extraordinary items and cumulative effect of
a change in accounting principle exclusive of amounts attributable to any noncontrolling interests for the last completed fiscal
year prior to the date of such determination exceeds USD 10,000,000.


 






    18 


     


    

 


		(D)	A final judgment or judgments for the payment of USD 25 million (or its foreign currency equivalent)
or more (excluding any amounts covered by insurance) in the aggregate rendered against Company or any of its subsidiaries, which
judgment is not discharged, bonded, paid, waived or stayed within 60 days after (I) the date on which the right to appeal
thereof has expired if no such appeal has commenced, or (II) the date on which all rights to appeal have been extinguished.



 


		(E)	Dealer, despite using commercially
reasonable efforts, is unable or reasonably determines that it is impractical or illegal, to hedge its exposure with respect to
the Transaction in a commercially reasonable manner in the public market without registration under the Securities Act or as a
result of any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements,
policies or procedures are imposed by law or have been voluntarily adopted by Dealer).



 


		(i)	No Collateral or
Setoff. Notwithstanding any provision of the Agreement or any other agreement between the parties to the contrary, the
obligations of Company hereunder are not secured by any collateral. Neither party
shall have the right to set off any obligation that it may have to the other party under the Transaction against any obligation
such other party may have to it, whether arising under the Agreement, this Confirmation or any other agreement between the parties
hereto, by operation of law or otherwise.



 


		(j)	Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events.



 


If (a) an Early Termination
Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to the Transaction
or (b) the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of (i) a
Nationalization, Insolvency or Merger Event in which the consideration to be paid to holders of Shares consists solely of
cash, (ii) a Merger Event or Tender Offer that is within Company’s control, or (iii) an Event of Default in which
Company is the Defaulting Party or a Termination Event in which Company 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 Company’s
control), and if Company would owe any amount to Dealer pursuant to Section 6(d)(ii) of the Agreement or any Cancellation
Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Obligation”), then
Company shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Company 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) Company remakes the representation set forth in Section 8(f) as of the date of such election
and (c) Dealer agrees, in its sole discretion, to such election, in which case the provisions of Section 12.7 or Section 12.9
of the Equity Definitions, or the provisions of Section 6(d)(ii) of the Agreement, as the case may be, shall apply.


 


	Share Termination Alternative:	If applicable, Company shall deliver to Dealer the Share Termination Delivery Property on the date (the “Share Termination
Payment Date”) on which the Payment Obligation would otherwise be due pursuant to Section 12.7 or Section 12.9
of the Equity Definitions or Section 6(d)(ii) of the Agreement, as applicable, subject to Section 9(k)(i) below,
in satisfaction, subject to Section 9(k)(ii) below, of the relevant Payment Obligation, in the manner reasonably requested
by Dealer free of payment.


 






    19 


     


    

 


	Share Termination Delivery Property:	A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to
the relevant Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the amount
of 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 (without giving effect
to any discount pursuant to Section ‎9(k)(i)).




 


	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 its discretion by commercially
reasonable means. In the case of a Private Placement of Share Termination Delivery Units that are Restricted Shares (as defined
below), as set forth in Section 9(k)(i) below, the Share Termination Unit Price shall be determined by the discounted
price applicable to such Share Termination Delivery Units. In the case of a Registration Settlement of Share Termination Delivery
Units that are Restricted Shares (as defined below) as set forth in Section 9(k)(ii) below, notwithstanding the foregoing,
the Share Termination Unit Price shall be the Settlement Price 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. The Calculation
Agent shall notify Company of the Share Termination Unit Price at the time of notification of such Payment Obligation to Company
or, if applicable, at the time the discounted price applicable to the relevant Share Termination Units is determined pursuant
to Section 9(k)(i).




 


	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 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. If such Nationalization, Insolvency or Merger Event involves a choice of Exchange Property to be received
by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.




 






    20 


     


    

 


	Failure to Deliver:	Inapplicable




 


	Other applicable provisions:	If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.11 and 9.12 (as modified above) of the
Equity Definitions 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.




