Exhibit 10.1


 


[Dealer Header]


 


[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] Call Option Transaction




 


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


 


The
definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity
Definitions”), as published by the International Swaps and Derivatives Association, Inc.
(“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity
Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that
are defined in the Offering Memorandum dated [__________], 2019 (the “Offering Memorandum”) relating to
the [__]% Convertible Senior Notes due 2024 (as originally issued by Counterparty, the “Convertible Notes”
and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in
an aggregate initial principal amount of USD [200,000,000] (as increased by [up to]1 an
aggregate principal amount of USD [30,000,000] [if and to the extent that]2 [pursuant
to the exercise by]3 the Initial
Purchasers (as defined herein) [exercise]4 [of]5 their
[over-allotment] option to purchase additional Convertible Notes pursuant to the Purchase Agreement (as defined
herein)) pursuant to an Indenture [to be]6
dated [__________], 2019 (the “Indenture”), between Counterparty and Wilmington Trust,
National Association, as trustee (the “Trustee”). In the event of any inconsistency between the terms
defined in the Offering Memorandum, the Indenture and this Confirmation, this Confirmation shall govern. The parties
acknowledge that this Confirmation is entered into on the date hereof with the understanding that (i) definitions set
forth in the Indenture which are also defined herein by reference to the Indenture and (ii) sections of the Indenture
that are referred to herein will conform to the descriptions thereof in the Offering Memorandum. If any such definitions in
the Indenture or any such sections of the Indenture differ from the descriptions thereof in the Offering Memorandum,
the descriptions thereof in the Offering Memorandum will govern for purposes of this Confirmation. The parties
further acknowledge that the Indenture section numbers used herein are based on the [draft of the Indenture last reviewed by
Dealer and Counterparty as of the date of this Confirmation, and if any such section numbers are changed in the Indenture
as executed, the parties will amend this Confirmation in good faith to preserve the intent of the parties]7[Indenture
as executed]8. Subject to
the foregoing, references to the Indenture herein are references to the Indenture as in effect on the date of its execution,
and if the Indenture is amended or supplemented following such date (other than any amendment or supplement (x) pursuant
to Section 10.01(l) of the Indenture that, as reasonably determined by the Calculation Agent in good faith,
conforms the Indenture to the


 





 



 


1 Include
in the Base Call Option Confirmation.


2 Include
in the Base Call Option Confirmation.


3 Include
in the Additional Call Option Confirmation.


4 Include
in the Base Call Option Confirmation.


5 Include
in the Additional Call Option Confirmation.


6 Insert
if Indenture is not completed at the time of the Confirmation.


7 Include
in the Base Call Option Confirmation. Include in the Additional Call Option Confirmation if it is executed before closing of the
base deal.


8 Include
in the Additional Call Option Confirmation, but only if the Additional Call Option Confirmation is executed after closing of the
base deal.


 


description of Convertible
Notes in the Offering Memorandum or (y) pursuant to Section 14.07 of the Indenture, subject, in the case of this clause
(y), to the second paragraph under “Method of Adjustment” in Section ‎3), any such amendment or supplement
will be disregarded for purposes of this Confirmation (other than as provided in Section 9(j)(ii) below) unless the
parties agree otherwise in writing.


 






     


     


    

 


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


 


1.            This
Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which
this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the
2002 ISDA Master Agreement (the “Agreement”) as if Dealer and Counterparty had executed an agreement in such
form on the date hereof (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) [, (ii) of an executed guarantee of [_________] (“Guarantor”)
dated as of the Trade Date in substantially the form attached hereto as Annex A as a Credit Support Document, (iii) that the
designation of Guarantor as Credit Support Provider in relation to Dealer]9
and (iv)(a) that the “Cross Default” provisions of Section 5(a)(vi) of the Agreement shall apply to
[Dealer/Dealer’s Parent] with a “Threshold Amount” of three percent of the shareholders’ equity of Dealer;
provided that “Specified Indebtedness” shall not include obligations in respect of deposits received in the
ordinary course of Dealer’s banking business, (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.”). 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 Counterparty or any confirmation or other agreement
between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between Dealer and Counterparty,
then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement
to which Dealer and Counterparty are parties, the Transaction shall not be considered a transaction under, or otherwise governed
by, such existing or deemed ISDA Master Agreement.


 


2.            The
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
	 	 
	Option Style:	“Modified American”, as described under “Procedures for Exercise” below
	 	 
	Option Type:	Call
	 	 
	Buyer:	Counterparty
	 	 
	Seller:	Dealer
	 	 
	Shares:	The common stock of Counterparty, par value USD 0.01 per share (Exchange symbol “GVA”).




 





 



 


9 Requested if Dealer is not the highest rated entity
in the group; typically from the Parent.


 






    2


     


    

 


	Number of Options:	[_______]10. For the avoidance of
doubt, the Number of Options shall be reduced by any Options exercised by Counterparty. In no event will the Number of Options
be less than zero.
	 	 
	Applicable Percentage:	[__]%
	 	 
	Option Entitlement:	A number equal to the product of the Applicable Percentage and [______]11.
	 	 
	Strike Price:	USD [______]
	 	 
	Premium:	USD [______]
	 	 
	Premium Payment Date:	[__________], 2019
	 	 
	Exchange:	The New York Stock Exchange
	 	 
	Related Exchange(s):	All Exchanges; provided that Section 1.26 of the Equity Definitions shall be amended to add the words “United
States” before the word “exchange” in the tenth line of such section.
	 	 
	Excluded Provisions:	Section 14.04(h) and Section 14.03 of the Indenture.




 


Procedures for Exercise.

 


	Conversion Date:	With respect to any conversion of a Convertible Note, the date on which the Holder (as such term is defined in the Indenture)
of such Convertible Note satisfies all of the requirements for conversion thereof as set forth in Section 14.02(b) of
the Indenture; provided that in no event shall a Conversion Date be deemed to occur hereunder (and no Option shall be exercised
or deemed to be exercised hereunder) with respect to any surrender of a Convertible Note for conversion in respect of which Counterparty
(x) has elected to designate a financial institution for exchange in lieu of conversion of such Convertible Note pursuant
to Section 14.12 of the Indenture and (y) has not delivered to Dealer a related Notice of Exercise.
	 	 
