Exhibit 10.2


 


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


 


Barclays Bank PLC





5 The North Colonnade





Canary Wharf, London
E14 4BB





Facsimile: +44(20)77736461





Telephone: +44 (20)
777 36810


 


c/o Barclays Capital
Inc.





as Agent for Barclays
Bank PLC





745 Seventh Avenue





New York, NY 10019





Telephone: +1 212 412 4000


 


March 10, 2021





		To:	Enphase Energy, Inc.

47281 Bayside Parkway

Fremont, CA 94538

Attention: General Counsel

Telephone No.: (707) 774-7000



 


		Re:	Additional Warrants



 


The purpose of this
letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Enphase
Energy, Inc. (“Company”) to Barclays Bank PLC (“Dealer”), through its agent Barclays
Capital Inc. (the “Agent”), as of the Trade Date specified below (the “Transaction”). This
letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation
shall replace any previous agreements and serve as the final documentation for the Transaction. Dealer is not a member of the Securities
Investor Protection Corporation. Dealer is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority.


 


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


 


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


 


1.            This
Confirmation evidences a complete and binding agreement between Dealer and Company as to the terms of the Transaction to which
this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the
2002 ISDA Master Agreement (the “Agreement”) as if Dealer and Company had executed an agreement in such form
(but without any Schedule except for the election of the laws of the State of New York as the governing law (without reference
to choice of law doctrine)) on the Trade Date. In the event of any inconsistency between provisions of that Agreement and this
Confirmation, this Confirmation will prevail for the purpose of the Transaction to which this Confirmation relates. The parties
hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed by the Agreement.


 









     


     


    




 


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


 


General Terms.


 


	Trade Date:	March 10, 2021









 


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



 


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



 





	Warrant Style:	European



 


	Seller:	Company



 


	Buyer:	Dealer



 


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



 


	Number of Warrants:	65,453. For the avoidance of doubt, the Number of Warrants shall be reduced by any Warrants exercised or deemed exercised hereunder. In no event will the Number of Warrants be less than zero.
	 	 
	Warrant Entitlement:	One Share per Warrant
	 	 
	Strike Price:	USD 397.9140. Notwithstanding anything to the contrary in the Agreement, this Confirmation or the Equity Definitions, in no event shall the Strike Price be subject to adjustment to the extent that, after giving effect to such adjustment, the Strike Price would be less than USD 152.43, except for any adjustment pursuant to the terms of this Confirmation and the Equity Definitions in connection with stock splits or similar changes to Company’s capitalization.



 


	Premium:	USD 3,099,250



 


	Premium Payment Date:	March 12, 2021



 


	Exchange:	The NASDAQ Global Market



 


	Related Exchange(s):	All Exchanges; provided that Section 1.26 of the Equity Definitions shall be amended to add the words “United States” before the word “exchange” in the tenth line of such section.



 






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Procedures for Exercise.


 


	Expiration Time:	The Valuation Time
	 	 
	Expiration Dates:	Each Scheduled Trading Day during the period from, and including, the First Expiration Date to, but excluding, the 40th Scheduled Trading Day following the First Expiration Date shall be an “Expiration Date” for a number of Warrants equal to the Daily Number of Warrants on such date; provided that, notwithstanding anything to the contrary in the Equity Definitions, if any such date is a Disrupted Day, the Calculation Agent shall make adjustments in good faith and in a commercially reasonable manner, if applicable, to the Daily Number of Warrants or shall reduce such Daily Number of Warrants to zero for which such day shall be an Expiration Date and shall designate a Scheduled Trading Day or a number of Scheduled Trading Days as the Expiration Date(s) for the remaining Daily Number of Warrants or a portion thereof for the originally scheduled Expiration Date; and provided further that if such Expiration Date has not occurred pursuant to this clause as of the eighth Scheduled Trading Day following the last scheduled Expiration Date under the Transaction, the Calculation Agent shall have the right to declare such Scheduled Trading Day to be the final Expiration Date and the Calculation Agent shall determine its good faith estimate of the fair market value for the Shares as of the Valuation Time on that eighth Scheduled Trading Day or on any subsequent Scheduled Trading Day, as the Calculation Agent shall determine using commercially reasonable means; provided further that in no event shall any Expiration Date under the Transaction be postponed to a date later than the Final Expiration Date.
	 	 