 


		(k)	Registration/Private Placement Procedures. If, in the reasonable opinion of Dealer,
based on the advice of counsel, following any delivery of Shares or Share Termination Delivery Property to Dealer hereunder, such
Shares or Share Termination Delivery Property would be in the hands of Dealer subject to any applicable restrictions with respect
to any registration or qualification requirement or prospectus delivery requirement for such Shares or Share Termination Delivery
Property pursuant to any applicable federal or state securities law (including, without limitation, any such requirement arising
under Section 5 of the Securities Act as a result of such Shares or Share Termination Delivery Property being “restricted
securities”, as such term is defined in Rule 144 under the Securities Act, or as a result of the sale of such Shares
or Share Termination Delivery Property being subject to paragraph (c) of Rule 145 under the Securities Act) (such Shares
or Share Termination Delivery Property, “Restricted Shares”), then delivery of such Restricted Shares shall
be effected pursuant to either clause (i) or (ii) below at the election of Company, unless Dealer waives the need for
registration/private placement procedures set forth in (i) and (ii) below. Notwithstanding the foregoing, solely in respect
of any Daily Number of Warrants exercised or deemed exercised on any Expiration Date, Company shall elect, prior to the first Settlement
Date for the first applicable Expiration Date, a Private Placement Settlement or Registration Settlement for all deliveries of
Restricted Shares for all such Expiration Dates which election shall be applicable to all remaining Settlement Dates for such Warrants
and the procedures in clause (i) or clause (ii) below shall apply for all such delivered Restricted Shares on an aggregate
basis commencing after the final Settlement Date for such Warrants. The Calculation Agent shall make adjustments in good faith
and in a commercially reasonable manner to settlement terms and provisions under this Confirmation to reflect a single Private
Placement or Registration Settlement for such aggregate Restricted Shares delivered hereunder.



 


		(i)	If Company elects to settle the Transaction pursuant to this clause (i) (a “Private
Placement Settlement”), then delivery of Restricted Shares by Company shall be effected in customary private placement
procedures with respect to such Restricted Shares commercially reasonably acceptable to Dealer; provided that Company may
not elect a Private Placement Settlement if, on the date of its election, it has taken, or caused to be taken, any action that
would make unavailable either the exemption pursuant to Section 4(a)(2) of the Securities Act for the sale by Company
to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or
Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer).
The Private Placement Settlement of such Restricted Shares shall 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
Restricted Shares by Dealer), opinions and certificates, and such other documentation, in each case, as is customary for private
placement agreements of companies of comparable size, maturity and line of business, all commercially reasonably acceptable to
Dealer. In the case of a Private Placement Settlement, Dealer shall determine the appropriate discount to the Share Termination
Unit Price (in the case of settlement of Share Termination Delivery Units pursuant to Section 9(j) above) or premium
to any Settlement Price (in the case of settlement of Shares pursuant to Section 2 above) applicable to such Restricted Shares
in a commercially reasonable manner and appropriately adjust the number of such Restricted Shares to be delivered to Dealer hereunder.
Notwithstanding anything to the contrary in the Agreement or this Confirmation, the date of delivery of such Restricted Shares
shall be the Exchange Business Day following notice by Dealer to Company of such applicable discount or premium, as the case may
be, and the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted
Shares shall be due as set forth in the previous sentence and not be due on the Share Termination Payment Date (in the case of
settlement of Share Termination Delivery Units pursuant to Section 9(j) above) or on the Settlement Date for such Restricted
Shares (in the case of settlement in Shares pursuant to Section 2 above).



 






    21 


     


    

 