	Free Convertibility Date:	May 1, 2024
	 	 
	Expiration Time:	The Valuation Time
	 	 
	Expiration Date:	November 1, 2024, subject to earlier exercise.
	 	 
	Multiple Exercise:	Applicable, as described under “Automatic Exercise” below.




 






 



 


10 For the Base Call Option Confirmation, this is
equal to the number of Convertible Notes in principal amount of $1,000 initially issued on the closing date for the Convertible
Notes. For the Additional Call Option Confirmation, this is equal to the number of additional Convertible Notes in principal amount
of $1,000.


11 Insert the initial Conversion Rate for the Convertible
Notes.


 






    3


     


    

 




	Automatic Exercise:	Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date in respect of which a Notice of Conversion
that is effective as to Counterparty has been delivered by the relevant converting Holder, a number of Options equal to [(i)]
the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred [minus (ii) the
number of Options that are or are deemed to be automatically exercised on such Conversion Date under the Base Call Option Transaction
Confirmation letter agreement dated [__________], 2019 between Dealer and Counterparty (the “Base Call Option Confirmation”),]12
shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised
only if Counterparty or the Trustee (or other agent of Counterparty previously identified as such to Dealer by Counterparty in
writing) has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below. If the Trustee
(or any other such agent) provides any Notice of Exercise to Dealer, Dealer shall be entitled to rely on the accuracy of such
Notice of Exercise without any independent investigation, and the contents of such Notice of Exercise shall be binding on Counterparty.
	 	 
	 	Notwithstanding the foregoing,
in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options.
	 	 
	Notice of Exercise:	Notwithstanding anything to the contrary in the Equity Definitions or under “Automatic Exercise” above, in order to
exercise any Options, Counterparty or the Trustee (or other agent of Counterparty previously identified as such to Dealer by Counterparty
in writing) must notify Dealer in writing before 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding
the scheduled first day of the Settlement Averaging Period for the Options being exercised (the “Exercise Notice Deadline”)
of (i) the number of such Options, (ii) the scheduled first day of the Settlement Averaging Period and the scheduled
Settlement Date, (iii) the Relevant Settlement Method for such Options, and (iv) if the settlement method for the related
Convertible Notes is not Settlement in Shares or Settlement in Cash (each as defined below), the fixed amount of cash per Convertible
Note that Counterparty has elected to deliver to Holders (as such term is defined in the Indenture) of the related Convertible
Notes (the “Specified Cash Amount”); provided that notwithstanding
the foregoing, such notice (and the related exercise of Options) shall be effective if given after the Exercise Notice Deadline,
but prior to 4:00 p.m. (New York City time) on the fifth Scheduled Valid Day following the Exercise Notice Deadline, in which
event the Calculation Agent shall have the right to adjust the delivery obligation under this Confirmation as appropriate to reflect
the commercially reasonable additional costs (including, but not limited to, additional costs related to hedging mismatches and
market losses assuming that Dealer maintains a commercially reasonable hedge position) and reasonable expenses incurred by Dealer
in connection with its (or any of its affiliates’) commercially reasonable hedging activities related to this Transaction
(including the unwinding of any commercially reasonable hedge position) as a result of Dealer not having received such notice
on or prior to the Exercise Notice Deadline; and provided further that in respect of any Options relating to Convertible
Notes with a Conversion Date occurring on or after the Free Convertibility Date, (A) such notice may be given on or prior
to the second Scheduled Valid Day immediately preceding the Expiration Date and need only specify the information required in
clause (i) above, and (B) if the Relevant Settlement Method for such Options is (x) Net Share Settlement and the
Specified Cash Amount is not USD 1,000, (y) Cash Settlement or (z) Combination Settlement, Dealer shall have received
a separate notice (the “Notice of Final Settlement Method”) in respect of all such Convertible Notes before
5:00 p.m. (New York City time) on the Free Convertibility Date specifying the information required in clauses (iii) and
(iv) above. If the Trustee (or any other such agent) provides such notice to Dealer,
Dealer shall be entitled to rely on the accuracy of any such notice without any independent investigation, and the contents of
such notice shall be binding on Counterparty. Counterparty acknowledges its responsibilities under applicable securities
laws, and in particular Section 9 and Section 10(b) of the Exchange Act (as defined below) and the rules and
regulations thereunder, in respect of any election of a settlement method with respect to the Convertible Notes.





 





 



 


12 Include for Additional Call Option Confirmation
only.


 






    4


     


    

 


	Valuation Time:	At the close of trading of the regular trading session on the Exchange; 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.
	 	 
	Market Disruption Event:	Section 6.3(a) of the Equity Definitions is hereby replaced in its entirety by the following:
	 	 
	 	“‘Market Disruption Event’ means, in respect of a Share, (i) a failure by the primary United States national
or regional securities exchange or market on which the Shares are listed or admitted for trading to open for trading during its
regular trading session or (ii) the occurrence or existence prior to 1:00 p.m. (New York City time) on any Scheduled
Valid Day for the Shares for more than one half-hour period in the aggregate during regular trading hours of any suspension or
limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise)
in the Shares or in any options contracts or futures contracts relating to the Shares.”








 






    5


     


    

 


Settlement Terms.


 


	Settlement Method:	For any Option, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for such Option is
not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if Counterparty
or Trustee (or other agent of Counterparty previously identified as such to Dealer by Counterparty in writing) shall have notified
Dealer of the Relevant Settlement Method in the Notice of Exercise or Notice of Final Settlement Method, as applicable, for such
Option. If the Trustee (or any other such agent) provides any such notice, Dealer shall be entitled to rely on the accuracy of
such notice without any independent investigation, and the contents of such notice shall be binding on Counterparty.
	 	 
	Relevant Settlement Method:	In respect of any Option:
	 	 
	 	(i)        if Counterparty has elected to settle its conversion
obligations in respect of the related Convertible Note (A) entirely in Shares pursuant to Section 14.02(a)(iv)(A) of
the Indenture (together with cash in lieu of fractional Shares) (such settlement method, “Settlement in Shares”),
(B) in a combination of cash and Shares pursuant to Section 14.02(a)(iv)(C) of the Indenture with a Specified Cash
Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”) or (C) in a combination
of cash and Shares pursuant to Section 14.02(a)(iv)(C) of the Indenture with a Specified Cash Amount equal to USD 1,000,
then, in each case, the Relevant Settlement Method for such Option shall be Net Share Settlement;
	 	 
	 	(ii)       if Counterparty has elected to settle its conversion
obligations in respect of the related Convertible Note in a combination of cash and Shares pursuant to Section 14.02(a)(iv)(C) of
the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be
Combination Settlement; and
	 	 
	 	(iii)      if Counterparty has elected to settle its conversion
obligations in respect of the related Convertible Note entirely in cash pursuant to Section 14.02(a)(iv)(B) of the Indenture
(such settlement method, “Settlement in Cash”), then the Relevant Settlement Method for such Option shall be
Cash Settlement.
	 	 
	Net Share Settlement:	If Net Share Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty,
on the relevant Settlement Date for each such Option, a number of Shares (the “Net Share Settlement Amount”)
equal to the sum, for each Valid Day during the Settlement Averaging Period for each such Option, of (i) (a) the Daily
Option Value for such Valid Day, divided by (b) the Relevant Price on such Valid Day, divided by (ii) the
number of Valid Days in the Settlement Averaging Period; provided that in no event shall the Net Share Settlement Amount
for any Option exceed a number of Shares equal to the Applicable Limit for such Option divided by the Applicable Limit
Price on the Settlement Date for such Option.
	 	 
	 	Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Share Settlement Amount
valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.





 






    6


     


    

 


	Combination Settlement:	If Combination Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will pay or deliver, as
the case may be, to Counterparty, on the relevant Settlement Date for each such Option:
	 	 




 


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




 


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





 






    7


     


    

 


	Cash Settlement:	If Cash Settlement is applicable to any Option exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity
Definitions, Dealer will pay to Counterparty, on the relevant Settlement Date for each such Option, an amount of cash (the “Cash
Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of
(i) the Daily Option Value for such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging
Period; provided that in no event shall the Cash Settlement Amount for any Option
exceed the Applicable Limit for such Option.
	 	 
	Daily Option Value:	For any Valid Day, an amount equal to (i) the Option Entitlement on such Valid Day, multiplied by (ii) the Relevant
Price on such Valid Day less the Strike Price on such Valid Day; provided that if the calculation contained in clause
(ii) above results in a negative number, the Daily Option Value for such Valid Day shall be deemed to be zero. In no event
will the Daily Option Value be less than zero.
	 	 
	Make-Whole Adjustment:	Notwithstanding anything to the contrary herein, in respect of any exercise of Options relating to a conversion of Convertible
Notes in connection with a Make-Whole Fundamental Change (as defined in the Indenture) or a Notice of Redemption, in each case,
for which additional Shares will be added to the “Conversion Rate” (as defined in the Indenture) as determined pursuant
to Section 14.03 of the Indenture, the Daily Option Value shall be calculated as if the Option Entitlement included the Applicable
Percentage of the number of such additional Shares as determined with reference to the adjustment set forth in such Section 14.03
of the Indenture; provided that if the sum of (i) the product of (a) the number of Shares (if any) deliverable
by Dealer to Counterparty per exercised Option and (b) the Applicable Limit Price on the Settlement Date and (ii) the
amount of cash (if any) payable by Dealer to Counterparty per exercised Option would otherwise exceed the amount per Option, as
determined by the Calculation Agent, that would be payable by Dealer under Section 6 of the Agreement if (x) the relevant
Conversion Date were an Early Termination Date resulting from an Additional Termination Event with respect to which the Transaction
was the sole Affected Transaction and Counterparty was the sole Affected Party and (y) Section 14.03 of the Indenture
were deleted, then each Daily Option Value shall be proportionately reduced to the extent necessary to eliminate such excess.
	 	 
	Applicable Limit:	For any Option, an amount of cash equal to the Applicable Percentage multiplied by the excess of (i) the aggregate
of (A) the amount of cash, if any, paid to the Holder of the related Convertible Note upon conversion of such Convertible
Note and (B) the number of Shares, if any, delivered to the Holder of the related Convertible Note upon conversion of such
Convertible Note multiplied by the Applicable Limit Price on the Settlement Date for such Option, over (ii) USD 1,000.





 






    8


     


    

 


	Applicable Limit Price:	On any day, the opening price as displayed under the heading “Op” on Bloomberg page GVA <equity> (or any
successor thereto).
	 	 
	Valid Day:	A day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on the Exchange
or, if the Shares are not then listed on the Exchange, on the principal other national or regional securities exchange on which
the Shares are then listed or, if the Shares are not then listed on a United States national or regional securities exchange,
on the principal other United States market on which the Shares are then listed or admitted for trading. If the Shares are not
so listed or admitted for trading, “Valid Day” means a Business Day.
	 	 
	Scheduled Valid Day:	A day that is scheduled to be a Valid Day on the principal United States national or regional securities exchange or market on
which the Shares are listed or admitted for trading. If the Shares are not so listed or admitted for trading, “Scheduled
Valid Day” means a Business Day.
	 	 
	Business Day:	Any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law
or executive order to close or be closed.
	 	 
	Relevant Price:	On any Valid Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg
page GVA <equity> AQR (or its equivalent successor if such page is not available) in respect of the period from
the scheduled opening time of the Exchange to the Scheduled Closing Time of the Exchange on such Valid Day (or if such volume-weighted
average price is unavailable at such time, the market value of one Share on such Valid Day, as determined by the Calculation Agent
in a good faith and commercially reasonable manner using, if practicable, a volume-weighted average method). The Relevant Price
will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.
	 	 
	Settlement Averaging Period:	For any Option:





 


		(i)	if the related Conversion Date occurs prior to the Free Convertibility Date, the 45 consecutive
Valid Days commencing on, and including, the second Valid Day following such Conversion Date; provided that if the Notice
of Exercise for such Option specifies that Settlement in Shares or Low Cash Combination Settlement applies to the related Convertible
Note, the Settlement Averaging Period shall be the 90 consecutive Valid Day period commencing on, and including, the second Valid
Day immediately following such Conversion Date;




 






    9


     


    

 


		(ii)	if the related Conversion Date occurs on or following the Free Convertibility Date, the 45 consecutive
Valid Days commencing on, and including, the 46th Scheduled Valid Day immediately prior to the Expiration Date; provided
that if the Notice of Exercise or Notice of Final Settlement Method, as applicable, for such Option specifies that Settlement in
Shares or Low Cash Combination Settlement applies to the related Convertible Note, the Settlement Averaging Period shall be the
90 consecutive Valid Days commencing on, and including, the 91st Scheduled Valid Day immediately prior to the Expiration
Date.
	 	 	 
	 	 	 



 


	Settlement Date:	For any Option, the second Business Day immediately following the final Valid Day of the Settlement Averaging Period for such
Option.
	 	 
	Settlement Currency:	USD
	 	 
	Other Applicable Provisions:	The provisions of Sections 9.1(c), 9.8, 9.9, 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 “Share Settled”. “Share
Settled” in relation to any Option means that Net Share Settlement or Combination Settlement is applicable to that Option.
	 	 
	Representation and Agreement:	Notwithstanding anything to the contrary in the Equity Definitions (including, but not limited to, Section 9.11 thereof),
the parties acknowledge that (i) any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions and
limitations arising from Counterparty’s status as issuer of the Shares under applicable securities laws, (ii) Dealer
may deliver any Shares required to be delivered hereunder in certificated form in lieu of delivery through the Clearance System
and (iii) any Shares delivered to Counterparty may be “restricted securities” (as defined in Rule 144 under
the Securities Act of 1933, as amended (the “Securities Act”)).





 


3.            Additional
Terms applicable to the Transaction.


 


Adjustments applicable to the
Transaction:


 


	Potential Adjustment Events:	Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence
of any event or condition, as set forth in any Dilution Adjustment Provision, that would result in an adjustment under the Indenture
to the “Conversion Rate” or the composition of a “unit of Reference Property” or to any “Last Reported
Sale Price”, “Daily VWAP,” “Daily Conversion Value” or “Daily Settlement Amount”
(each as defined in the Indenture). For the avoidance of doubt, Dealer shall not have any delivery or payment obligation hereunder,
and no adjustment shall be made to the terms of the Transaction, on account of (x) any distribution of cash, property or
securities by Counterparty to holders of the Convertible Notes (upon conversion or otherwise) or (y) any other transaction
in which holders of the Convertible Notes are entitled to participate, in each case, in lieu of an adjustment under the Indenture
of the type referred to in the immediately preceding sentence (including, without limitation, pursuant to the fourth sentence
of the first paragraph of Section 14.04(c) of the Indenture or the fifth sentence of Section 14.04(d) of the
Indenture.





 






    10


     


    

 


	Method of Adjustment:	Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions (and, for
the avoidance of doubt, in lieu of any adjustments pursuant to such Section), upon any Potential Adjustment Event, the Calculation
Agent shall make a corresponding adjustment in respect of any adjustment to the Convertible Notes under the Indenture to any one
or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement
or payment for the Transaction as determined by reference to the Dilution Adjustment Provisions, to the extent an adjustment is
required under the Indenture.
	 	 
	 	Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below:





 


	 	 	 
		(i)	if the Calculation Agent in good faith and in a commercially reasonable manner disagrees with any
adjustment pursuant to the terms of the Indenture that is the basis of any adjustment hereunder and that involves an exercise of
discretion by Counterparty or its board of directors (including, without limitation, pursuant to Section 14.05 of the Indenture,
Section 14.07 of the Indenture or any supplemental indenture entered into thereunder or in connection with any proportional
adjustment or the determination of the fair value of any securities, property, rights or other assets), then in each such case,
the Calculation Agent will determine the adjustment to be made to any one or more of the Strike Price, Number of Options, Option
Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction in a commercially reasonable
manner; provided that, notwithstanding the foregoing, if any Potential Adjustment Event occurs during the Settlement Averaging
Period but no adjustment was made to any Convertible Note under the Indenture because the relevant Holder (as such term is defined
in the Indenture) was deemed to be a record owner of the underlying Shares on the related Conversion Date, then the Calculation
Agent shall make an adjustment, as determined by it in good faith and in a commercially reasonable manner, to the terms hereof
in order to account for such Potential Adjustment Event;




 






    11


     


    

 


		(ii)	in connection with any Potential Adjustment Event as a result of an event or condition set forth
in Section 14.04(b) of the Indenture or Section 14.04(c) of the Indenture where, in either case, the period
for determining “Y” (as such term is used in Section 14.04(b) of the Indenture) or “SP0”
(as such term is used in Section 14.04(c) of the Indenture), as the case may be, begins before Counterparty has publicly
announced the event or condition giving rise to such Potential Adjustment Event, then the Calculation Agent shall have the right
to adjust any variable relevant to the exercise, settlement or payment for the Transaction as appropriate to reflect the commercially
reasonable costs documented in writing in reasonable detail (including, but not limited to, hedging mismatches and market losses
customary in this context for transactions of this type) and commercially reasonable expenses incurred by Dealer in connection
with its hedging activities customary in this context for transactions of this type (subject to the requirements set forth under
Hedging Adjustments below) as a result of such event or condition not having been publicly announced prior to the beginning of
such period; and
	 	 	 
		(iii)	if any Potential Adjustment Event is declared by Counterparty and (a) the event or condition
giving rise to such Potential Adjustment Event is subsequently amended, modified, cancelled or abandoned, (b) the “Conversion
Rate” (as defined in the Indenture) is otherwise not adjusted at the time or in the manner contemplated by the relevant Dilution
Adjustment Provision based on such declaration or (c) the “Conversion Rate” (as defined in the Indenture) is adjusted
as a result of such Potential Adjustment Event and subsequently re-adjusted (each of clauses (a), (b) and (c), a “Potential
Adjustment Event Change”) then, in each case, but without duplication, the Calculation Agent shall have the right to
adjust any variable relevant to the exercise, settlement or payment for the Transaction as appropriate to reflect the commercially
reasonable costs documented in writing in reasonable detail (including, but not limited to, hedging mismatches and market losses
customary in this context for transactions of this type) and commercially reasonable expenses incurred by Dealer in connection
with its hedging activities (subject to the requirements set forth under Hedging Adjustments below) as a result of such Potential
Adjustment Event Change.




 






    12


     


    

 


	Dilution Adjustment Provisions:	Sections 14.04(a), (b), (c), (d) and (e) and Section 14.05 of the Indenture.
	 	 





 


Extraordinary Events applicable
to the Transaction:


 


	Merger Events:	Applicable; provided that notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event”
means the occurrence of any event or condition set forth in Section 14.07(a) of the Indenture.
	 	 
	Tender Offers:	Applicable; provided that notwithstanding Section 12.1(d) of the Equity Definitions, a “Tender Offer”
means the occurrence of any event or condition set forth in Section 14.04(e) of the Indenture.
	 	 
	Consequences of Merger Events /	 
	Tender Offers:	Notwithstanding Section 12.2 and Section 12.3 of the Equity Definitions, upon the occurrence of a Merger Event or a
Tender Offer, the Calculation Agent shall make a corresponding adjustment in respect of any adjustment required to be made under
the Indenture to any one or more of the nature of the Shares (in the case of a Merger Event), Strike Price, Number of Options,
Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction (as determined by
the Calculation Agent acting in good faith and in a commercially reasonable manner by reference to the relevant provisions of
the Indenture), subject to the second paragraph under “Method of Adjustment”; provided, however, that
such adjustment shall be made without regard to any adjustment to the Conversion Rate pursuant to any Excluded Provision; provided
further that if, with respect to a Merger Event or a Tender Offer, (i) the consideration for the Shares includes (or,
at the option of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized
under the laws of the United States, any State thereof or the District of Columbia or (ii) the Counterparty to the Transaction
following such Merger Event or Tender Offer will not be a corporation organized under the laws of the United States, any State
thereof or the District of Columbia, then, in either case, Cancellation and Payment (Calculation Agent Determination) may apply
at Dealer’s sole election.





 






    13


     


    

 


	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:	Applicable
	 	 
	Hedging Disruption:	Applicable; provided that:





 


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



 


	 	 
	Increased Cost of Hedging:	Not Applicable
	 	 
	Hedging Party:	For all applicable Additional Disruption Events, Dealer.





 






    14


     


    

 


	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 Counterparty, Determining Party will provide to Counterparty by email to the email address provided by Counterparty
in such written request a report (in a commonly used file format for the storage and manipulation of financial data) displaying
in reasonable detail the basis for such calculation; provided, however, that in no event will Determining Party
be obligated to share with Counterparty any proprietary or confidential data or information or any proprietary or confidential
models used by it.
	 	 
	Non-Reliance:	Applicable
	 	 
	Agreements and Acknowledgments	 
	Regarding Hedging Activities:	Applicable
	 	 
	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 (other than an adjustment made by reference to the Indenture),
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.
	 	 
	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 Counterparty of such failure, Counterparty shall have
the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during
the period commencing on the 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 Counterparty, the Calculation Agent shall provide to Counterparty
by email to the email address provided by Counterparty in such written request a report (in a commonly used file format for the
storage and manipulation of financial data) displaying in reasonable detail the basis for such calculation; provided, however,
that in no event will Dealer be obligated to share with Counterparty any proprietary or confidential data or information or any
proprietary or confidential models used by it.


 


5.            Account
Details.


 


		(a)	Account for payments to Counterparty:



 


	Bank:	[____________]




 


	ABA#:	[____________]




 


	Acct No.:	[____________]




 


	Beneficiary:	[____________]




 


	Ref:	[____________]




 






    15


     


    

 



 


Account for delivery of Shares to Counterparty:


 


[____________]


 


		(b)	Account for payments to Dealer:



 


		Bank:	[____________]




		ABA#:	[____________]




		Acct No.:	[____________]




		Beneficiary:	[____________]




		Ref:	[____________]



 


[____________]


 


6.            Offices.


 


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



 


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



 


[Dealer’s Office Address]


 


7.            Notices.


 


		(a)	Address for notices or communications to Counterparty:



 


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.


 


I.            Representations,
Warranties and Covenants of Counterparty. Each of the representations and warranties of Counterparty set forth in Section 1
of the Purchase Agreement (the “Purchase Agreement”) dated as of [__________], 2019, among Counterparty, 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. Counterparty
hereby further represents and warrants to Dealer on the date hereof and on and as of the Premium Payment Date that:


 


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



 






    16


     


    

 


		(b)	Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations
of Counterparty hereunder will conflict with or result in a breach of (1) the certificate of incorporation or by-laws (or
any equivalent documents) of Counterparty, 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 Counterparty or any
of its subsidiaries is a party or by which Counterparty or any of its subsidiaries is bound or to which Counterparty or any of
its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or
instrument, except, in the case of clauses (2) through (4), as would not reasonably be expected to result in a material adverse
effect on Counterparty, Counterparty’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 Counterparty of this Confirmation, except
such as have been obtained or made and such as may be required under the Securities Act or state securities laws 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 Counterparty, Counterparty’s ability to perform its obligations hereunder, Dealer or Dealer’s rights and
obligations hereunder.



 


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



 


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



 


		(f)	To Counterparty’s knowledge, no U.S. state or local law, rule, regulation or regulatory order
applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation
a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however
defined) Shares, other than any regulation that Dealer would be subject to solely as a result of it being a regulated entity under
various applicable laws, including U.S. securities laws and FINRA regulations.



 


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



 


		II.	Representations, Warranties and Covenants of Counterparty
and Dealer. Counterparty and Dealer hereby represent and warrant to Dealer and Counterparty, respectively, on the date hereof
and on and as of the Premium Payment Date that:



 


		(a)	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).



 


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



 






    17


     


    

 


9.            Other
Provisions.


 


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



 


		(b)	Repurchase Notices. Counterparty shall, on any day on which Counterparty 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 as determined on such day is (i) less than [__]13
million (in the case of the first such notice) or (ii) thereafter more than [__]14
million less than the number of Shares included in the immediately preceding Repurchase Notice. Counterparty agrees to indemnify
and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and
controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating
to Dealer’s 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 may become subject to, as a result of Counterparty’s failure to provide
Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon
written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating,
preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action,
proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified
Person as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph,
such Indemnified Person shall promptly notify Counterparty in writing, and Counterparty, upon request of the Indemnified Person,
shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Counterparty
may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Counterparty
shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent,
but if settled with such consent or if there be a final judgment for the plaintiff, Counterparty agrees to indemnify any Indemnified
Person from and against any loss or liability by reason of such settlement or judgment. Counterparty shall not, without the prior
written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph
that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder
by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability
on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification
provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages
or liabilities referred to therein, then Counterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall
contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities.
The remedies provided for in this paragraph ‎(b) are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this
paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.



 





 



 


13
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 Shares underlying the Transaction (including the number of Shares underlying
any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with
Counterparty) to increase by 0.5%. To be based on Dealer with highest applicable percentage.


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




 






    18


     


    

 


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



 


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



 


		(e)	Transfer or Assignment.



 


		(i)	Counterparty shall have the right to transfer or assign its rights and obligations hereunder with
respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided
that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to
the following conditions:



 


		(A)	With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification
obligations pursuant to Section ‎9(b) or any obligations under Section ‎9(o) or ‎9(t) of this
Confirmation;



 


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



 


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



 


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



 






    19


     


    

 


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



 


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



 


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



 


		(ii)	Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights
or obligations under the Transaction (A) to any affiliate of Dealer (1) that has a long-term issuer rating that is equal
to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder
will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions,
by Dealer or Dealer’s ultimate parent, or (B) to any other third party with a long-term issuer rating equal to or better
than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s
Rating Group, Inc. or its successor (“S&P”), or A3 by Moody’s Investor Service, Inc. (“Moody’s”)
or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating
agency mutually agreed by Counterparty and Dealer; provided that either (1) the transferee or assignee is a “dealer
in securities” within the meaning of Section 475(c)(1) of the Tax Code or (2) the transfer does not result
in a deemed exchange by Counterparty within the meaning of Section 1001 of the Tax Code. After such transfer or assignment,
(1) Counterparty will not, as a result of such transfer or assignment, receive from the transferee or assignee an amount less
than the amount that Counterparty would have received from Dealer in the absence of such transfer or assignment (and, for the avoidance
of doubt, as a condition to any transfer or assignment contemplated by this paragraph, such transferee or assignee shall agree
to pay such additional amounts, if any, as necessary to result in Counterparty’s receiving the amount that Counterparty would
have received from Dealer in the absence of such transfer or assignment), and (2) Dealer shall cause any transferee or assignee
to make such Payee Tax Representations to make any necessary determination pursuant to clause (1) of this sentence. If at
any time at which (A) the Section 16 Percentage exceeds 7.5%, (B) the Option Equity Percentage exceeds 14.5%, or
(C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or
(C), an “Excess Ownership Position”), Dealer, acting in good faith, is unable after using its commercially reasonable
efforts to effect a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within
a time period reasonably acceptable to Dealer such that no Excess Ownership Position exists, then Dealer may designate any Exchange
Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”),
such that following such partial termination no Excess Ownership Position exists. In the event that Dealer so designates an Early
Termination Date with respect to a portion of the Transaction, a payment shall be made pursuant to Section 6 of the Agreement
as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction
and a Number of Options equal to the number of Options underlying the Terminated Portion, (2) Counterparty were the sole Affected
Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for
the avoidance of doubt, the provisions of Section ‎9(m) shall apply to any amount that is payable by Dealer to Counterparty
pursuant to this sentence as if Counterparty was not the Affected Party). The “Section 16 Percentage” as
of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and
any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership”
test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange
Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange
Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16
of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the
denominator of which is the number of Shares outstanding on such day. The “Option Equity Percentage” as of any
day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number
of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other call option transaction
sold by Dealer to Counterparty, and (B) the denominator of which is the number of Shares outstanding. The “Share
Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated
with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory
order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable
Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a
relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable
Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting
or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person
(except for any filing requirements on Form 13F, Schedule 13D or Schedule 13G under
the Exchange Act, in each case, as in effect on the Trade Date), 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.



 






    20


     


    

 


		(iii)	Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing
Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from
Counterparty, Dealer may designate any of its affiliates (each, a “Dealer Designated Affiliate”) to purchase,
sell, receive or deliver such Shares or other securities, or to make or receive such payment in cash, and otherwise to perform
Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that
such Dealer Designated Affiliate shall comply with the provisions of this Confirmation in the same manner as Dealer would have
been required to comply. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance.



 


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



 


		(i)	in such notice, Dealer will specify to Counterparty the related Staggered Settlement Dates (the
first of which will be such Nominal Settlement Date and the last of which will be no later than the twentieth (20th) Exchange Business
Day following such Nominal Settlement Date) and the number of Shares that it will deliver on each Staggered Settlement Date;



 


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



 


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



 






    21


     


    

 


		(g)	[Reserved.]



 


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



 


		(i)	Dividends. If at any time during the period from and including the Effective Date,
to but excluding the Expiration Date, (i) an ex-dividend date for a regular quarterly cash dividend occurs with respect to
the Shares (an “Ex-Dividend Date”), and that dividend is less than the Regular Dividend on a per Share basis
or (ii) if no Ex-Dividend Date for a regular quarterly cash dividend occurs with respect to the Shares in any quarterly dividend
period of Counterparty, then the Calculation Agent will make a corresponding adjustment in good faith and in a commercially reasonable
manner to any one or more of the Strike Price, Number of Options, Option Entitlement and/or any other variable relevant to the
exercise, settlement or payment for the Transaction to preserve the fair value of the Options after taking into account such dividend
or lack thereof. “Regular Dividend” shall mean USD 0.13 per Share per quarter. Upon any adjustment to the Initial
Dividend Threshold (as defined in the Indenture) for the Convertible Notes pursuant to the Indenture, the Calculation Agent will
make a corresponding adjustment to the Regular Dividend for the Transaction.



 


		(j)	Additional Termination Events.



 


		(i)	Notwithstanding anything to the contrary in this Confirmation if an event of default with respect
to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture, then such event
of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional
Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole
Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of
the Agreement.



 


		(ii)	Notwithstanding anything to the contrary in this Confirmation, the occurrence of an Amendment Event
shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination
Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected
Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of
the Agreement. “Amendment Event” means that Counterparty amends, modifies, supplements, waives or obtains a
waiver in respect of any term of the Indenture or the Convertible Notes governing the principal amount, coupon, maturity, repurchase
obligation of Counterparty, redemption right of Counterparty, any term relating to conversion of the Convertible Notes (including
changes to the conversion rate, conversion rate adjustment provisions, conversion settlement dates or conversion conditions), or
any term that would require consent of the holders of not less than 100% of the principal amount of the Convertible Notes to amend
(other than, in each case, any amendment or supplement (x) pursuant to Section 10.01(l) of the Indenture that, as
determined by the Calculation Agent, conforms the Indenture to the description of Convertible Notes in the Offering Memorandum
or (y) pursuant to Section 14.07 of the Indenture), in each case, without the consent of Dealer.



 






    22


     


    

 


		(iii)	Promptly (but in any event within ten Exchange Business Days) following any Repurchase Event (as
defined below), Counterparty may notify Dealer of such Repurchase Event and the aggregate principal amount of Convertible Notes
subject to such Repurchase Event (any such notice, an “Convertible Notes Repurchase Notice”); provided that
no such Convertible Notes Repurchase Notice shall be effective unless it contains the representation by Counterparty set forth
in Section 8(e) as of the date of such Convertible Notes Repurchase Notice. The receipt by Dealer from Counterparty of
any Convertible Notes Repurchase Notice shall constitute an Additional Termination Event as provided in this Section 9(j)(iii).
Upon receipt of any such Convertible Notes Repurchase Notice, Dealer shall promptly designate an Exchange Business Day following
receipt of such Convertible Notes Repurchase Notice (which Exchange Business Day shall be on or as promptly as reasonably practicable
after the related settlement date for the relevant Repurchase Event) as an Early Termination Date with respect to the portion of
the Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the
number of such Convertible Notes specified in such Convertible Notes Repurchase Notice[, minus the “Repurchase Options”
(as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes specified in such Convertible
Notes Repurchase Notice]15 and (B) the
Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall
be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination (the “Repurchase
Unwind Payment”) shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination
Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to
the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination
Event, (3) no adjustment to the “Conversion Rate” (as defined in the Indenture) for the Convertible Notes has
occurred pursuant to any Excluded Provision, (4) the relevant Convertible Notes remain outstanding as if the circumstances
related to the Repurchase Event had not occurred, (5) the relevant Repurchase Event and any conversions, adjustments, agreements,
payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, and (6) the terminated
portion of the Transaction were the sole Affected Transaction. “Repurchase Event” means that (i) any Convertible
Notes are repurchased (whether pursuant to Section 15.02 of the Indenture or otherwise) by Issuer, Counterparty or any of
Issuer’s subsidiaries, are cancelled and are no longer Outstanding under the Indenture, (ii) any Convertible Notes are
redeemed pursuant to Section 16.01 of the Indenture by Issuer and are no longer Outstanding under the Indenture, (iii) any
Convertible Notes are delivered to Issuer or Counterparty in exchange for delivery of any property or assets of Issuer, Counterparty
or any of Issuer’s subsidiaries (howsoever described), are cancelled and are no longer Outstanding under the Indenture, (iv) any
principal of any Convertible Notes is repaid in full prior to the final maturity date of the Convertible Notes (other than upon
acceleration of the Convertible Notes pursuant to Section 6.02 of the Indenture) and such Convertible Notes are cancelled
and are no longer Outstanding under the Indenture, or (v) any Convertible Notes are exchanged by or for the benefit of the
Holders thereof for any other securities of Issuer, Counterparty or any of Issuer’s affiliates (or any other property, or
any combination thereof) pursuant to any exchange offer or similar transaction and such Convertible Notes are cancelled and are
no longer Outstanding under the Indenture; provided that any conversion of Convertible Notes by Holders for cash, Shares
or a combination thereof pursuant to the terms of the Indenture shall not constitute a Repurchase Event. The terms “Outstanding”
and “Holders” as used in the immediately preceding sentence are used as defined in the Indenture.



 





 



 


15 Include in the Additional Call Option Confirmation.


 






    23


     


    

 


		(k)	Amendments to Equity Definitions.



 


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



 


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



 


		(iii)	Section 12.9(b)(vi) of the Equity Definitions is hereby amended by (1) adding the
word “or” immediately before subsection “(B)”, (2) deleting the comma at the end of subsection (A),
(3) deleting subsection (C) in its entirety, (4) deleting the word “or” immediately preceding subsection
(C) and (5) replacing the words “either party” in the last sentence of such Section with “Dealer”.



 


		(l)	No Setoff. 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.



 


		(m)	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 Counterparty’s control,
or (iii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is
the Affected Party other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of
the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement, in each case that resulted
from an event or events outside Counterparty’s control), and if Dealer would owe any amount to Counterparty pursuant to Section 6(d)(ii) of
the Agreement or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment
Obligation”), then Dealer shall notify Counterparty as soon as reasonably practicable after such Payment Obligation is
known and shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Counterparty
gives irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New
York City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or
Delisting), Early Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative
shall not apply, (b) Counterparty remakes the representation set forth in Section ‎8(f) as of the date of such
election and (c) Dealer agrees, in its 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, Dealer shall deliver to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable
period of time after, the date when the relevant Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9
of the Equity Definitions or Section 6(d)(ii) and 6(e) of the Agreement, as applicable, in satisfaction of such
Payment Obligation in the manner reasonably requested by Counterparty free of payment.




 






    24


     


    

 


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




 


	Share Termination Unit Price:	The value of property contained in one Share Termination Delivery Unit, as determined by the Calculation Agent in its discretion
by commercially reasonable means and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation.
For the avoidance of doubt, the parties agree that in determining the Share Termination Delivery Unit Price the Calculation Agent
may consider the purchase price paid in connection with the purchase of Share Termination Delivery Property if such price is commercially
reasonable.




 


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




 


	Failure to Deliver:	Applicable




 


	Other applicable provisions:	If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.11 and 9.12 (as modified above) of the
Equity Definitions and the provisions set forth opposite the caption “Representation and Agreement” in Section ‎2
will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references
to “Share Termination Settled” and all references to “Shares” shall be read as references to “Share
Termination Delivery Units”. “Share Termination Settled” in relation to the Transaction means that Share Termination
Alternative is applicable to the Transaction.




 


		(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 either party has represented, expressly or otherwise, that such
other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges
that it and the other party have been induced to enter into the Transaction, as applicable, by, among other things, the mutual
waivers and certifications provided herein.



 






    25


     


    

 


		(o)	Registration. Counterparty hereby agrees that if, in the good faith reasonable judgment
of Dealer, based on the advice of counsel, the Shares (“Hedge Shares”) acquired by Dealer for the purpose of
maintaining a commercially reasonable hedge with respect to its obligations pursuant to the Transaction cannot be sold in the U.S.
public market by Dealer without registration under the Securities Act, Counterparty shall, at its election, either (i) in
order to allow Dealer to sell the Hedge Shares in a registered offering, make available to Dealer an effective registration statement
under the Securities Act that covers the resale of such Hedge Shares and enter into an agreement, in form and substance reasonably
satisfactory to Dealer, substantially in the form of an underwriting agreement for a registered secondary offering for companies
of a similar size in a similar industry; provided, however, that if Dealer, in its sole reasonable discretion, is
not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation
for the registered offering referred to above, then clause (ii) or clause (iii) of this paragraph shall apply at the
election of Counterparty, (ii) in order to allow Dealer to sell the Hedge Shares in a private placement, enter into a private
placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities
of companies of comparable size, maturity and line of business, in form and substance reasonably satisfactory to Dealer (in which
case, the Calculation Agent shall make any commercially reasonable adjustments to the terms of the Transaction that are necessary,
in its reasonable judgment, to compensate Dealer for any discount from the public market price of the Shares incurred on the sale
of Hedge Shares in a private placement), or (iii) purchase the Hedge Shares from Dealer at the then-current market price on
such Exchange Business Days, and in the amounts and at such time(s), requested by Dealer.



 


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



 


		(q)	Right to Extend. Dealer may postpone or add, in whole or in part, any Valid Day or
Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to
some or all of the Options hereunder, if Dealer reasonably determines, in its discretion, that such action 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 Counterparty or an affiliated purchaser of
Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and
procedures applicable to Dealer (provided that such requirements, policies and procedures
relate to legal or regulatory issues and are generally applicable in similar situations and are applied in a consistent manner
to similar transactions); provided that in no event shall Dealer have the right to so postpone or add any Valid Day(s) or
any such other date beyond the 90th Valid Day immediately following the last Valid Day of the relevant Settlement Averaging Period
(determined without regard to this Section 9(q)).



 


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



 






    26


     


    

 


		(s)	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.



 


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



 


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



 


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



 


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



 


		(w)	Early Unwind. In the event the sale of the [“Underwritten Securities”]16[“Option
Securities”]17 (as defined
in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer
opinions of counsel as required pursuant to Section ‎9(a), in each case by 5:00 p.m. (New York City time) on the
Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early
Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind
Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction
shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees
not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of
and to be performed in connection with the Transaction either prior to or after the Early Unwind Date;. Each of Dealer and Counterparty
represents and acknowledges to the other that, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed
fully and finally discharged.



 





 



 


16
Insert for Base Call Option Confirmation.


17
Insert for Additional Call Option Confirmation.


 







    27


     


    

 


		(x)	Tax Matters



 


		(i)	Payee Tax Representations:



 


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


 


Counterparty 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 Counterparty:


 


[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.]18


 


[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]19


 


		(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.



 


		(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.



 





 



 


18
Insert for BofA Securities, Inc.


19
Insert for BNP Paribas Securities Corp.


 







    28


     


    

 


		(y)	Payment by Counterparty. In the event that, following payment of the Premium, (i) an
Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of
Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result,
Counterparty owes to Dealer an amount calculated under Section 6(e) of the Agreement, or (ii) Counterparty owes
to Dealer, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8
of the Equity Definitions, such amount shall be deemed to be zero.



 


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



 


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



 


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



 









    29


     


    

 


Counterparty 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: