Exhibit 10.3


 


 


 


Wells Fargo Bank, National Association 


375
Park Avenue 


New
York, NY 10152 


Attn:
Structuring Services Group 


Email:CorporateDerivativeNotifications@wellsfargo.com


 


January
17, 2018


 


		To:	Patrick
                                         Industries, Inc.

                                         107 W. Franklin Street,



P.O.
Box 638, 


Elkhart,
Indiana 46515

Attention: Chief Financial Officer

Telephone No.:(574) 294-7511

Facsimile No.:(574) 522-5213


 


		Re:	Base
Call Option Transaction



 


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


 


The
definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”),
as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this
Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall
govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated January 17, 2018
(the “Offering Memorandum”) relating to the Convertible Senior Notes due 2023 (as originally issued by Counterparty,
the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”)
issued by Counterparty in an aggregate initial principal amount of USD 150,000,000 (as increased by up to an aggregate principal
amount of USD 22,500,000 if and to the extent that the Initial Purchasers (as defined below) exercise their option to purchase
additional Convertible Notes pursuant to the Purchase Agreement (the “Purchase Agreement”) dated as of January
17, 2018, among Counterparty and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives
of the Initial Purchasers party thereto (the “Initial Purchasers”)) pursuant to an Indenture to be dated January
22, 2018 between Counterparty and U.S. Bank National Association, as trustee (the “Indenture”). In the event
of any inconsistency between the terms defined in the Offering Memorandum, the Indenture and this Confirmation, this Confirmation
shall govern. The parties acknowledge that this Confirmation is entered into on the date hereof with the understanding that (i)
definitions set forth in the Indenture which are also defined herein by reference to the Indenture and (ii) sections of the Indenture
that are referred to herein will conform to the descriptions thereof in the Offering Memorandum. If any such definitions in the
Indenture or any such sections of the Indenture differ from the descriptions thereof in the Offering Memorandum, the descriptions
thereof in the Offering Memorandum will govern for purposes of this Confirmation. The parties further acknowledge that the Indenture
section numbers used herein are based on the draft of the Indenture last reviewed by Dealer as of the date of this Confirmation,
and if any such section numbers are changed in the Indenture as executed, the parties will amend this Confirmation in good faith
to preserve the intent of the parties. Subject to the foregoing, references to the Indenture herein are references to the Indenture
as in effect on the date of its execution, and if the Indenture is amended or supplemented following such date (other than any
amendment or supplement (x) pursuant to Section 10.01(h) of the Indenture that, as reasonably determined by the Calculation Agent
in good faith and in a commercially reasonable manner, conforms the Indenture to the description of Convertible Notes in the Offering
Memorandum or (y) pursuant to Section 14.07 of the Indenture, subject, in the case of this clause (y), to the second paragraph
under “Method of Adjustment” in Section ‎3), any such amendment or supplement will be disregarded for purposes
of this Confirmation (other than as provided in Section ‎9(h)(iii) below) unless the parties agree otherwise in writing.


 






     


     


    

 


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


 


1.       This
Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to
which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form
of the 2002 ISDA Master Agreement (the “Agreement”) as if Dealer and Counterparty had executed an agreement
in such form (but without any Schedule except for (i) the election of the laws of the State of New York as the governing law (without
reference to choice of law doctrine)) on the Trade Date and (ii) in respect of Section 5(a)(vi) of the Agreement, the election
that the “Cross Default” provisions shall apply to Dealer with a “Threshold Amount” of three percent of
the shareholders’ equity of Wells Fargo & Co. (“Dealer Parent”) as of the Trade Date; provided
that (a) the phrase “or becoming capable at such time of being declared” shall be deleted from clause (1) of such
Section 5(a)(vi) of the Agreement, (b) the following sentence shall be added to the end thereof: “Notwithstanding the foregoing,
a default under subsection (2) hereof shall not constitute an Event of Default if (i) the default was caused solely by error or
omission of an administrative or operational nature; (ii) funds were available to enable the party to make the payment when due;
and (iii) the payment is made within two Local Business Days of such party’s receipt of written notice of its failure to
pay.”; and (c) the term “Specified Indebtedness” shall have the meaning specified in Section 14 of the Agreement,
except that such term shall not include obligations in respect of deposits received in the ordinary course of a party’s
banking business. In the event of any inconsistency between provisions of the Agreement and this Confirmation, this Confirmation
will prevail for the purpose of the Transaction to which this Confirmation relates. The parties hereby agree that no transaction
other than the Transaction to which this Confirmation relates shall be governed by the Agreement.


 


2.       The
terms of the particular Transaction to which this Confirmation relates are as follows:


 


General
Terms.


 


	 	Trade Date:	January 17, 2018




 


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




 


	 	Option Style:	“Modified American”, as described under
“Procedures for Exercise” below




 


	 	Option Type:	Call




 


		Buyer:	Counterparty



 


		Seller:	Dealer



 


		Shares:	The
                                         common stock of Counterparty, without par value (Exchange symbol “PATK”).



 


	 	Number of Options:	150,000. For the avoidance of doubt, the Number of Options
shall be reduced by any Options exercised by Counterparty. In no event will the Number of Options be less than zero.




 


	 	Applicable Percentage:	50%




 


	 	Option Entitlement:	A number equal to the product of the Applicable Percentage
and 11.3785.




 


	 	Strike Price:	USD 87.8850




 


		Premium:	USD
                                         13,687,500.00



 






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	 	Premium Payment Date: 	January 22, 2018




 


		Exchange:	The
                                         NASDAQ Global Select 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.




 


	 	Excluded Provisions:	Section 14.04(h) and Section 14.03 of the Indenture.




 


Procedures
for Exercise.


 


	 	Conversion Date:	With respect to any conversion of a Convertible Note,
the date on which the Holder (as such term is defined in the Indenture) of such Convertible Note satisfies all of the requirements
for conversion thereof as set forth in Section 14.02(b) of the Indenture.




 


	 	Free Convertibility Date:	August 1, 2022




 


	 	Expiration Time: 	The Valuation Time




 


	 	Expiration Date: 	February 1, 2023, subject to earlier exercise.




 


	 	Multiple Exercise:	Applicable, as described under “Automatic Exercise”
below.




 


	 	Automatic Exercise: 	Notwithstanding Section 3.4 of the Equity Definitions,
on each Conversion Date in respect of which a Notice of Conversion (as defined in the Indenture) that is effective as to Counterparty
has been delivered by the relevant converting Holder, a number of Options equal to the number of Convertible Notes in denominations
of USD 1,000 as to which such Conversion Date has occurred shall be deemed to be automatically exercised; provided that
such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance
with “Notice of Exercise” below.




 


Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options.


 






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	 	Notice of Exercise:	Notwithstanding anything to the contrary in the Equity
Definitions or under “Automatic Exercise” above, in order to exercise any Options, Counterparty must notify Dealer
in writing before 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the scheduled first day of the
Settlement Averaging Period (the “Notice Exercise Deadline”) for the Options being exercised of (i) the number
of such Options, (ii) the scheduled first day of the Settlement Averaging Period and the scheduled Settlement Date, (iii) the
Relevant Settlement Method for such Options, and (iv) if the settlement method for the related Convertible Notes is not Settlement
in Shares or Settlement in Cash (each as defined below), the fixed amount of cash per Convertible Note that Counterparty has elected
to deliver to Holders (as such term is defined in the Indenture) of the related Convertible Notes (the “Specified Cash
Amount”); provided that notwithstanding the foregoing, in respect of any Options relating to Convertible Notes
with a Conversion Date occurring prior to the Free Convertibility Date, such notice (and the related exercise of Options) shall
be effective if given after the Exercise Notice Deadline, but prior to 4:00 p.m. (New York City time) on the fifth Scheduled Valid
Day following the Exercise Notice Deadline, in which event the Calculation Agent shall have the right to adjust the delivery obligation
under this Confirmation as appropriate to reflect the commercially reasonable additional costs (including, but not limited to,
additional costs related to hedging mismatches and market losses and gains) and commercially reasonable expenses incurred by Dealer
in connection with commercially reasonable hedging activities (including the unwinding of any commercially reasonable Hedge Positions)
as a result of Dealer not having received such notice on or prior to the Exercise Notice Deadline, and Dealer’s obligation
to make any payment or delivery in respect of such exercise shall not be extinguished; and provided further that in respect
of any Options relating to Convertible Notes with a Conversion Date occurring on or after the Free Convertibility Date, (A) such
notice may be given on or prior to the Scheduled Valid Day immediately preceding the Expiration Date and need only specify the
information required in clause (i) above, and (B) if the Relevant Settlement Method for such Options is (x) Net Share Settlement
and the Specified Cash Amount is not USD 1,000, (y) Cash Settlement or (z) Combination Settlement, Dealer shall have received
a separate notice (the “Notice of Final Settlement Method”) in respect of all such Convertible Notes before
5:00 p.m. (New York City time) on the Free Convertibility Date specifying the information required in clauses (iii) and (iv) above.
Counterparty acknowledges its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b)
of the Exchange Act (as defined below) and the rules and regulations thereunder, in respect of any election of a settlement method
with respect to the Convertible Notes.




 


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




 


	 	Market Disruption Event:	Section 6.3(a) of the Equity Definitions is hereby replaced
in its entirety by the following:




 


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


 






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Settlement
Terms.


 


	 	Settlement Method:	For any Option, Net Share Settlement; provided
that if the Relevant Settlement Method set forth below for such Option is not Net Share Settlement, then the Settlement Method
for such Option shall be such Relevant Settlement Method, but only if Counterparty shall have notified Dealer of the Relevant
Settlement Method in the Notice of Exercise or Notice of Final Settlement Method, as applicable, for such Option.




 


	 	Relevant Settlement Method:	In respect of any Option:




 


(i)       if
Counterparty has elected (or, in the case of clause (C) below, is deemed to have elected) to settle its conversion obligations
in respect of the related Convertible Note (A) entirely in Shares pursuant to Section 14.02(a)(iv)(A) of the Indenture (together
with cash in lieu of fractional Shares) (such settlement method, “Settlement in Shares”), (B) in a combination
of cash and Shares pursuant to Section 14.02(a)(iv)(C) of the Indenture with a Specified Cash Amount less than USD 1,000 (such
settlement method, “Low Cash Combination Settlement”) or (C) in a combination of cash and Shares pursuant to
Section 14.02(a)(iv)(C) of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each case, the Relevant
Settlement Method for such Option shall be Net Share Settlement;


 


(ii)       if
Counterparty has elected to settle its conversion obligations in respect of the related Convertible Note in a combination of cash
and Shares pursuant to Section 14.02(a)(iv)(C) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the
Relevant Settlement Method for such Option shall be Combination Settlement; and


 


(iii)       if
Counterparty has elected to settle its conversion obligations in respect of the related Convertible Note entirely in cash pursuant
to Section 14.02(a)(iv)(B) of the Indenture (such settlement method, “Settlement in Cash”), then the Relevant
Settlement Method for such Option shall be Cash Settlement.


 






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	 	Net Share Settlement:	If Net Share Settlement is applicable to any Option
exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date for each such Option,
a number of Shares (the “Net Share Settlement Amount”) equal to the sum, for each Valid Day during the Settlement
Averaging Period for each such Option, of (i) (a) the Daily Option Value for such Valid Day, divided by (b) the Relevant
Price on such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period; provided that
in no event shall the Net Share Settlement Amount for any Option exceed a number of Shares equal to the Applicable Limit for such
Option divided by the Applicable Limit Price on the Settlement Date for such Option.




 


Dealer
will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Share Settlement Amount valued
at the Relevant Price for the last Valid Day of the Settlement Averaging Period.


 


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




 


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



 


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



 


provided
that in no event shall the sum of (x) the Combination Settlement Cash Amount for any Option and (y) the Combination Settlement
Share Amount for such Option multiplied by the Applicable Limit Price on the Settlement Date for such Option, exceed the
Applicable Limit for such Option.


 


Dealer
will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Combination Settlement Share Amount
valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.


 






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	 	Cash Settlement:	If Cash Settlement is applicable to any Option exercised
or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the relevant
Settlement Date for each such Option, an amount of cash (the “Cash Settlement Amount”) equal to the sum, for
each Valid Day during the Settlement Averaging Period for such Option, of (i) the Daily Option Value for such Valid Day, divided
by (ii) the number of Valid Days in the Settlement Averaging Period.




 


	 	Daily Option Value:	For any Valid Day, an amount equal to (i) the Option
Entitlement on such Valid Day, multiplied by (ii) the Relevant Price on such Valid Day less the Strike Price on
such Valid Day; provided that if the calculation contained in clause (ii) above results in a negative number, the Daily
Option Value for such Valid Day shall be deemed to be zero. In no event will the Daily Option Value be less than zero.




 


	 	Make-Whole Adjustment:	Notwithstanding anything to the contrary herein, in
respect of any exercise of Options relating to a conversion of Convertible Notes for which additional Shares will be added to
the “Conversion Rate” (as defined in the Indenture) as determined pursuant to Section 14.03 of the Indenture, the
Daily Option Value shall be calculated as if the Option Entitlement included the Applicable Percentage of the number of such additional
Shares as determined with reference to the adjustment set forth in such Section 14.03 of the Indenture; provided that if
the sum of (i) the product of (a) the number of Shares (if any) deliverable by Dealer to Counterparty per exercised Option and
(b) the Applicable Limit Price on the Settlement Date and (ii) the amount of cash (if any) payable by Dealer to Counterparty
per exercised Option would otherwise exceed the amount per Option, as determined by the Calculation Agent, that would be payable
by Dealer under Section 6 of the Agreement if (x) the relevant Conversion Date were an Early Termination Date resulting from an
Additional Termination Event with respect to which the Transaction was the sole Affected Transaction and Counterparty was the
sole Affected Party and (y) Section 14.03 of the Indenture were deleted, then each Daily Option Value shall be proportionately
reduced to the extent necessary to eliminate such excess.




 






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	 	Applicable Limit:	For any Option, an amount of cash equal to the Applicable
Percentage multiplied by the excess of (i) the aggregate of (A) the amount of cash, if any, paid to the Holder of the related
Convertible Note upon conversion of such Convertible Note and (B) the number of Shares, if any, delivered to the Holder of the
related Convertible Note upon conversion of such Convertible Note multiplied by the Applicable Limit Price on the Settlement
Date for such Option, over (ii) USD 1,000.




 


	 	Applicable Limit Price:	On any day, the opening price as displayed under the
heading “Op” on Bloomberg page PATK <equity> (or any successor thereto).




 


	 	Valid Day:	A day on which (i) there is no Market Disruption Event
and (ii) trading in the Shares generally occurs on the Exchange or, if the Shares are not then listed on the Exchange, on the
principal other United States national or regional securities exchange on which the Shares are then listed or, if the Shares are
not then listed on a United States national or regional securities exchange, on the principal other market on which the Shares
are then listed or admitted for trading. If the Shares are not so listed or admitted for trading, “Valid Day” means
a Business Day.




 


	 	Scheduled Valid Day:	A day that is scheduled to be a Valid Day on the principal
United States national or regional securities exchange or market on which the Shares are listed or admitted for trading. If the
Shares are not so listed or admitted for trading, “Scheduled Valid Day” means a Business Day.




 


	 	Business Day:	Any day other than a Saturday, a Sunday or a day on
which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.




 


	 	Relevant Price:	On any Valid Day, the per Share volume-weighted average
price as displayed under the heading “Bloomberg VWAP” on Bloomberg page PATK <equity> AQR (or its equivalent
successor if such page is not available) in respect of the period from the scheduled opening time of the Exchange to the Scheduled
Closing Time of the Exchange on such Valid Day (or if such volume-weighted average price is unavailable at such time, the market
value of one Share on such Valid Day, as determined by the Calculation Agent using, if practicable, a volume-weighted average
method). The Relevant Price will be determined without regard to after-hours trading or any other trading outside of the regular
trading session trading hours.




 


	 	Settlement Averaging Period:	For any Option:




 


		(i)	if
                                         the related Conversion Date occurs prior to the Free Convertibility Date, the 40 consecutive
                                         Valid Days commencing on, and including, the second Valid Day following such Conversion
                                         Date; provided that if the Notice of Exercise for such Option specifies that Settlement
                                         in Shares or Low Cash Combination Settlement applies to the related Convertible Note,
                                         the Settlement Averaging Period shall be the 80 consecutive Valid Day period commencing
                                         on, and including, the second Valid Day immediately following such Conversion Date; or



 






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		(ii)	if
                                         the related Conversion Date occurs on or following the Free Convertibility Date, the
                                         40 consecutive Valid Days commencing on, and including, the 41st Scheduled
                                         Valid Day immediately prior to the Expiration Date; provided that if the Notice
                                         of Exercise or Notice of Final Settlement Method, as applicable, for such Option specifies
                                         that Settlement in Shares or Low Cash Combination Settlement applies to the related Convertible
                                         Note, the Settlement Averaging Period shall be the 80 consecutive Valid Days commencing
                                         on, and including, the 81st Scheduled Valid Day immediately prior to the Expiration
                                         Date.



 


	 	Settlement Date:	For any Option, the second Business Day immediately
following the final Valid Day of the Settlement Averaging Period for such Option.




 


	 	Settlement Currency:	USD




 


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




 


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




 


3.       Additional
Terms applicable to the Transaction.


 


          Adjustments applicable to the Transaction:





 


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




 






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	 	Method of Adjustment: 	Calculation Agent Adjustment, which means that, notwithstanding
Section 11.2(c) of the Equity Definitions, upon any Potential Adjustment Event, the Calculation Agent shall make a corresponding
adjustment to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the
exercise, settlement or payment for the Transaction.




 


Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below:





 


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



 






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		(ii)	in
                                         connection with any Potential Adjustment Event as a result of an event or condition set
                                         forth in Section 14.04(b) of the Indenture or Section 14.04(c) of the Indenture where,
                                         in either case, the period for determining “Y” (as such term is used in Section
                                         14.04(b) of the Indenture) or “SP0” (as such term is used in Section
                                         14.04(c) of the Indenture), as the case may be, begins before Counterparty has publicly
                                         announced the event or condition giving rise to such Potential Adjustment Event, then
                                         the Calculation Agent shall have the right to adjust in good faith and in a commercially
                                         reasonable manner, taking into account the terms of the Indenture, any variable relevant
                                         to the exercise, settlement or payment for the Transaction as appropriate to reflect
                                         the commercially reasonable costs (including, but not limited to, hedging mismatches
                                         and market losses customary for transactions similar to the Transaction with counterparties
                                         similar to Counterparty) and commercially reasonable, documented out-of-pocket expenses
                                         incurred by Dealer in connection with its commercially reasonable hedging activities
                                         customary for transactions similar to the Transaction with counterparties similar to
                                         Counterparty as a result of such event or condition not having been publicly announced
                                         prior to the beginning of such period; and



 


		(iii)	if
                                         any Potential Adjustment Event is declared and (a) the event or condition giving rise
                                         to such Potential Adjustment Event is subsequently amended, modified, cancelled or abandoned,
                                         (b) the “Conversion Rate” (as defined in the Indenture) is otherwise not
                                         adjusted at the time or in the manner contemplated by the relevant Dilution Adjustment
                                         Provision based on such declaration or (c) the “Conversion Rate” (as defined
                                         in the Indenture) is adjusted as a result of such Potential Adjustment Event and subsequently
                                         re-adjusted (each of clauses (a), (b) and (c), a “Potential Adjustment Event
                                         Change”) then, in each case, the Calculation Agent shall have the right to
                                         adjust, in good faith and in a commercially reasonable manner, taking into account the
                                         terms of the Indenture, any variable relevant to the exercise, settlement or payment
                                         for the Transaction as appropriate to reflect the costs (including, but not limited to,
                                         hedging mismatches and market losses customary for transactions similar to the Transaction
                                         with counterparties similar to Counterparty) and commercially reasonable, documented
                                         out-of-pocket expenses incurred by Dealer in connection with its commercially reasonable
                                         hedging activities customary for transactions similar to the Transaction with counterparties
                                         similar to Counterparty as a result of such Potential Adjustment Event Change.



 






    11


     


    

 


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




 


Extraordinary
Events applicable to the  Transaction:


 


	 	Merger Events:	Applicable; provided that notwithstanding Section
12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any event or condition set forth in the
definition of “Merger Event” in Section 14.07 of the Indenture.




 


	 	Tender Offers:	Applicable; provided that notwithstanding Section
12.1(d) of the Equity Definitions, a “Tender Offer” means the occurrence of any event or condition set forth in Section
14.04(e) of the Indenture.




  


	 	Consequences
of Merger Events / Tender Offers:	Notwithstanding Section 12.2 and Section 12.3 of the
Equity Definitions, upon the occurrence of a Merger Event or a Tender Offer, the Calculation Agent shall make a corresponding
adjustment in respect of any adjustment under the Indenture to any one or more of the nature of the Shares (in the case of a Merger
Event), Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment
for the Transaction, subject to the second paragraph under “Method of Adjustment” (as determined by the Calculation
Agent acting in good faith and in a commercially reasonable manner by reference to the provisions of the Indenture); provided,
however, that such adjustment shall be made without regard to any adjustment to the Conversion Rate determined pursuant
to any Excluded Provision; provided further that in respect of any election by the holders of Shares with respect to the
consideration due upon consummation of any Merger Event, the Calculation Agent shall have the right to adjust any variable relevant
to the exercise, settlement or payment for the Transaction as appropriate to compensate Dealer for any losses (including, without
limitation, market losses customary for transactions similar to the Transaction with counterparties similar to Counterparty) solely
as a result of any mismatch on its Hedge Position, assuming Dealer maintains a commercially reasonable Hedge Position, and the
type and amount of consideration actually paid or issued to the holders of Shares in respect of such Merger Event; provided
further that if, with respect to a Merger Event or a Tender Offer, (i) the consideration for the Shares includes (or, at the
option of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized under the
laws of the United States, any State thereof or the District of Columbia or (ii) the Counterparty to the Transaction following
such Merger Event or Tender Offer will not be a corporation organized under the laws of the United States, any State thereof or
the District of Columbia, then, in either case, Cancellation and Payment (Calculation Agent Determination) may apply at Dealer’s
commercially reasonable discretion.




 






    12


     


    

 


	 	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” where it appears in clause (X) thereof
with the words “Hedge Position” and (ii) replacing the parenthetical beginning after the word “regulation”
in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or
(y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute) at the end of clause
(A) thereof”.




 


	 	Failure to Deliver:	Applicable




 


	 	Hedging Disruption:	Applicable; provided that:




 


		(i)	Section
                                         12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following
                                         words at the end of clause (A) thereof: “in the manner contemplated by the Hedging
                                         Party on the Trade Date” and (b) inserting the following two phrases at the
                                         end of such Section:



 


“,
provided that any such inability that occurs solely due to the deterioration of the creditworthiness of the Hedging Party shall
not be deemed a Hedging Disruption. 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


 






    13


     


    

 


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



 


	 	Increased Cost of Hedging:	Not Applicable




 


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




 


	 	Determining Party:	For all applicable Extraordinary Events, Dealer.




 


		Non-Reliance:	Applicable



 


	 	Agreements and Acknowledgments

Regarding Hedging Activities:	Applicable




 


	 	Additional Acknowledgments:	Applicable




 


		4.	Calculation
                                         Agent. Dealer, whose judgments, determinations and calculations shall be
                                         made in good faith and in a commercially reasonable manner; 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 (5) Exchange Business
                                         Days following notice to the Calculation Agent by Counterparty of such failure, Counterparty
                                         shall have the right to designate a nationally recognized third-party dealer in over-the-counter
                                         corporate equity derivatives to act, during the period commencing on the date such Event
                                         of Default occurred and ending on the Early Termination Date with respect to such Event
                                         of Default (or, if earlier, the date on which such Event of Default is no longer continuing),
                                         as the Calculation Agent.






 


	5.	Account
Details.



 


		(a)	Account
                                         for payments to Counterparty:



 


To
be provided by Counterparty.


 


Account
for delivery of Shares to Counterparty:


 


To
be provided by Counterparty.


 






    14


     


    

 


		(b)	Account
                                         for payments to Dealer:



 


		Bank:	Wells
                                         Fargo Bank, N.A.
	 	ABA#:	121-000-248
	 	Internal
                                         Acct No:	01020304464228
	 	A/C
                                         Name:	WFB
                                         Equity Derivatives
	 	 	 
	 	Account
                                         for delivery of Shares from Dealer:
	 	 	 
	 	DTC
                                         Number:	2072
	 	Agent
                                         ID:	52196
	 	Institution
                                         ID:	52196



 


	6.	Offices.



 


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



 


		(b)	The
                                         Office of Dealer for the Transaction is: Charlotte.

                                         




 


	7.	Notices.




 


		(a)	Address
                                         for notices or communications to Counterparty:



 


Patrick
Industries, Inc.


 


107
W. Franklin Street, 


 


P.O.
Box 638, 


 


Elkhart,
Indiana 46515

Attention: Chief Financial Officer

Telephone No.:(574) 294-7511

Facsimile No.:(574) 522-5213


 


		(b)	Address
                                         for notices or communications to Dealer:



 


Notwithstanding
anything to the contrary in the Agreement, all notices to Dealer in connection with the Transaction are effective only upon receipt
of email message to CorporateDerivativeNotifications@wellsfargo.com.


 


	8.	Representations
and Warranties of Counterparty.



 


Counterparty
hereby represents and warrants to Dealer on the date hereof and on and as of the Premium Payment Date that:


 


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



 


		(b)	Neither
                                         the execution and delivery of this Confirmation nor the incurrence or performance of
                                         obligations of Counterparty hereunder will conflict with or result in a breach of the
                                         certificate of incorporation or by-laws (or any equivalent documents) of Counterparty,
                                         or any applicable law or regulation, or any order, writ, injunction or decree of any
                                         court or governmental authority or agency, or any agreement or instrument filed as an
                                         exhibit to Counterparty’s Annual Report on Form 10-K for the year ended December
                                         31, 2016, as updated by any subsequent filings, to which Counterparty or any of its subsidiaries
                                         is a party or by which Counterparty or any of its subsidiaries is bound or to which Counterparty
                                         or any of its subsidiaries is subject, or constitute a default under, or result in the
                                         creation of any lien under, any such agreement or instrument.



 






    15


     


    

 


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



 


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



 


		(e)	Counterparty
                                         is an “eligible contract participant” (as such term is defined in Section
                                         1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible
                                         contract participant under Section 1a(18)(C) of the Commodity Exchange Act).



 


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



 


		(g)	To
                                         Counterparty’s actual knowledge, no state or local (including any non-U.S. jurisdiction’s)
                                         law, rule, regulation or regulatory order applicable to the Shares would give rise to
                                         any reporting, consent, registration or other requirement (including without limitation
                                         a requirement to obtain prior approval from any person or entity) as a result of Dealer
                                         or its affiliates owning or holding (however defined) Shares.



 


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



 


		(i)	The
                                         assets of Counterparty do not constitute “plan assets” under the Employee
                                         Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations
                                         promulgated thereunder or similar law.



 


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



 


	9.	Other
Provisions.



 


		(a)	Opinions.
                                         Counterparty shall deliver to Dealer an opinion of counsel, dated as of the Premium Payment
                                         Date, with respect to the matters set forth in Sections ‎8(a) through ‎(c) of
                                         this Confirmation (except as to whether this Confirmation constitutes Counterparty’s
                                         valid and binding obligation or is enforceable in accordance with its terms); provided
                                         that any such opinion of counsel may contain customary exceptions and qualifications.
                                         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.



 






    16


     


    

 


		(b)	Repurchase
                                         Notices. Counterparty shall, on or prior to the opening of the regular trading
                                         session for the Shares on the Exchange on the date that is one Scheduled Trading Day
                                         following any date on which Counterparty obtains actual knowledge that it has effected
                                         any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a
                                         “Repurchase Notice”) on such day if following such repurchase, the
                                         number of outstanding Shares as determined on such day is (i) less than 22.5 million
                                         (in the case of the first such notice) or (ii) thereafter more than 2.2 million less
                                         than the number of Shares included in the immediately preceding Repurchase Notice. Counterparty
                                         agrees to indemnify and hold harmless Dealer and its affiliates and their respective
                                         officers, directors, employees, affiliates, advisors, agents and controlling persons
                                         (each, an “Indemnified Person”) from and against any and all losses
                                         (including losses relating to Dealer’s 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 reasonable, documented out-of-pocket expenses
                                         (including reasonable attorney’s fees), joint or several, which an Indemnified
                                         Person may become subject to, in each case, as a result of Counterparty’s failure
                                         to provide Dealer with a Repurchase Notice on the day and in the manner specified in
                                         this paragraph, and to reimburse, within 30 days, upon written request, each of such
                                         Indemnified Persons for any reasonable legal or other expenses incurred in connection
                                         with investigating, preparing for, providing testimony or other evidence in connection
                                         with or defending any of the foregoing. If any suit, action, proceeding (including any
                                         governmental or regulatory investigation), claim or demand shall be brought or asserted
                                         against the Indemnified Person as a result of Counterparty’s failure to provide
                                         Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person
                                         shall promptly notify Counterparty in writing, and Counterparty, upon request of the
                                         Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person
                                         to represent the Indemnified Person and any others Counterparty may designate in such
                                         proceeding and shall pay the reasonable, documented fees and expenses of such counsel
                                         related to such proceeding. Counterparty shall not be liable for any such settlement
                                         of any proceeding contemplated by this paragraph that is effected without its written
                                         consent, but if settled with such consent or if there be a final judgment for the plaintiff,
                                         Counterparty agrees to indemnify any Indemnified Person from and against any loss or
                                         liability by reason of such settlement or judgment. Counterparty shall not, without the
                                         prior written consent of the Indemnified Person, effect any settlement of any such proceeding
                                         that is pending or threatened contemplated by this paragraph that is in respect of which
                                         any Indemnified Person is or could have been a party and indemnity could have been sought
                                         hereunder by such Indemnified Person, unless such settlement includes an unconditional
                                         release of such Indemnified Person from all liability on claims that are the subject
                                         matter of such proceeding on terms reasonably satisfactory to such Indemnified Person.
                                         If the indemnification provided for in this paragraph is unavailable to an Indemnified
                                         Person or insufficient in respect of any losses, claims, damages or liabilities referred
                                         to therein, then Counterparty hereunder, in lieu of indemnifying such Indemnified Person
                                         thereunder, shall contribute to the amount paid or payable by such Indemnified Person
                                         as a result of such losses, claims, damages or liabilities. The remedies provided for
                                         in this paragraph ‎(b) are not exclusive and shall not limit any rights or remedies
                                         which may otherwise be available to any Indemnified Person at law or in equity. The indemnity
                                         and contribution agreements contained in this paragraph shall remain operative and in
                                         full force and effect regardless of the termination of the Transaction.



 


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



 


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



 






    17


     


    

 


		(e)	Transfer
                                         or Assignment.



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






    18


     


    

 


		(ii)	Dealer
                                         may, (A) without Counterparty’s consent, transfer or assign all or any part of
                                         its rights or obligations under the Transaction to any affiliate of Dealer (1) that has
                                         a long-term issuer rating that is equal to or better than Dealer’s credit rating
                                         at the time of such transfer or assignment, or (2) whose obligations hereunder will be
                                         guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally
                                         for similar transactions, by Dealer or Dealer Parent, or (B) with Counterparty’s
                                         consent, such consent not to be unreasonably withheld or delayed, to any other nationally
                                         recognized dealer in over-the-counter corporate equity derivatives with a long-term issuer
                                         rating equal to or better than the lesser of (1) the credit rating of Dealer at the time
                                         of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor
                                         (“S&P”), or A3 by Moody’s Investor Service, Inc. (“Moody’s”)
                                         or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent
                                         rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer;
                                         provided that, under the applicable law effective on the date of such assignment,
                                         (1) Counterparty will not, as a result of such transfer or assignment, be required to
                                         pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4)
                                         of the Agreement greater than the amount that Counterparty would have been required to
                                         pay to Dealer in the absence of such transfer or assignment; and (2) such transfer or
                                         assignment does not cause a deemed exchange for Counterparty of the Transaction under
                                         Section 1001 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
                                         If at any time at which (A) the Section 16 Percentage exceeds 8.5%, (B) the Option Equity
                                         Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit
                                         (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess
                                         Ownership Position”), Dealer, acting in good faith, is unable after using its
                                         commercially reasonable efforts to effect a transfer or assignment of Options to a third
                                         party on pricing terms reasonably acceptable to Dealer and within a time period reasonably
                                         acceptable to Dealer such that no Excess Ownership Position exists, then Dealer may designate
                                         any Exchange Business Day as an Early Termination Date with respect to a portion of the
                                         Transaction (the “Terminated Portion”), such that following such partial
                                         termination no Excess Ownership Position exists. In the event that Dealer so designates
                                         an Early Termination Date with respect to a portion of the Transaction, a payment shall
                                         be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had
                                         been designated in respect of a Transaction having terms identical to the Transaction
                                         and a Number of Options equal to the number of Options underlying the Terminated Portion,
                                         (2) Counterparty were the sole Affected Party with respect to such partial termination
                                         and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance
                                         of doubt, the provisions of Section ‎9(k) shall apply to any amount that is payable
                                         by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected
                                         Party). The “Section 16 Percentage” as of any day is the fraction,
                                         expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer
                                         and any of its affiliates or any other person subject to aggregation with Dealer for
                                         purposes of the “beneficial ownership” test under Section 13 of the Exchange
                                         Act, or any “group” (within the meaning of Section 13 of the Exchange Act)
                                         of which Dealer is or may be deemed to be a part beneficially owns (within the meaning
                                         of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent
                                         that for any reason the equivalent calculation under Section 16 of the Exchange Act and
                                         the rules and regulations thereunder results in a higher number, such higher number)
                                         and (B) the denominator of which is the number of Shares outstanding on such day. The
                                         “Option Equity Percentage” as of any day is the fraction, expressed
                                         as a percentage, (A) the numerator of which is the sum of (1) the product of the Number
                                         of Options and the Option Entitlement and (2) the aggregate number of Shares underlying
                                         any other call option transaction sold by Dealer to Counterparty, and (B) the denominator
                                         of which is the number of Shares outstanding. The “Share Amount” as
                                         of any day is the number of Shares that Dealer and any person whose ownership position
                                         would be aggregated with that of Dealer (Dealer or any such person, a “Dealer
                                         Person”) under any law, rule, regulation, regulatory order or organizational
                                         documents or contracts of Counterparty that are, in each case, applicable to ownership
                                         of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively
                                         owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership
                                         under any Applicable Restriction, as determined by Dealer in its reasonable discretion.
                                         The “Applicable Share Limit” means a number of Shares equal to (A)
                                         the minimum number of Shares that could give rise to reporting or registration obligations
                                         (except for any filing requirements on Form 13F, Schedule 13D or Schedule 13G under the
                                         Exchange Act, in each case, as in effect on the Trade Date) or 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.



 


		(iii)	Notwithstanding
                                         any other provision in this Confirmation to the contrary requiring or allowing Dealer
                                         to purchase, sell, receive or deliver any Shares or other securities, or make or receive
                                         any payment in cash, to or from Counterparty, Dealer may designate any of its affiliates
                                         (each, a “Dealer Designated Affiliate”) to purchase, sell, receive
                                         or deliver such Shares or other securities, or to make or receive such payment in cash,
                                         and otherwise to perform Dealer’s obligations in respect of the Transaction and
                                         any such designee may assume such obligations; provided that such Dealer Designated
                                         Affiliate shall comply with the provisions of the Transaction in the same manner as Dealer
                                         would have been required to comply. Dealer shall be discharged of its obligations to
                                         Counterparty under this Confirmation solely to the extent such Dealer Designated Affiliate
                                         fully performs the obligations designated by Dealer to such Dealer Designated Affiliate
                                         under this Section 9(e)(iii).



 






    19


     


    

 


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



 


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



 


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



 


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



 


		(g)	[Reserved].



 


		(h)	Additional
                                         Termination Events.



 


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



 






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		(ii)	Promptly
                                         (but in any event within three Scheduled Trading Days) following any repurchase and cancellation
                                         of Convertible Notes, including without limitation pursuant to Article 15 of the Indenture
                                         in connection with a “Fundamental Change” (as defined in the Indenture) (a
                                         “Convertible Notes Repurchase Event”), Counterparty may notify Dealer
                                         in writing of such repurchase and cancellation and the number of Convertible Notes in
                                         USD 1,000 principal amount so repurchased and cancelled (any such notice, a “Notes
                                         Repurchase Notice”), which Notes Repurchase Notice shall contain an acknowledgement
                                         by Counterparty of its responsibilities under applicable securities laws, and in particular
                                         Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder,
                                         in respect of such repurchase and cancellation and its delivery of such Notes Repurchase
                                         Notice. Notwithstanding anything to the contrary in this Confirmation, the receipt by
                                         Dealer from Counterparty of any Notes Repurchase Notice shall constitute an Additional
                                         Termination Event as provided in this paragraph. Upon receipt of any such Notes Repurchase
                                         Notice, Dealer shall promptly designate an Exchange Business Day following receipt of
                                         such Notes Repurchase Notice (which in no event shall be earlier than the related repurchase
                                         settlement date for such Convertible Notes) as an Early Termination Date with respect
                                         to the portion of the Transaction corresponding to a number of Options (the “Repurchase
                                         Options”) equal to the lesser of (A) the number of such Convertible Notes specified
                                         in such Notes Repurchase Notice, and (B) the Number of Options as of the date Dealer
                                         designates such Early Termination Date and, as of such date, the Number of Options shall
                                         be reduced by the number of Repurchase Options. Any payment hereunder with respect to
                                         such termination shall be calculated pursuant to Section 6 of the Agreement as if (1)
                                         an Early Termination Date had been designated in respect of a Transaction having terms
                                         identical to the Transaction and a Number of Options equal to the number of Repurchase
                                         Options, (2) Counterparty were the sole Affected Party with respect to such Additional
                                         Termination Event and (3) the terminated portion of the Transaction were the sole Affected
                                         Transaction. For the avoidance of doubt, in determining the amount payable in respect
                                         of such Additional Termination Event pursuant to Section 6 of the Agreement, Dealer shall
                                         assume (1) the relevant Convertible Notes Repurchase Event and any conversions, adjustments,
                                         agreements, payments, deliveries or acquisitions of, by or on behalf of Counterparty
                                         leading thereto had not occurred, (2) no adjustments to the Conversion Rate have occurred
                                         pursuant to any Excluded Provision and (3) the Convertible Notes remain outstanding.



 


		(iii)	Notwithstanding
                                         anything to the contrary in this Confirmation, the occurrence of an Amendment Event shall
                                         constitute an Additional Termination Event applicable to the Transaction and, with respect
                                         to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole
                                         Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer
                                         shall be the party entitled to designate an Early Termination Date pursuant to Section
                                         6(b) of the Agreement. “Amendment Event” means that Counterparty amends,
                                         modifies, supplements or obtains a waiver in respect of any term of the Indenture or
                                         the Convertible Notes that would require consent of the holders of not less than 100%
                                         of the principal amount of the Convertible Notes to amend (other than, in each case,
                                         any amendment or supplement (x) pursuant to Section 10.01(h) of the Indenture that, as
                                         determined by the Calculation Agent, conforms the Indenture to the description of Convertible
                                         Notes in the Offering Memorandum or (y) pursuant to Section 14.07 of the Indenture),
                                         in each case, without the consent of Dealer (such consent not to be unreasonably withheld
                                         or delayed).



 


		(i)	Amendments
                                         to Equity Definitions.



 


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



 


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



 


		(j)	No
                                         Setoff. The provisions of Section 2(c) of the Agreement shall not apply to the
                                         Transaction. Each party waives any and all rights it may have to set-off delivery or
                                         payment obligations it owes to the other party under the Agreement and the Transaction
                                         against any delivery or payment obligations owed to it by the other party under any other
                                         agreement between the parties hereto, by operation of law or otherwise.



 






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		(k)	Alternative
                                         Calculations and Payment on Early Termination and on Certain Extraordinary Events.
                                         If (a) an Early Termination Date (whether as a result of an Event of Default or a Termination
                                         Event) occurs or is designated with respect to the Transaction or (b) the Transaction
                                         is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a
                                         result of (i) a Nationalization, Insolvency or Merger Event in which the consideration
                                         to be paid to holders of Shares consists solely of cash, (ii) a Merger Event or Tender
                                         Offer that is within Counterparty’s control, or (iii) an Event of Default in which
                                         Counterparty is the Defaulting Party or a Termination Event in which Counterparty is
                                         the Affected Party other than an Event of Default of the type described in Section 5(a)(iii),
                                         (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described
                                         in Section 5(b) of the Agreement, in each case that resulted from an event or events
                                         outside Counterparty’s control), and if Dealer would owe any amount to Counterparty
                                         pursuant to Section 6(d)(ii) of the Agreement or any Cancellation Amount pursuant to
                                         Article 12 of the Equity Definitions (any such amount, a “Payment Obligation”),
                                         then Dealer shall satisfy the Payment Obligation by the Share Termination Alternative
                                         (as defined below), unless (a) Counterparty gives irrevocable telephonic notice
                                         to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00
                                         p.m. (New York City time) on the Merger Date, Tender Offer Date, Announcement Date (in
                                         the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date
                                         of cancellation, as applicable, of its election that the Share Termination Alternative
                                         shall not apply, (b) Counterparty remakes the representation set forth in Section ‎8(f)
                                         as of the date of such election and (c) Dealer agrees, in its sole discretion, to such
                                         election, in which case the provisions of Section 12.7 or Section 12.9 of the Equity
                                         Definitions, or the provisions of Section 6(d)(ii) of the Agreement, as the case may
                                         be, shall apply.



  





	 	Share Termination Alternative:	If applicable, Dealer shall deliver to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable period of time after, the date when the relevant Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) and 6(e) of the Agreement, as applicable, in satisfaction of such Payment Obligation in the manner reasonably requested by Counterparty free of payment.
	 	 	 
	 	Share Termination Delivery Property: 	A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.
	 	 	 
	 	Share Termination Unit Price: 	The value to Dealer of property contained in one Share Termination Delivery Unit, as determined by the Calculation Agent in good faith and in a commercially reasonable manner and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation. For the avoidance of doubt, the parties agree that in determining the Share Termination Delivery Unit Price the Calculation Agent may consider the purchase price paid in connection with the purchase of Share Termination Delivery Property.



 






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	 	Share Termination Delivery Unit: 	One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “Exchange Property”), a unit consisting of the type and amount of such Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event, as determined by the Calculation Agent.
	 	 	 
	 	Failure to Deliver: 	Applicable
	 	 	 
	 	Other applicable provisions: 	If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9 and 9.11 (as modified above) of the Equity Definitions and the provisions set forth opposite the caption “Representation and Agreement” in Section ‎2 will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Share Termination Settled” and all references to “Shares” shall be read as references to “Share Termination Delivery Units”. “Share Termination Settled” in relation to the Transaction means that Share Termination Alternative is applicable to the Transaction.




 


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



 


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



 






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



 


		(o)	Right
                                         to Extend. The Calculation Agent may postpone or add, in a commercially reasonable
                                         manner, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging
                                         Period or any other date of valuation, payment or delivery by Dealer, with respect to
                                         some or all of the Options hereunder (in which event the Calculation Agent shall make
                                         appropriate adjustments to the Transaction), if Dealer reasonably determines (based on
                                         advice of counsel in the case of clause (y) only) that such action is reasonably necessary
                                         or appropriate (x) to preserve commercially reasonable hedging or hedge unwind activity
                                         hereunder in light of existing liquidity conditions (but only if liquidity as of the
                                         relevant time is less than the Calculation Agent’s commercially reasonable expectations
                                         of liquidity at such time as of the Trade Date) or (y) to enable Dealer to effect transactions
                                         with respect to Shares or Share Termination Delivery Units in connection with its commercially
                                         reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would,
                                         if Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance
                                         with applicable legal, regulatory or self-regulatory requirements, or with related policies
                                         and procedures applicable to Dealer; provided that such policies and procedures
                                         have been adopted by Dealer in good faith and are generally applicable in similar situations
                                         and applied in a non-discriminatory manner; provided further that no such Valid
                                         Day or other date of valuation, payment or delivery may be postponed or added more than
                                         50 Valid Days after the original Valid Day or other date of valuation, payment or delivery,
                                         as the case may be.



 


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



 


		(q)	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.



 


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



 


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



 


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



 






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



 


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



 


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



 


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



 


		(w)	Calculations;
                                         Determinations; Adjustments. All calculations, adjustments and determinations
                                         by the Calculation Agent, the Hedging Party or the Determining Party shall be made in
                                         good faith and in a commercially reasonable manner. Following any calculation, adjustment
                                         or determination by the Calculation Agent, the Hedging Party or the Determining Party,
                                         as the case may be, hereunder, upon written request by Counterparty, the Calculation
                                         Agent, the Hedging Party or the Determining Party, as the case may be, shall promptly
                                         (but in any event within four Scheduled Trading Days) provide to Counterparty by e-mail
                                         to the e-mail address provided by Counterparty in such 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, adjustment or determination (including any assumptions
                                         used in making such adjustment, determination or calculation), it being understood that
                                         none of the Calculation Agent, the Hedging Party or the Determining Party shall be obligated
                                         to disclose any proprietary or confidential data or information or any proprietary or
                                         confidential models used by it for such calculation, adjustment or determination, as
                                         applicable. For the avoidance of doubt, whenever the Calculation Agent or the Determining
                                         Party (as the case may be) is called upon to make an adjustment pursuant to the terms
                                         of this Confirmation or the Equity Definitions (other than any adjustment required to
                                         be made by reference to the terms of the Convertible Notes or the Indenture) to take
                                         into account the effect of an event, the Calculation Agent or Determining Party (as the
                                         case may be) 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.



 






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		(x)	Tax
                                         Matters.



 


		(i)	Withholding
                                         Tax Imposed on Payments to non-U.S. Counterparties under the United States Foreign Account
                                         Tax Compliance Act. “Indemnifiable Tax” as defined in Section 14 of the
                                         Agreement, shall not include any 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.



 


		(ii)	Tax
                                         Documentation. For purposes of Section 4(a)(i) of the Agreement: (x) Counterparty
                                         shall provide to Dealer a valid U.S. Internal Revenue Service Form W-9, or any successor
                                         thereto, (i) on or before the date of execution of this Confirmation, (ii) upon reasonable
                                         request of Dealer and (iii) promptly upon learning that any such tax form previously
                                         provided by Counterparty has become obsolete or incorrect. Additionally, Counterparty
                                         shall, promptly upon request by Dealer, provide such other tax forms and documents reasonably
                                         requested by Dealer; and (y) Dealer shall provide to Counterparty a valid U.S. Internal
                                         Revenue Service Form W-9, or any successor thereto, (i) on or before the date of execution
                                         of this Confirmation, (ii) upon reasonable request of Counterparty and (iii) promptly
                                         upon learning that any such tax form previously provided by Dealer has become obsolete
                                         or incorrect.



 


		(iii)	Tax
                                         Representations. For purposes of Section 3(f) of the Agreement: (i) Counterparty
                                         represents to Dealer that for U.S. federal income tax purposes it is a “U.S. person”
                                         (as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations)
                                         and an “exempt recipient” (as that term is used in section 1.6049-4(c)(1)
                                         of the United States Treasury Regulations); and (ii) Dealer represents to Counterparty
                                         that for U.S. federal income tax purposes it is a “U.S. person” (as that
                                         term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations)
                                         and an “exempt recipient” (as that term is used in section 1.6049-4(c)(1)
                                         of the United States Treasury Regulations).



  




    26


     


    

 


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,
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ Thomas Yates
	 	Authorized Signatory  
	 	Name:Thomas Yates, Managing Director   


  


Accepted and confirmed

as of the Trade Date:


 


	PATRICK INDUSTRIES, INC.	 
	 	 	 
	By:	/s/ Joshua Boone	 
	Authorized Signatory  	 
	Name:Joshua Boone