		(ii)	If Company elects to settle the Transaction pursuant to this clause (ii) (a “Registration
Settlement”), then Company shall promptly (but in any event no later than the beginning of the Resale Period) file and
use its reasonable best efforts to make effective under the Securities Act a registration statement or supplement or amend an outstanding
registration statement in form and substance reasonably satisfactory to Dealer, to cover the resale of such Restricted Shares in
accordance with customary resale registration procedures, including covenants, conditions, representations, commercially reasonable
underwriting discounts (if applicable), commercially reasonable commissions (if applicable), indemnities due diligence rights,
opinions and certificates, and such other documentation as is customary for equity resale underwriting agreements of companies
of comparable size, maturity and line of business, all commercially reasonably acceptable to Dealer. If Dealer, in its sole reasonable
discretion, is not satisfied with such procedures and documentation Private Placement Settlement shall apply. If Dealer is satisfied
with such procedures and documentation, it shall sell the Restricted Shares pursuant to such registration statement during a period
(the “Resale Period”) commencing on the Exchange Business Day following delivery of such Restricted Shares (which,
for the avoidance of doubt, shall be (x) the Share Termination Payment Date in case of settlement in Share Termination Delivery
Units pursuant to Section 9(j) above or (y) the Settlement Date in respect of the final Expiration Date for all
Daily Number of Warrants) and ending on the Exchange Business Day on which Dealer completes the sale of all Restricted Shares or,
in the case of settlement of Share Termination Delivery Units, a sufficient number of Restricted Shares so that the realized net
proceeds of such sales equals or exceeds the Payment Obligation (as defined above). If the Payment Obligation exceeds the realized
net proceeds from such resale, Company shall transfer to Dealer by the open of the regular trading session on the Exchange on the
Exchange Business Day immediately following such resale the amount of such excess (the “Additional Amount”)
in cash or in a number of Shares (“Make-whole Shares”) in an amount that, based on the Settlement Price on such
day (as if such day was the “Valuation Date” for purposes of computing such Settlement Price), has a dollar value equal
to the Additional Amount. The Resale Period shall continue to enable the sale of the Make-whole Shares. If Company elects to pay
the Additional Amount in Shares, the requirements and provisions for Registration Settlement shall apply. This provision shall
be applied successively until the Additional Amount is equal to zero. In no event shall Company deliver a number of Restricted
Shares greater than the Maximum Number of Shares.



 






    22 


     


    

 


		(iii)	Without limiting the generality of the foregoing, Company agrees that (A) any Restricted Shares
delivered to Dealer may be transferred by and among Dealer and its affiliates and Company shall effect such transfer without any
further action by Dealer and (B) after the period of 6 months from the Trade Date (or 1 year from the Trade Date if, at such
time, informational requirements of Rule 144(c) under the Securities Act are not satisfied with respect to Company) has
elapsed in respect of any Restricted Shares delivered to Dealer, unless Dealer is an affiliate of Company at such time or has been
an affiliate of Company in the immediately preceding three months, Company shall promptly remove, or cause the transfer agent for
such Restricted Shares to remove, any legends referring to any such restrictions or requirements from such Restricted Shares upon
request by Dealer (or such affiliate of Dealer) to Company or such transfer agent, without any requirement for the delivery of
any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any
other amount or any other action by Dealer (or such affiliate of Dealer). Notwithstanding anything to the contrary herein, to the
extent the provisions of Rule 144 of the Securities Act or any successor rule are amended, or the applicable interpretation
thereof by the Securities and Exchange Commission or any court change after the Trade Date, the agreements of Company herein shall
be deemed modified to the extent necessary, in the opinion of outside counsel of Company, to comply with Rule 144 of the Securities
Act, as in effect at the time of delivery of the relevant Shares or Share Termination Delivery Property.



 


		(iv)	If the Private Placement Settlement or the Registration Settlement shall not be effected as set
forth in clauses (i) or (ii), as applicable, then failure to effect such Private Placement Settlement or such Registration
Settlement shall constitute an Event of Default with respect to which Company shall be the Defaulting Party.



 


		(l)	Limit on Beneficial
Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled
to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder,
to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder
[and after taking into account any Shares deliverable to Dealer under the letter agreement dated [__________], 2019 between Dealer
and Company regarding Base Warrants (the “Base Warrant Confirmation”)]5,
(i) the Section 16 Percentage would exceed 7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit.
Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery
[and after taking into account any Shares deliverable to Dealer under the Base Warrant Confirmation]6,
(i) the Section 16 Percentage would exceed 7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit.
If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation
to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no
event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16
Percentage would not exceed 7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit.



 


		(m)	Share Deliveries. Notwithstanding anything to the contrary herein, Company agrees
that any delivery of Shares or Share Termination Delivery Property shall be effected by book-entry transfer through the facilities
of DTC, or any successor depositary, if at the time of delivery, such class of Shares or class of Share Termination Delivery Property
is in book-entry form at DTC or such successor depositary.



 


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



 


		(o)	Tax Disclosure. Effective from the date of commencement of discussions concerning
the Transaction, Company 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 Company relating to such tax treatment and tax structure.



 





 






5
Include in Additional Warrant Confirmation.


6
Include in Additional Warrant Confirmation.




 






    23 


     


    

 


		(p)	Maximum Share Delivery.



 


		(i)	Notwithstanding any other provision of this Confirmation, the Agreement or the Equity Definitions,
in no event will Company at any time be required to deliver a number of Shares greater than [Insert Number Equal to Two times
the Number of Shares on the Trade Date] (the “Maximum Number of Shares”) to Dealer in connection with the
Transaction.



 


		(ii)	In the event Company shall not have delivered to Dealer the full number of Shares or Restricted
Shares otherwise deliverable by Company to Dealer pursuant to the terms of the Transaction because Company has insufficient authorized
but unissued Shares that are not reserved for other transactions (such deficit, the “Deficit Shares”), Company
shall be continually obligated to deliver, from time to time, Shares or Restricted Shares, as the case may be, to Dealer until
the full number of Deficit Shares have been delivered pursuant to this Section 9(p)(ii), when, and to the extent that, (A) Shares
are repurchased, acquired or otherwise received by Company or any of its subsidiaries after the Trade Date (whether or not in exchange
for cash, fair value or any other consideration), (B) authorized and unissued Shares previously reserved for issuance in respect
of other transactions become no longer so reserved or (C) Company additionally authorizes any unissued Shares that are not
reserved for other transactions; provided that in no event shall Company deliver any Shares or Restricted Shares to Dealer
pursuant to this Section 9(p)(ii) to the extent that such delivery would cause the aggregate number of Shares and Restricted
Shares delivered to Dealer to exceed the Maximum Number of Shares. Company shall immediately notify Dealer of the occurrence of
any of the foregoing events (including the number of Shares subject to clause (A), (B) or (C) and the corresponding number
of Shares or Restricted Shares, as the case may be, to be delivered) and promptly deliver such Shares or Restricted Shares, as
the case may be, thereafter.



 


		(q)	[Reserved.]



 


		(r)	Right to Extend. Dealer may postpone or add, in whole or in part, any Expiration
Date or any other date of valuation or delivery with respect to some or all of the relevant Warrants (in which event the Calculation
Agent shall make appropriate adjustments to the Daily Number of Warrants with respect to one or more Expiration Dates) if Dealer
determines, in its commercially reasonable judgment, that such extension is reasonably necessary or appropriate to preserve Dealer’s
commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions or to enable Dealer
to effect purchases of Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder
in a manner that would, if Dealer were Issuer or an affiliated purchaser of Issuer, be in compliance with applicable legal, regulatory
or self-regulatory requirements (provided that such requirements, policies and procedures
relate to regulatory issues and are generally applicable in similar situations and are applied in a consistent manner to similar
transactions), or with related policies and procedures applicable to Dealer; provided
that in no event shall Dealer have the right to so postpone or add any Expiration Date(s) or such other date of
valuation, payment or delivery beyond the 90th Expiration Date immediately following the
last Expiration Date or such other date of valuation, payment or delivery (determined
without regard to this Section 9(r)).



 


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



 






    24 


     


    

 


		(t)	Securities Contract; Swap Agreement. The parties hereto intend for (i) the Transaction
to be a “securities contract” and a “swap agreement” as defined in the Bankruptcy Code (Title 11 of the
United States Code) (the “Bankruptcy Code”), and the parties hereto to be entitled to the protections afforded
by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code, (ii) a party’s
right to liquidate the Transaction and to exercise any other remedies upon the occurrence of any Event of Default under the Agreement
with respect to the other party to constitute a “contractual right” as described in the Bankruptcy Code, and (iii) each
payment and delivery of cash, securities or other property hereunder to constitute a “margin payment” or “settlement
payment” and a “transfer” as defined in the Bankruptcy Code.



 


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



 


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



 


		(w)	Early Unwind. In the event the sale of the [“Underwritten Securities”]7[“Option
Securities”]8 (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any
reason, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00
p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment
Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early
Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer
and Company 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 Company represents and acknowledges to the other that, upon an Early Unwind, all obligations with respect
to the Transaction shall be deemed fully and finally discharged.



 


		(x)	Payment by Dealer. Following payment of the Premium, in the event that (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,
Dealer owes to Company an amount calculated under Section 6(e) of the Agreement, or (ii) Dealer owes to Company,
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.



 





 






7
Insert for Base Warrant Confirmation.


8
Insert for Additional Warrant Confirmation.




 






    25 


     


    

 


		(y)	Listing of Warrant Shares. Company shall have submitted an application for the listing
of the Warrant Shares on the Exchange, and such application and listing shall have been approved by the Exchange, subject only
to official notice of issuance, in each case, on or prior to the Premium Payment Date. Company agrees and acknowledges that such
submission and approval shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect
to each obligation of Dealer under Section 2(a)(i) of the Agreement.



 


		(z)	Delivery or Receipt of Cash. For the avoidance of doubt, nothing in this Confirmation
shall be interpreted as requiring Company to cash settle the Transaction, except in circumstances where cash settlement is within
Company’s control (including, without limitation, where the Shares have been converted into or exchanged for cash, where
Company elects to deliver or receive cash, or where Company has made Private Placement Settlement unavailable due to the occurrence
of events within its control) or in those circumstances in which holders of Shares would also receive cash.



 


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



 


		(bb)	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.



 


		(cc)	Tax Matters.



 


		(i)	Payee Tax Representations:



 


For the purpose of Section 3(f) of
the Agreement, Company makes the following representation to Dealer:


 


Company is a U.S. person (as that
term is defined in Section 7701(a)(30) of the Code and used in Section 1.1441-4(a)(3)(ii) of the United States Treasury
Regulations) for U.S. federal income tax purposes.


 


For the purpose of Section 3(f) of
the Agreement, Dealer makes the following representations to Company:


 


[Dealer is a U.S. person (as that
term is defined in Section 7701(a)(30) of the Code and used in Section 1.1441-4(a)(3)(ii) of the United States Treasury
Regulations) for U.S. federal income tax purposes.]9


 


[Dealer is a corporation for U.S.
federal income tax purposes and a “dealer” within the meaning of Section 1.1001-4(b)(1) of the United States
Treasury Regulations.  Dealer is a “foreign person” (as that term is used in section 1.6041-4(a)(4) of the
United States Treasury Regulations) for U.S. federal income tax purposes and each payment received or to be received by it in connection
with this Confirmation is effectively connected with its conduct of a trade or business in the United States.]10


 


		(ii)	Tax Documentation.
For the purposes of Section 4(a)(i) of the Agreement, each party shall provide to the other party a valid
United States IRS Form W-9 or applicable version of IRS Form W-8 (or successor thereto), (A) on or before the date
of execution of this Confirmation and (B) promptly upon learning that any such tax form previously provided by it has become
obsolete or incorrect. Additionally, each party shall, promptly upon request by the other party, provide such other tax forms and
documents reasonably requested by the other party.



 


		(iii)	Withholding Tax Imposed on Payments to non-U.S. Counterparties under the Provisions Known as
the Foreign Account Tax Compliance Act. “Tax” and “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.



 





 






9  Insert
for BofA Securities, Inc.


10 Insert
for BNP Paribas Securities Corp.




 






    26 


     


    

 


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



 


		(dd)	[Insert relevant Dealer QFC Stay Rule language, if any.]



 






    27 


     


    

 





[Dealer Header]




 


Company hereby agrees
to check this Confirmation and to confirm that the foregoing correctly sets forth the terms of the Transaction by signing in the
space provided below and returning to Dealer the fully executed Confirmation via facsimile or e-mail.


  


	 	Very truly yours,
	 	 
	 	[Dealer]
	 	 
	 	By:	      
	 	Authorized Signatory
	 	Name:


 


Accepted and confirmed

as of the Trade Date:


 


	Granite Construction Incorporated
	 
	By:	           	 
	Authorized Signatory	 
	Name: