Exhibit 10.3


 


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


 


[_________]1


 


[__________], 2021


 


		To:	Enphase
Energy, Inc.
 47281 Bayside Parkway
 Fremont, CA 94538
 Attention: General Counsel
 Telephone
No.: (707) 774-7000



 


		Re:	[Base][Additional] Warrants



 


The purpose of this
letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Enphase
Energy, Inc. (“Company”) to [_________] (“Dealer”) as of the Trade Date specified
below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in
the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation
for the Transaction.


 


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


 


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


 


1.            This
Confirmation evidences a complete and binding agreement between Dealer and Company as to the terms of the Transaction to which
this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the
2002 ISDA Master Agreement (the “Agreement”) as if Dealer and Company had
executed an agreement in such form (but without any Schedule except for the election of the laws of the State of New York as the
governing law (without reference to choice of law doctrine)) on the Trade Date. In the event of any inconsistency between provisions
of that 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.


 


2.            
The Transaction is a Warrant Transaction, which shall be considered a Share Option Transaction for purposes of the Equity
Definitions. The terms of the particular Transaction to which this Confirmation relates are as follows:


 


General Terms.


 


		Trade Date:	[__________], 2021



 


		Effective Date:	The second Exchange Business Day immediately prior to
the Premium Payment Date



 


		Warrants:	Equity call warrants, each giving the holder the right to purchase a number of Shares equal to
the Warrant Entitlement at a price per Share equal to the Strike Price, subject to the terms set forth under the caption “Settlement
Terms” below. For the purposes of the Equity Definitions, each reference to a Warrant herein shall be deemed to be a reference
to a Call Option.



 

 





1
Include Dealer name, address and logo





     


     


    



		Warrant Style:	European



 


		Seller:	Company



 


		Buyer:	Dealer



 


		Shares:	The common stock of Company, par value USD 0.00001 per share (Exchange symbol “ENPH”
as of the Trade Date).



 


		Number of Warrants:	[_______]2.
For the avoidance of doubt, the Number of Warrants shall be reduced by any Warrants exercised or deemed exercised hereunder. In
no event will the Number of Warrants be less than zero.



 


		Warrant Entitlement:	One Share per Warrant



 


		Strike Price:	USD [______]. Notwithstanding anything to the contrary
in the Agreement, this Confirmation or the Equity Definitions, in no event shall the Strike Price be subject to adjustment to
the extent that, after giving effect to such adjustment, the Strike Price would be less than USD [______]3,
except for any adjustment pursuant to the terms of this Confirmation and the Equity Definitions in connection with stock splits
or similar changes to Company’s capitalization.



 


		Premium:	USD [______]



 


		Premium Payment Date:	[__________], 2021



 


		Exchange:	The NASDAQ Global Market



 


		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.



 


Procedures for Exercise.


 


		Expiration Time:	The Valuation Time



 


		Expiration Dates:	Each Scheduled Trading Day during the period from, and
including, the First Expiration Date to, but excluding, the 40th Scheduled Trading Day following the First Expiration Date shall
be an “Expiration Date” for a number of Warrants equal to the Daily Number of Warrants on such date; provided
that, notwithstanding anything to the contrary in the Equity Definitions, if any such date is a Disrupted Day, the Calculation
Agent shall make adjustments in good faith and in a commercially reasonable manner, if applicable, to the Daily Number of Warrants
or shall reduce such Daily Number of Warrants to zero for which such day shall be an Expiration Date and shall designate a Scheduled
Trading Day or a number of Scheduled Trading Days as the Expiration Date(s) for the remaining Daily Number of Warrants or a portion
thereof for the originally scheduled Expiration Date; and provided further that if such Expiration Date has not occurred
pursuant to this clause as of the eighth Scheduled Trading Day following the last scheduled Expiration Date under the Transaction,
the Calculation Agent shall have the right to declare such Scheduled Trading Day to be the final Expiration Date and the Calculation
Agent shall determine its good faith estimate of the fair market value for the Shares as of the Valuation Time on that eighth
Scheduled Trading Day or on any subsequent Scheduled Trading Day, as the Calculation Agent shall determine using commercially
reasonable means; provided further that in no event shall any Expiration Date under the Transaction be postponed to a date
later than the Final Expiration Date.



 

 





2
This is equal to (i) the number of Convertible Notes initially issued on the closing date for the Convertible Notes (or, for the
Additional Warrant Confirmation, the number of additional Convertible Notes), multiplied by (ii) the initial Conversion
Rate, multiplied by (iii) the applicable percentage for Dealer.


3
Insert the closing price of the Shares on the night of pricing.




    2


     


    



		First Expiration Date:	[June 1, 2026][June 1, 2028] (or if such day is not a
Scheduled Trading Day, the next following Scheduled Trading Day), subject to Market Disruption Event below.



 


		Daily Number of Warrants:	For any Expiration Date, the Number of Warrants that
have not expired or been exercised as of such day, divided by the remaining number of Expiration Dates (including such
day), rounded down to the nearest whole number, subject to adjustment pursuant to the provisos to “Expiration Dates”.



 


		Automatic Exercise:	Applicable; and means that for each Expiration Date,
a number of Warrants equal to the Daily Number of Warrants for such Expiration Date will be deemed to be automatically exercised
at the Expiration Time on such Expiration Date.



