Exhibit
10.2


 


 


 


Bank of America, N.A.


One
Bryant Park


New
York, NY 10036


 


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 Bank of America, N.A. (“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 Bank of America Corporation (“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



 






    2


     


    

 


	 	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.


 






    3


     


    

 


	 	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.”


 






    4


     


    

 


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.


 






    5


     


    

 


	 	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.


 






    6


     


    

 


	 	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.




 






    7


     


    

 


	 	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



 






    8


     


    

 


		(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).




 






    9


     


    

 


	 	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;



 






    10


     


    

 


		(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.



 






    14


     


    

 





	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.




 


	 	(b)	Account
    for payments to Dealer:
	 	 	 
	 	 	Bank:	Bank of America, N.A.
	 	 	 	New York, NY
	 	 	SWIFT:	BOFAUS3N
	 	 	Bank Routing:	026-009-593
	 	 	Account Name:	Bank of America
	 	 	Account No.:	0012334-61892
	 	 	 	 
	 	 	Account for delivery of Shares from Dealer:
	 	 	 
	 	 	DTC#: 0161	 




 





		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: New York



 


Bank
of America, N.A.


c/o
Merrill Lynch, Pierce, Fenner & Smith Incorporated


One
Bryant Park


New
York, NY 10036


 


		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:



 


Bank
of America, N.A.


c/o
Merrill Lynch, Pierce, Fenner & Smith Incorporated


One
Bryant Park


New
York, NY 10036


	 	Attention:	Robert Stewart, Assistant General Counsel
	 	Telephone No.:	646-855-0711
	 	Facsimile No.:	646-822-5618
	 	Email:	rstewart4@bankofamerica.com




 


With
a copy to:


 


	 	Attention:	Chris Hutmaker
	 	Telephone No:	646-855-8907
	 	Facsimile No:	212-326-9882
	 	Email:	chris.hutmaker@baml.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.


 


	 	(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.


 


	 	(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.


 


	 	(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.


 






    


    


    

 


	 	(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).


 


	 	(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.


 


	 	(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.


 


	 	(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.



 


		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.


 


	 	(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.


 


	 	(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.


 


	 	(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).


 






    


    


    




  


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,
	 	 
	 	BANK
    OF AMERICA, N.A.
	 	 
	 	By:	/s/
    Christopher A. Hutmaker
	 	Authorized
    Signatory
	 	Name:Christopher
    A. Hutmaker, Managing Director


 


Accepted
and confirmed

as of the Trade Date:


 


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