 


		Market Disruption Event:	Section 6.3(a) of the Equity Definitions is hereby amended
by replacing clause (ii) in its entirety with “(ii) an Exchange Disruption, or” and inserting immediately following
clause (iii) the phrase “; in each case that the Calculation Agent reasonably determines is material.”
	 	 	 
	 	 	Section 6.3(d)
of the Equity Definitions is hereby amended by deleting the remainder of the provision following the words “Scheduled Closing
Time” in the fourth line thereof.




    3


     


    



		Final Expiration Date:	[July 27, 2026][July 27, 2028]4



 


Valuation Terms.


 


		Valuation Time:	Scheduled Closing Time; provided that if the principal
trading session is extended, the Calculation Agent shall determine the Valuation Time in good faith and in a commercially reasonable
manner.



 


		Valuation Date:	Each Exercise Date.



 


Settlement Terms.


 


		Settlement Method Election:	Applicable; provided that (i) references to “Physical
Settlement” in Section 7.1 of the Equity Definitions shall be replaced by references to “Net Share Settlement”;
(ii) Company may elect Cash Settlement only if Company represents and warrants to Dealer in writing on the date of such election
that (A) Company is not in possession of any material non-public information regarding Company or the Shares, (B) Company is electing
Cash Settlement in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws, and (C)
the assets of Company at their fair valuation exceed the liabilities of Company (including contingent liabilities), the capital
of Company is adequate to conduct the business of Company, and Company has the ability to pay its debts and obligations as such
debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature;
and (iii) the same election of settlement method shall apply to all Expiration Dates hereunder.



 


		Electing Party:	Company.



 


		Settlement Method Election Date:	The second Scheduled Trading Day immediately preceding
the scheduled First Expiration Date.



 


		Default Settlement Method:	Net Share Settlement.



 


		Net Share Settlement:	If Net Share Settlement is applicable, then on the relevant
Settlement Date, Company shall deliver to Dealer a number of Shares equal to the Share Delivery Quantity for such Settlement Date
to the account specified herein free of payment through the Clearance System, and Dealer shall be treated as the holder of record
of such Shares at the time of delivery of such Shares or, if earlier, at 5:00 p.m. (New York City time) on such Settlement Date,
and Company shall pay to Dealer cash in lieu of any fractional Share based on the Settlement Price on the relevant Valuation Date.



 


		Cash Settlement:	If Cash Settlement is applicable, then on the relevant
Settlement Date, Company shall pay to Dealer an amount of cash in USD equal to the Net Share Settlement Amount for such Settlement
Date.



 

 





4
Insert date that is 40 Exchange Business Days after first scheduled Expiration Date.




    4


     


    


		Share Delivery Quantity:	For any Settlement Date, a number of Shares, as calculated
by the Calculation Agent, equal to the Net Share Settlement Amount for such Settlement Date divided by the Settlement Price
on the Valuation Date for such Settlement Date.



 


		Net Share Settlement Amount:	For any Settlement Date, an amount equal to the product
of (i) the number of Warrants exercised or deemed exercised on the relevant Exercise Date, (ii) the Strike Price Differential
for the relevant Valuation Date and (iii) the Warrant Entitlement.



 


		Settlement Price:	For any Valuation Date, the per Share volume-weighted
average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page ENPH <equity> AQR (or any successor
thereto) in respect of the period from the scheduled opening time of the Exchange to the Scheduled Closing Time on such Valuation
Date (or if such Bloomberg page is unavailable, the market value of one Share on such Valuation Date, as determined by the Calculation
Agent in good faith and in a commercially reasonable manner based on generally available market data for transactions of this
type using, if practicable, a volume-weighted methodology). Notwithstanding the foregoing, if (i) any Expiration Date is a Disrupted
Day and (ii) the Calculation Agent determines that such Expiration Date shall be an Expiration Date for fewer than the Daily Number
of Warrants, as described above, then the Settlement Price for the relevant Valuation Date shall be the volume-weighted average
price per Share on such Valuation Date on the Exchange (as determined by the Calculation Agent in good faith and in a commercially
reasonable manner based on generally available market data for transactions of this type using a commercially reasonable volume-weighted
methodology) for the portion of such Valuation Date for which the Calculation Agent determines there is no Market Disruption Event.



 


		Settlement Dates:	As determined pursuant to Section 9.4 of the Equity Definitions,
subject to Section ‎9(k)(i) hereof; provided that Section 9.4 of the Equity Definitions is hereby amended by (i) inserting
the words “or cash” immediately following the word “Shares” in the first line thereof and (ii) inserting
the words “for the Shares” immediately following the words “Settlement Cycle” in second line thereof.



 


		Other Applicable Provisions:	If Net Share Settlement is applicable, the provisions
of Sections 9.1(c), 9.8, 9.9, 9.11 and 9.12 of the Equity Definitions will be applicable, except that all references in such provisions
to “Physically-settled” shall be read as references to “Net Share Settled.” “Net Share Settled”
in relation to any Warrant means that Net Share Settlement is applicable to that Warrant.



 


		Representation and Agreement:	Notwithstanding Section 9.11 of the Equity Definitions,
the parties acknowledge that any Shares delivered to Dealer in the event of a Net Share Settlement may be, upon delivery, subject
to restrictions and limitations arising from Company’s status as issuer of the Shares under applicable securities laws.





    5


     


    


		3.	Additional Terms applicable to the Transaction.



 


Adjustments
applicable to the Transaction:


 


		Method of Adjustment:	Calculation Agent Adjustment; provided that the
parties hereto agree that any Share repurchases by Company, whether pursuant to Rule 10b-18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or
accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average
weighted prices or discounts thereto shall not be considered Potential Adjustment Events. For the avoidance of doubt, in making
any adjustments under the Equity Definitions, the Calculation Agent may make adjustments, if any, to any one or more of the Strike
Price, the Number of Warrants, the Daily Number of Warrants and the Warrant Entitlement in a commercially reasonable manner. Notwithstanding
the foregoing, any cash dividends or cash distributions on the Shares, whether or not extraordinary, shall be governed by Section
 ‎9(f) of this Confirmation in lieu of Article 10 or Section 11.2(c) of the Equity Definitions.



 


Extraordinary
Events applicable to the Transaction:


 


		New Shares:	Section 12.1(i) of the Equity Definitions is hereby amended
(a) by deleting the text in clause (i) thereof in its entirety (including the word “and” following clause (i)) and
replacing it with the phrase “publicly quoted, traded or listed (or whose related depositary receipts are publicly quoted,
traded or listed) on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their
respective successors)” and (b) by inserting immediately prior to the period the phrase “and (iii) of an entity or
person that is a corporation organized under the laws of the United States, any State thereof or the District of Columbia and
either (1) such entity or person becomes Company under the Transaction following such Merger Event or Tender Offer or (2) Company
is a wholly owned subsidiary of such entity or person following such Merger Event or Tender Offer, and such entity or person fully
and unconditionally guarantees the obligations of Company under the Transaction”.



 


Consequence
of Merger Events:


 


		Merger Event:	Applicable; provided that if an event occurs that
constitutes both a Merger Event under Section 12.1(b) of the Equity Definitions and an Additional Termination Event under Section
9(h)(ii)(B) of this Confirmation, the provisions of Section 9(h)(ii)(B) will apply.





    6


     


    



		Share-for-Share:	Modified Calculation Agent Adjustment



 


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



 


		Share-for-Combined:	Cancellation and Payment (Calculation Agent Determination); provided that Dealer may elect,
in its commercially reasonable judgment, Component Adjustment (Calculation Agent Determination) for all or any portion of the Transaction.



 


Consequence
of Tender Offers:


 


		Tender Offer:	Applicable; provided that if an event occurs that
constitutes both a Tender Offer under Section 12.1(d) of the Equity Definitions and Additional Termination Event under Section
9(h)(ii)(A) of this Confirmation, the provisions of Section 9(h)(ii)(A) will apply; provided further that the definition
of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing the phrase “greater
than 10%” with “greater than 20%”.



 


		Share-for-Share:	Modified Calculation Agent Adjustment



 


		Share-for-Other:	Modified Calculation Agent Adjustment



 


		Share-for-Combined:	Modified Calculation Agent Adjustment



 


		Announcement Event:	If (x) an Announcement Date occurs in respect of a Merger
Event (for the avoidance of doubt, determined without regard to the language in the definition of “Merger Event” following
the definition of “Reverse Merger” therein) or Tender Offer or (y) any potential acquisition by Issuer and/or its
subsidiaries is announced by the Issuer, a subsidiary, affiliate, agent or representative of Issuer, or any third party that has
a bona fide intent to enter into or consummate such transaction or event (it being understood and agreed that in determining whether
such third party has such a bona fide intent, the Calculation Agent may take into consideration the effect of the relevant announcement
by such third party on the Shares and/or options relating to the Shares) where the aggregate consideration exceeds 35% of the
market capitalization of Issuer as of the date of such announcement (an “Acquisition Transaction”) (any event
described in clause (x) or (y), an “Announcement Event”), then on the earliest of the Expiration Date, Early
Termination Date or other date of cancellation (the “Announcement Event Adjustment Date”) in respect of each
Warrant, the Calculation Agent will determine the economic effect of such Announcement Event on the theoretical value of the Warrant
(regardless of whether the Announcement Event actually results in a Merger Event or Tender Offer, and taking into account such
factors as the Calculation Agent may determine, including, without limitation, changes in volatility, expected dividends, stock
loan rate or liquidity relevant to the Shares or the Transaction whether prior to or after the Announcement Event or for any period
of time, including, without limitation, the period from the Announcement Event to the relevant Announcement Event Adjustment Date).
If the Calculation Agent determines that such economic effect on any Warrant is material, then on the Announcement Event Adjustment
Date for such Warrant, the Calculation Agent shall make such adjustment to the Strike Price, the Number of Warrants, the Daily
Number of Warrants, the Warrant Entitlement and/or the Expiration Dates, in each case, as the Calculation Agent determines in
good faith and in a commercially reasonable manner appropriate to account for such economic effect, which adjustment shall be
effective immediately prior to the exercise, termination or cancellation of such Warrant, as the case may be.





    7


     


    



		Announcement Date:	The definition of “Announcement Date” in
Section 12.1 of the Equity Definitions is hereby amended by (i) replacing the words “a firm” with the word “any”
in the second and fourth lines thereof, (ii) replacing the word “leads to the” with the words “, if completed,
would lead to a” in the third and the fifth lines thereof, (iii) replacing the words “voting shares” with the
word “Shares” in the fifth line thereof, and (iv) inserting the words “by the Issuer, a subsidiary, affiliate,
agent or representative of Issuer, or any third party that has a bona fide intent to enter into or consummate such transaction
or event (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation
Agent may take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating
to the Shares)” after the word “announcement” in the second and the fourth lines thereof.



 


		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 word “Shares” with the phrase “Hedge Positions”
in clause (X) thereof, (ii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation,
adoption or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof
and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in
the manner contemplated by the Hedging Party on the Trade Date”.





    8


     


    



		Failure to Deliver:	Not Applicable



 


		Insolvency Filing:	Applicable



 


		Hedging Disruption:	Applicable; provided that:



 


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



 


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


 


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



 


		Increased Cost of Hedging:	Applicable



 


		Loss of Stock Borrow:	Applicable



 


		Maximum Stock Loan Rate:	200 basis points



 


		Increased Cost of Stock Borrow:	Applicable



 


		Initial Stock Loan Rate:	0 basis points until [March 1, 2026][March 1, 2028] and
25 basis points thereafter.



 


		Hedging Party:	For all applicable Additional Disruption Events, Dealer.



 


		Determining Party:	For all applicable Extraordinary Events, Dealer. All
calculations and determinations by the Determining Party shall be made in good faith and in a commercially reasonable manner.
Following any calculation by the Determining Party hereunder, upon written request by Company, the Determining Party will provide
to Company by email to the email address provided by Company in such written request a report (in a commonly used file format
for the storage and manipulation of financial data) displaying in reasonable detail the basis for such calculation and specifying
the particular section of the Confirmation pursuant to which such calculation or determination is being made (and in the event
that more than one section of the Confirmation would permit the Determining Party to make an adjustment upon the occurrence of
a specific event, then the Determining Party shall specify the particular section number pursuant to which the Calculation Agent
is making the adjustment hereunder); provided, however, that in no event will the foregoing constitute a waiver
or relinquishment of any of the rights of Dealer, the Hedging Party, the Determining Party or the Calculation Agent hereunder
or prohibit any such party from exercising any of its rights otherwise exercisable hereunder; and provided further that
in no event will the Determining Party be obligated to share with Company any proprietary or confidential data or information
or any proprietary or confidential models used by it.





    9


     


    



		Non-Reliance:	Applicable.



 


Agreements
and Acknowledgments


		Regarding Hedging Activities:	Applicable



 


		Additional Acknowledgments:	Applicable



 


	4.	Calculation
                                         Agent.	Dealer;
provided that following the occurrence and during the continuance of an Event of Default of the type described in Section
5(a)(vii) of the Agreement with respect to which Dealer is the sole Defaulting Party, if the Calculation Agent fails to timely
make any calculation, adjustment or determination required to be made by the Calculation Agent hereunder or to perform any obligation
of the Calculation Agent hereunder and such failure continues for five Exchange Business Days following notice to the Calculation
Agent by Company of such failure, Company shall have the right to designate a nationally recognized third-party dealer in over-the-counter
corporate equity derivatives to act, during the period commencing on the first date the Calculation Agent fails to timely make
such calculation, adjustment or determination or to perform such obligation, as the case may be, and ending on the earlier of
the Early Termination Date with respect to such Event of Default and the date on which such Event of Default is no longer continuing,
as the Calculation Agent.





 


All calculations
and determinations by the Calculation Agent shall be made in good faith and in a commercially reasonable manner. Following any
calculation by the Calculation Agent hereunder, upon written request by Company, the Calculation Agent will provide to Company
by email to the email address provided by Company in such written request a report (in a commonly used file format for the storage
and manipulation of financial data) displaying in reasonable detail the basis for such calculation and specifying the particular
section of the Confirmation pursuant to which such calculation or determination is being made (and in the event that more than
one section of the Confirmation would permit the Calculation Agent to make an adjustment upon the occurrence of a specific event,
then the Calculation Agent shall specify the particular section number pursuant to which the Calculation Agent is making the adjustment
hereunder); provided, however, that in no event will the foregoing constitute a waiver or relinquishment of any of
the rights of Dealer, the Hedging Party, the Determining Party or the Calculation Agent hereunder or prohibit any such party from
exercising any of its rights otherwise exercisable hereunder; and provided further that in no event will Dealer be obligated
to share with Company any proprietary or confidential data or information or any proprietary or confidential models used by it.




    10


     


    



		5.	Account Details.



 


		(a)	Account for payments to Company:



 


Bank:              Wells Fargo Bank, N.A.


ABA#:           


Acct No.:       


Beneficiary:   Enphase Energy, Inc.


Ref:                 SWIFT: 


 


Account for delivery of Shares from Company:


 


To be provided upon request.


 


		(b)	Account for payments to Dealer:



 


		Bank:	[_________]



		ABA#:	[_________]



		Acct No.:	 [_________]



		Beneficiary:	[_________]



		Ref:	[_________]



 


Account for delivery of Shares to Dealer:


 


To be provided by Dealer.


 


		6.	Offices.



 


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



 


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



 


		7.	Notices.



 


		(a)	Address for notices or communications to Company:



 


Enphase Energy, Inc.


Attention: General Counsel


Telephone No.: (707) 763-4785




    11


     


    



		(b)	Address for notices or communications to Dealer:



 


		To:	[____________]



 


		Attention:	[____________]



		Telephone:	[____________]



		Email:	[____________]



 


With a copy to:


 


		To:	[____________]



 


		Attention:	[____________]



		Telephone:	[____________]



		Email:	[____________]



 


		8.	Representations and Warranties of Company and Dealer.



 


		(a)	Representations of Company. Each of the representations and warranties of Company
set forth in Section 2 of the Purchase Agreement (the “Purchase Agreement”), dated as of February [__], 2021,
among the Company, [________], as representatives of the initial purchasers party thereto (the “Initial Purchasers”),
are true and correct and are hereby deemed to be repeated to Dealer as if set forth herein. Company hereby further represents and
warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section
 ‎8(a)(iv), at all times until termination of the Transaction, that:



 


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



 


		(ii)	Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations
of Company hereunder will conflict with or result in a breach of (A) the certificate of incorporation or by-laws (or any equivalent
documents) of Company, or (B) any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental
authority or agency, or (C) any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company
or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or
result in the creation of any lien under, any such agreement or instrument, except for any such conflicts, breaches, defaults or
lien creations in the cases of clause (C) above that would not adversely affect the ability of Company to fulfill its obligations
under this Transaction.



 


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



 


		(iv)	A number of Shares equal to the Maximum Number of Shares (the “Warrant Shares”)
have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and,
when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated
by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants,
will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive
or similar rights.





    12


     


    



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



 


		(vi)	Company is in compliance, in all material respects, with its periodic reporting obligations under
the Exchange Act.



 


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



 


		(b)	Eligible Contract Participants. Each of Dealer and Company agrees and represents
that it is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange
Act, as amended (the “CEA”), other than a person that is an eligible contract participant under Section 1a(18)(C)
of the CEA).



 


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



 


		9.	Other Provisions.



 


		(a)	Opinions. Company shall deliver to Dealer
an opinion of counsel, dated as of the Trade Date, with respect to (i) the matters set forth in Section 8(a)(ii)(B) and Section
8(a)(iii) of this Confirmation to the knowledge of counsel, (ii) due incorporation, existence and good standing of Company in
Delaware, (iii) the due authorization, execution and delivery of this Confirmation, and, (iv) in respect of the execution, delivery
and performance of this Confirmation, the absence of any conflict with or breach of any material agreement required to be filed
as an exhibit to Company’s Annual Report on Form 10-K, Company’s certificate of incorporation or Company’s by-laws. 
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.





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		(b)	Repurchase Notices. Company shall, on any day on which Company effects any repurchase
of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following
such repurchase, the number of outstanding Shares on such day, subject to any adjustments provided herein, is (i) less than [__]5
million (in the case of the first such notice) or (ii) thereafter more than [__]6
million less than the number of Shares included in the immediately preceding Repurchase Notice. Company agrees to indemnify and
hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling
persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s
commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”,
including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection
therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s
fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company’s failure to
provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days,
upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating,
preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action,
proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified
Person, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person,
shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company
may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company
shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent
or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss
or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified
Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is a party and
indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release
of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory
to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient
in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such
losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights
or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements
contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.



 


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



 


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


 

 



5
Insert the number of Shares outstanding that would cause Dealer’s current position in the Warrants (including
the number of Warrants if the greenshoe is exercised in full, and any warrants under pre-existing warrant transactions with Company)
to increase by 0.5%, based upon dealer with highest applicable percentage.


6
Insert the number of Shares that, if repurchased, would cause Dealer’s current position in the Warrants (including the number
of Warrants if the greenshoe is exercised in full, and any warrants under pre-existing warrant transactions with Company) to increase
by a further 0.5% from the threshold for the first Repurchase Notice, based upon dealer with highest applicable percentage.





    14


     


    



		(e)	Transfer or Assignment. Company may not transfer any of its rights or obligations
under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign
(such transfer or assignment, a “Transfer”) all or any part of its rights or obligations under the Transaction
to any third party; provided that, (i) as a result of any such Transfer, Company will not be required to pay the transferee
or assignee of such rights or obligations on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than
the amount, if any, that Company would have been required to pay Dealer in the absence of such Transfer and (ii) upon written request,
the transferee or assignee shall provide Company with a complete and accurate U.S. Internal Revenue Service Form W-9 or W-8 (as
applicable) prior to becoming a party to the Transaction; provided further that Dealer shall provide written notice to Company
following any such Transfer. If at any time at which (A) the Section 16 Percentage exceeds 8.0%, (B) the Warrant Equity Percentage
exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses
(A), (B) or (C), an “Excess Ownership Position”), Dealer, acting in good faith, is unable after using its commercially
reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer
and within a time period reasonably acceptable to Dealer such that no Excess Ownership Position exists, then Dealer may designate
any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”),
such that following such partial termination no Excess Ownership Position exists. In the event that Dealer so designates an Early
Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1)
an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number
of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect
to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt,
the provisions of Section ‎9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as
if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed
as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject
to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or
any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part
beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that
for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results
in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Warrant
Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of
(1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other
warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share
Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated
with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory
order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable
Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a
relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable
Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or
registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person,
or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable
discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to
the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive
any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such
Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect
of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company
to the extent of any such performance.





    15


     


    



		(f)	Dividends. If at any time during the period from and including the Effective Date,
to and including the last Expiration Date, an ex-dividend date for a cash dividend or cash distribution occurs with respect to
the Shares (an “Ex-Dividend Date”), then the Calculation Agent will adjust any of the Strike Price, the Number
of Warrants, the Daily Number of Warrants, the Warrant Entitlement and/or the Expiration Dates, in each case, to preserve the fair
value of the Warrants to Dealer after taking into account such cash dividend or cash distribution.



 


		(g)	[Role of Agent. [Insert Dealer agency or communications with employees provisions,
if applicable]]



 


		(h)	Additional Provisions.



 


		(i)	Amendments to the Equity Definitions:



 


		(A)	Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting
or concentrative” and replacing them with the words “a material”; and adding the phrase “or Warrants”
at the end of the sentence.



 


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



 


		(C)	Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “a
diluting or concentrative” and replacing them with the word “a material”; and adding the phrase “or Warrants”
at the end of the sentence.



 


		(D)	Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth
line thereof the word “or” after the word “official” and inserting a comma therefor, and (2) deleting the
semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) the occurrence of any
of the events specified in Section 5(a)(vii) (1) through (9) of the ISDA Master Agreement with respect to that Issuer.”



 


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



 


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



 


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





    16


     


    



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



 


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



 


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



 


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



 


		(A)	A “person” or “group” within the meaning of Section 13(d) of the Exchange
Act, other than Company, its wholly owned subsidiaries and its and their employee benefit plans, plans,
files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become
the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Shares representing
more than 50% of the voting power of the Shares.



 


		(B)	Consummation of (I) any recapitalization, reclassification or change of the Shares (other than
changes resulting from a subdivision or combination) as a result of which the Shares would be converted into, or exchanged for,
stock, other securities, other property or assets, (II) any share exchange, consolidation or merger of Company pursuant to which
the Shares will be converted into cash, securities or other property or assets or (III) any sale, lease or other transfer
in one transaction or a series of transactions of all or substantially all of the consolidated assets of Company and its subsidiaries,
taken as a whole, to any person other than one of Company’s wholly owned subsidiaries.



 


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



 


		(D)	On any day during the period from and including the Trade Date, to and including the final Expiration
Date, (I) the Notional Unwind Shares (as defined below) as of such day exceeds a number of Shares equal to 75% of the Maximum Number
of Shares as of such day, or (II) Company makes a public announcement of any transaction or event that, in the reasonable opinion
of Dealer would, upon consummation of such transaction or upon the occurrence of such event, as applicable, and after giving effect
to any applicable adjustments hereunder, cause the Notional Unwind Shares immediately following the consummation of such transaction
or the occurrence of such event to exceed a number of Shares equal to 75% of the Maximum Number of Shares for such day. The “Notional
Unwind Shares” as of any day is a number of Shares equal to (1) the amount that would be payable pursuant to Section
6 of the Agreement (determined as of such day as if an Early Termination Date had been designated in respect of the Transaction
and as if Company were the sole Affected Party and the Transaction were the sole Affected Transaction), divided by (2) the
Settlement Price (determined as if such day were a Valuation Date).





    17


     


    



Notwithstanding
the foregoing, a transaction or transactions or event or events set forth in clause ‎(A) or clause ‎(B) of this Section
 ‎9(h)(ii) shall not constitute an Additional Termination Event if (x) at least 90% of the consideration received or to be received
by holders of the Shares, excluding cash payments for fractional Shares and cash payments made in respect of dissenters’
appraisal rights, in connection with such transaction or transactions or event or events consists of shares of common stock that
are listed or quoted on any of The New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or any
of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction or
transactions or event or events, and (y) as a result of such transaction or transactions or event or events, the Shares will consist
of such consideration, excluding cash payments for fractional Shares and cash payments made in respect of dissenters’ appraisal
rights.


 


		(i)	No Setoff. Each party waives any and all rights it may have to set off obligations
arising under the Agreement and the Transaction against other obligations between the parties, whether arising under any other
agreement, applicable law or otherwise.



 


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



 


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





    18


     


    



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



 


Share Termination
Delivery


		Property:	A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to
the relevant Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the amount
of Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to
the value of such fractional security based on the values used to calculate the Share Termination Unit Price (without giving effect
to any discount pursuant to Section ‎9(k)(i)).



 


		Share Termination Unit Price:	The value to Dealer of property contained in one Share
Termination Delivery Unit on the date such Share Termination Delivery Units are to be delivered as Share Termination Delivery
Property, as determined by the Calculation Agent in its discretion by commercially reasonable means. In the case of a Private
Placement of Share Termination Delivery Units that are Restricted Shares (as defined below), as set forth in Section ‎9(k)(i)
below, the Share Termination Unit Price shall be determined by the discounted price applicable to such Share Termination Delivery
Units, determined in a commercially reasonable manner taking into consideration the liquidity of such Share Termination Delivery
Units. In the case of a Registration Settlement of Share Termination Delivery Units that are Restricted Shares (as defined below)
as set forth in Section ‎9(k)(ii) below, notwithstanding the foregoing, the Share Termination Unit Price shall be the Settlement
Price on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early
Termination Date or date of cancellation, as applicable. The Calculation Agent shall notify Company of the Share Termination Unit
Price at the time of notification of such Payment Obligation to Company or, if applicable, at the time the discounted price applicable
to the relevant Share Termination Units is determined pursuant to Section ‎9(k)(i).



 


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





    19


     


    



		Failure to Deliver:	Inapplicable



 


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



 


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





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		(i)	If Company elects to settle the Transaction pursuant to this clause (i) (a “Private Placement
Settlement”), then delivery of Restricted Shares by Company shall be effected in customary private placement procedures
with respect to such Restricted Shares reasonably acceptable to Dealer; provided that Company may not elect a Private Placement
Settlement if, on the date of its election, it has taken, or caused to be taken, any action that would make unavailable either
the exemption pursuant to Section 4(a)(2) of the Securities Act for the sale by Company to Dealer (or any affiliate designated
by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales
of the Restricted Shares by Dealer (or any such affiliate of Dealer). The Private Placement Settlement of such Restricted Shares
shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to
Dealer, due diligence rights (for Dealer or any designated buyer of the Restricted Shares by Dealer that is not a major competitor
of Company previously identified by Company to Dealer in writing, in each case, that agrees to enter into a confidentiality agreement
with Company in customary form for due diligence investigations similar in scope), opinions and certificates, and such other documentation
as is customary for private placement agreements for private placements of equity securities of comparable size of companies of
comparable size, maturity and line of business, all reasonably acceptable to Dealer. In the case of a Private Placement Settlement,
Dealer shall determine a commercially reasonable discount to the Share Termination Unit Price (in the case of settlement of Share
Termination Delivery Units pursuant to Section ‎9(j) above) or any Settlement Price (in the case of settlement of Shares pursuant
to Section ‎2 above) applicable to such Restricted Shares in a commercially reasonable manner and appropriately adjust the
number of such Restricted Shares to be delivered to Dealer hereunder, which discount shall only take into account the illiquidity
resulting from the fact that the Restricted Shares will not be registered for resale and any commercially reasonable fees and expenses
of Dealer (and any affiliate thereof) in connection with such resale. Notwithstanding anything to the contrary in the Agreement
or this Confirmation, the date of delivery of such Restricted Shares shall be the Exchange Business Day following notice by Dealer
to Company, of such applicable discount and the number of Restricted Shares to be delivered pursuant to this clause (i). For the
avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the Share
Termination Payment Date (in the case of settlement of Share Termination Delivery Units pursuant to Section ‎9(j) above) or
on the Settlement Date for such Restricted Shares (in the case of settlement in Shares pursuant to Section ‎2 above).



 


		(ii)	If Company elects to settle the Transaction pursuant to this clause (ii) (a “Registration
Settlement”), then Company shall promptly (but in any event no later than the beginning of the Resale Period) file and
use its reasonable best efforts to make effective under the Securities Act a registration statement or supplement or amend an outstanding
registration statement in form and substance reasonably satisfactory to Dealer, to cover the resale of such Restricted Shares in
accordance with customary resale registration procedures, including covenants, conditions, representations, underwriting discounts
(if applicable), commissions (if applicable), indemnities, due diligence rights, opinions and certificates, and such other documentation
as is customary for equity resale underwriting agreements for registered secondary offerings of equity securities of comparable
size of companies of comparable size, maturity and line of business, all reasonably acceptable to Dealer. If Dealer, in its sole
reasonable discretion, is not satisfied with such procedures and documentation Private Placement Settlement shall apply. If Dealer
is satisfied with such procedures and documentation, it shall sell the Restricted Shares pursuant to such registration statement
during a period (the “Resale Period”) commencing on the Exchange Business Day following delivery of such Restricted
Shares (which, for the avoidance of doubt, shall be (x) the Share Termination Payment Date in case of settlement in Share Termination
Delivery Units pursuant to Section ‎9(j) above or (y) the Settlement Date in respect of the final Expiration Date for all Daily
Number of Warrants) and ending on the earliest of (i) the Exchange Business Day on which Dealer completes the sale of all Restricted
Shares in a commercially reasonable manner or, in the case of settlement of Share Termination Delivery Units, a sufficient number
of Restricted Shares so that the realized net proceeds of such sales equals or exceeds the Payment Obligation (as defined above),
(ii) the date upon which all Restricted Shares have been sold or transferred pursuant to Rule 144 (or similar provisions then in
force) or Rule 145(d)(2) (or any similar provision then in force) under the Securities Act and (iii) the date upon which all Restricted
Shares may be sold or transferred by a non-affiliate pursuant to Rule 144 (or any similar provision then in force) or Rule 145(d)(2)
(or any similar provision then in force) under the Securities Act. If the Payment Obligation exceeds the realized net proceeds
from such resale, Company shall transfer to Dealer by the open of the regular trading session on the Exchange on the Exchange Business
Day immediately following such resale the amount of such excess (the “Additional Amount”) in cash or in a number
of Shares (“Make-whole Shares”) in an amount that, based on the Settlement Price on such day (as if such day
was the “Valuation Date” for purposes of computing such Settlement Price), has a dollar value equal to the Additional
Amount. The Resale Period shall continue to enable the sale of the Make-whole Shares. If Company elects to pay the Additional Amount
in Shares, the requirements and provisions for Registration Settlement shall apply. This provision shall be applied successively
until the Additional Amount is equal to zero. In no event shall Company deliver a number of Restricted Shares greater than the
Maximum Number of Shares.





    21


     


    


		(iii)	Without limiting the generality of the foregoing, Company agrees that (A) any Restricted Shares
delivered to Dealer may be transferred by and among Dealer and its affiliates and Company shall effect such transfer without any
further action by Dealer and (B) after the period of 6 months from the Trade Date (or 1 year from the Trade Date if, at such time,
informational requirements of Rule 144(c) under the Securities Act are not satisfied with respect to Company) has elapsed in respect
of any Restricted Shares delivered to Dealer, unless Dealer is an affiliate of Company at such time, or has been an affiliate of
Company in the immediately preceding 90 days, Company shall promptly remove, or cause the transfer agent for such Restricted Shares
to remove, any legends referring to any such restrictions or requirements from such Restricted Shares upon request by Dealer (or
such affiliate of Dealer) to Company or such transfer agent, without any requirement for the delivery of any certificate, consent,
agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other
action by Dealer (or such affiliate of Dealer). Notwithstanding anything to the contrary herein, to the extent the provisions of
Rule 144 of the Securities Act or any successor rule are amended, or the applicable interpretation thereof by the Securities and
Exchange Commission or any court change after the Trade Date, the agreements of Company herein shall be deemed modified to the
extent necessary, in the opinion of outside counsel of Company, to comply with Rule 144 of the Securities Act, as in effect at
the time of delivery of the relevant Shares or Share Termination Delivery Property.



 


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



 


		(l)	Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer
may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise
shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares
upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under
the Base Warrant Confirmation]7,
(i) the Section 16 Percentage would exceed 8.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported
delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after
taking into account any Shares deliverable to Dealer under the Base Warrant Confirmation]8,
(i) the Section 16 Percentage would exceed 8.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery
owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such
delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later
than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not
exceed 8.0%, and (ii) the Share Amount would not exceed the Applicable Share Limit.



 

 



7
Include in Additional Warrant Confirmation.


8
Include in Additional Warrant Confirmation.





    22


     


    



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



 


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



 


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



 


		(p)	Maximum Share Delivery.



 


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



 


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



 


		(q)	Right to Extend. Dealer may postpone or add, in a commercially reasonable manner,
in whole or in part, any Expiration Date or any other date of valuation or delivery with respect to some or all of the relevant
Warrants (in which event the Calculation Agent shall make appropriate adjustments to the Daily Number of Warrants with respect
to one or more Expiration Dates) if Dealer determines, in its commercially reasonable judgment, that such extension is reasonably
necessary or appropriate to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light
of existing liquidity conditions or to enable Dealer to effect purchases of Shares in connection with its commercially reasonable
hedging, hedge unwind or settlement activity hereunder in a manner that would, if Dealer were Issuer or an affiliated purchaser
of Issuer, be in compliance with applicable legal, regulatory or self-regulatory requirements (“Requirements”),
or with related policies and procedures applicable to Dealer adopted in good faith by Dealer in relation to such Requirements;
provided that in no event shall any Expiration Date for the Transaction be postponed to a date later than the Final Expiration
Date.





    23


     


    



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



 


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



 


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



 


		(v)	Early Unwind. In
the event the sale of the [“Firm Securities”]9[“Option
Securities”]10 (as defined
in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Company fails to deliver to Dealer
opinions of counsel as required pursuant to Section ‎9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment
Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind
Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date
and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be
cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any
claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed
in connection with the Transaction either prior to or after the Early Unwind Date. Each of Dealer and Company represents and acknowledges
to the other that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.



 

 



9
Insert for Base Warrant Confirmation.


10
Insert for Additional Warrant Confirmation.





    24


     


    



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



 


		(x)	Adjustments. For the avoidance of doubt, whenever the Calculation Agent or Determining
Party is called upon to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account
the effect of an event, the Calculation Agent or Determining Party shall make such adjustment by reference to the effect of such
event on the Hedging Party, assuming that the Hedging Party maintains a commercially reasonable hedge position.



 


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



 


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



 


		(aa)	Submission to Jurisdiction. THE PARTIES
HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE
IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.



 


		(bb)	[Tax Matters.



 


		(i)	Payee Representations:



 


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


 


Company is a corporation and
a U.S. person (as that term is defined in Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (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.




    25


     


    



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


 


[(A) It 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


 


(B) Each payment received or
to be received by it in connection with this Agreement will be effectively connected with its conduct of a trade or business in
the United States.]


 


[(A) 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.]11


 


		(ii)	Tax Documentation. For the purposes of Section 4(a)(i) of the Agreement, (1) Company shall
provide to Dealer a valid United States Internal Revenue Service Form W-9 (or successor thereto), and (2) Dealer shall provide
to Company a valid United States Internal Revenue Service Form [W-8ECI][W-9] (or successor thereto), in each case, (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.



 


		(iii)	Withholding Tax Imposed on Payments to non-U.S. Counterparties under the Provisions Known as
the Foreign Account Tax Compliance Act. “Indemnifiable Tax” as defined in Section 14 of the Agreement shall
not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the Code, any current
or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code,
or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in
connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance
of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes
of Section 2(d) of the Agreement.



 


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



 

 



11
Include appropriate tax representation for Dealer.




    26


     


    



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



 


		(dd)	[Dealer Boilerplate.] [Insert additional Dealer boilerplate, if applicable]



 

 



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






    27


     


    



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


 


	 	Very truly yours,
	 	 
	 	[DEALER]
	 	 
	 	By:	/s/ [Insert Name]
	 	Authorized Signatory
Name:   ]13


 


Accepted and
confirmed

as of the Trade Date:


 


	Enphase Energy, Inc.	 
	 	 
	By:	 	 
	Authorized Signatory	 
	Name:	 



 

 



13
Include preferred form of Dealer’s signature block.