	First Expiration Date:	June 1, 2026 (or if such day is not a Scheduled Trading Day, the next following Scheduled Trading Day), subject to Market Disruption Event below.
	 	 
	Daily Number of Warrants:	For any Expiration Date, the Number of Warrants that have not expired or been exercised as of such day, divided by the remaining number of Expiration Dates (including such day), rounded down to the nearest whole number, subject to adjustment pursuant to the provisos to “Expiration Dates”.
	 	 
	Automatic Exercise:	Applicable; and means that for each Expiration Date, a number of Warrants equal to the Daily Number of Warrants for such Expiration Date will be deemed to be automatically exercised at the Expiration Time on such Expiration Date.
	 	 
	Market Disruption Event:	Section 6.3(a) of the Equity Definitions is hereby amended by replacing clause (ii) in its entirety with “(ii) an Exchange Disruption, or” and inserting immediately following clause (iii) the phrase “; in each case that the Calculation Agent reasonably determines is material.”
	 	 
		Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the words “Scheduled Closing Time” in the fourth line thereof.
	 	 
	Final Expiration Date:	July 27, 2026



 






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Valuation Terms.





 


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



 


Settlement Terms.


 


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



 






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



 






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		3.	Additional Terms applicable to the Transaction.



 


	Adjustments applicable to the Transaction:	 
	 	 
	Method of Adjustment:	Calculation Agent Adjustment; provided that the parties hereto agree that any Share repurchases by Company, whether pursuant to Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be considered Potential Adjustment Events. For the avoidance of doubt, in making any adjustments under the Equity Definitions, the Calculation Agent may make adjustments, if any, to any one or more of the Strike Price, the Number of Warrants, the Daily Number of Warrants and the Warrant Entitlement in a commercially reasonable manner. Notwithstanding the foregoing, any cash dividends or cash distributions on the Shares, whether or not extraordinary, shall be governed by Section ‎9(f) of this Confirmation in lieu of Article 10 or Section 11.2(c) of the Equity Definitions.
	 	 
	Extraordinary Events applicable to the Transaction:	 
	 	 
	New Shares:	Section 12.1(i) of the Equity Definitions is hereby amended (a) by deleting the text in clause (i) thereof in its entirety (including the word “and” following clause (i)) and replacing it with the phrase “publicly quoted, traded or listed (or whose related depositary receipts are publicly quoted, traded or listed) on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)” and (b) by inserting immediately prior to the period the phrase “and (iii) of an entity or person that is a corporation organized under the laws of the United States, any State thereof or the District of Columbia and either (1) such entity or person becomes Company under the Transaction following such Merger Event or Tender Offer or (2) Company is a wholly owned subsidiary of such entity or person following such Merger Event or Tender Offer, and such entity or person fully and unconditionally guarantees the obligations of Company under the Transaction”.
	 	 
	Consequence of Merger Events:	 
	 	 
	Merger Event:	Applicable; provided that if an event occurs that constitutes both a Merger Event under Section 12.1(b) of the Equity Definitions and an Additional Termination Event under Section 9(h)(ii)(B) of this Confirmation, the provisions of Section 9(h)(ii)(B) will apply.






 


	Share-for-Share:	Modified Calculation Agent Adjustment



 


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



 


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



 






    6


     


    

 


	Consequence of Tender Offers:	 
	 	 
	Tender Offer:	Applicable; provided that if an event occurs that constitutes both a Tender Offer under Section 12.1(d) of the Equity Definitions and Additional Termination Event under Section 9(h)(ii)(A) of this Confirmation, the provisions of Section 9(h)(ii)(A) will apply; provided further that the definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing the phrase “greater than 10%” with “greater than 20%”.
	 	 
	Share-for-Share:	 Modified Calculation Agent Adjustment
	 	 
	Share-for-Other: 	Modified Calculation Agent Adjustment
	 	 
	Share-for-Combined: 	Modified Calculation Agent Adjustment
	 	 
	Announcement Event:	If (x) an Announcement Date occurs in respect of a Merger Event (for the avoidance of doubt, determined without regard to the language in the definition of “Merger Event” following the definition of “Reverse Merger” therein) or Tender Offer or (y) any potential acquisition by Issuer and/or its subsidiaries is announced by the Issuer, a subsidiary, affiliate, agent or representative of Issuer, or any third party that has a bona fide intent to enter into or consummate such transaction or event (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent may take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares) where the aggregate consideration exceeds 35% of the market capitalization of Issuer as of the date of such announcement (an “Acquisition Transaction”) (any event described in clause (x) or (y), an “Announcement Event”), then on the earliest of the Expiration Date, Early Termination Date or other date of cancellation (the “Announcement Event Adjustment Date”) in respect of each Warrant, the Calculation Agent will determine the economic effect of such Announcement Event on the theoretical value of the Warrant (regardless of whether the Announcement Event actually results in a Merger Event or Tender Offer, and taking into account such factors as the Calculation Agent may determine, including, without limitation, changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or the Transaction whether prior to or after the Announcement Event or for any period of time, including, without limitation, the period from the Announcement Event to the relevant Announcement Event Adjustment Date). If the Calculation Agent determines that such economic effect on any Warrant is material, then on the Announcement Event Adjustment Date for such Warrant, the Calculation Agent shall make such adjustment to the Strike Price, the Number of Warrants, the Daily Number of Warrants, the Warrant Entitlement and/or the Expiration Dates, in each case, as the Calculation Agent determines in good faith and in a commercially reasonable manner appropriate to account for such economic effect, which adjustment shall be effective immediately prior to the exercise, termination or cancellation of such Warrant, as the case may be.






 






    7


     


    

 


	Announcement Date:	The definition of “Announcement Date” in Section 12.1 of the Equity Definitions is hereby amended by (i) replacing the words “a firm” with the word “any” in the second and fourth lines thereof, (ii) replacing the word “leads to the” with the words “, if completed, would lead to a” in the third and the fifth lines thereof, (iii) replacing the words “voting shares” with the word “Shares” in the fifth line thereof, and (iv) inserting the words “by the Issuer, a subsidiary, affiliate, agent or representative of Issuer, or any third party that has a bona fide intent to enter into or consummate such transaction or event (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent may take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares)” after the word “announcement” in the second and the fourth lines thereof.
	 	 
	Nationalization, Insolvency or Delisting:	Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange.
	 	 
	Additional Disruption Events:	 
	 	 
	Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof, (ii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”.
	 	 
	Failure to Deliver:	Not Applicable
	 	 
	Insolvency Filing:	Applicable



 






    8


     


    

 


	Hedging Disruption:	Applicable; provided that:



 


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



 


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



 


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



 


	Increased Cost of Hedging:	Applicable
	 	 
	Loss of Stock Borrow:	Applicable
	 	 
	Maximum Stock Loan Rate:	200 basis points
	 	 
	Increased Cost of Stock Borrow:	Applicable
	 	 
	Initial Stock Loan Rate:	0 basis points until March 1, 2026 and 25 basis points thereafter.
	 	 
	Hedging Party:	For all applicable Additional Disruption Events, Dealer.
	 	 
	Determining Party:	For all applicable Extraordinary Events, Dealer. All calculations and determinations by the Determining Party shall be made in good faith and in a commercially reasonable manner. Following any calculation by the Determining Party hereunder, upon written request by Company, the Determining Party will provide to Company by email to the email address provided by Company in such written request a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such calculation and specifying the particular section of the Confirmation pursuant to which such calculation or determination is being made (and in the event that more than one section of the Confirmation would permit the Determining Party to make an adjustment upon the occurrence of a specific event, then the Determining Party shall specify the particular section number pursuant to which the Calculation Agent is making the adjustment hereunder); provided, however, that in no event will the foregoing constitute a waiver or relinquishment of any of the rights of Dealer, the Hedging Party, the Determining Party or the Calculation Agent hereunder or prohibit any such party from exercising any of its rights otherwise exercisable hereunder; and provided further that in no event will the Determining Party be obligated to share with Company any proprietary or confidential data or information or any proprietary or confidential models used by it.


 






    9


     


    

 


		Non-Reliance: 	Applicable.
	 	 	 
		Agreements and Acknowledgments Regarding Hedging Activities:	Applicable
	 	 	 
		Additional Acknowledgments:	Applicable
	 	 	 
	4.	 Calculation Agent.	Dealer; provided that following the occurrence and during the continuance of an Event of Default of the type described in Section 5(a)(vii) of the Agreement with respect to which Dealer is the sole Defaulting Party, if the Calculation Agent fails to timely make any calculation, adjustment or determination required to be made by the Calculation Agent hereunder or to perform any obligation of the Calculation Agent hereunder and such failure continues for five Exchange Business Days following notice to the Calculation Agent by Company of such failure, Company shall have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the first date the Calculation Agent fails to timely make such calculation, adjustment or determination or to perform such obligation, as the case may be, and ending on the earlier of the Early Termination Date with respect to such Event of Default and the date on which such Event of Default is no longer continuing, as the Calculation Agent.
	 	 	 
	 		All calculations and determinations by the Calculation Agent shall be made in good faith and in a commercially reasonable manner. Following any calculation by the Calculation Agent hereunder, upon written request by Company, the Calculation Agent will provide to Company by email to the email address provided by Company in such written request a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such calculation and specifying the particular section of the Confirmation pursuant to which such calculation or determination is being made (and in the event that more than one section of the Confirmation would permit the Calculation Agent to make an adjustment upon the occurrence of a specific event, then the Calculation Agent shall specify the particular section number pursuant to which the Calculation Agent is making the adjustment hereunder); provided, however, that in no event will the foregoing constitute a waiver or relinquishment of any of the rights of Dealer, the Hedging Party, the Determining Party or the Calculation Agent hereunder or prohibit any such party from exercising any of its rights otherwise exercisable hereunder; and provided further that in no event will Dealer be obligated to share with Company any proprietary or confidential data or information or any proprietary or confidential models used by it.






 






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		5.	Account Details.



 


		(a)	Account for payments to Company:



 


Bank:





ABA#:





Acct No.:





Beneficiary:





Ref:


 


Account for delivery of Shares from Company:


 


To be provided upon request.


 


		(b)	Account for payments to Dealer:



 


Bank:





ABA#





BIC:





Acct:





Beneficiary:


 


Account for delivery of Shares to Dealer:


 


To be provided by Dealer.


 


		6.	Offices.



 


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



 


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



 


		7.	Notices.



 


		(a)	Address for notices or communications to Company:



 


Enphase Energy, Inc.





Attention: General Counsel





Telephone No.: (707) 763-4785


 


		(b)	Address for notices or communications to Dealer:



 


Barclays Bank PLC





c/o Barclays Capital Inc.





745 Seventh Avenue





New York, NY 10019





Attention:





Telephone:





Email:


 


With a copy to:





Attention: Equity Linked Hybrid Solutions





Group Email:





(Note that this is a group email address which may include
one or more persons on the public side of Dealer.  This group email address is only to be used for notifications sent to Dealer
for this Transaction, this Confirmation and the Agreement.


 


		8.	Representations and Warranties of Company and Dealer.



 


		(a)	Representations of Company. Each of the representations and warranties of Company
set forth in Section 2 of the Purchase Agreement (the “Purchase Agreement”), dated as of February 24,
2021, among the Company, BofA Securities and Barclays Capital Inc., as representatives of the initial purchasers party thereto
(the “Initial Purchasers”), are true and correct and are hereby deemed to be repeated to Dealer as if set forth
herein. Company hereby further represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and,
in the case of the representations in Section ‎8(a)(iv), at all times until termination of the Transaction, that:



 






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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






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



 


		9.	Other Provisions.



 


		(a)	Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the
Trade Date, with respect to (i) the matters set forth in Section 8(a)(ii)(B) and Section 8(a)(iii) of
this Confirmation to the knowledge of counsel, (ii) due incorporation, existence and good standing of Company in Delaware,
(iii) the due authorization, execution and delivery of this Confirmation, and, (iv) in respect of the execution, delivery
and performance of this Confirmation, the absence of any conflict with or breach of any material agreement required to be filed
as an exhibit to Company’s Annual Report on Form 10-K, Company’s certificate of incorporation or Company’s
by-laws.  Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of
the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.



 


		(b)	Repurchase Notices. Company shall, on any day on which Company effects any repurchase
of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following
such repurchase, the number of outstanding Shares on such day, subject to any adjustments provided herein, is (i) less than
101.3 million (in the case of the first such notice) or (ii) thereafter more than 17.9 million less than the number of Shares
included in the immediately preceding Repurchase Notice. Company agrees to indemnify and hold harmless Dealer and its affiliates
and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified
Person”) from and against any and all losses (including losses relating to Dealer’s commercially reasonable hedging
activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without
limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with
respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees),
joint or several, which an Indemnified Person actually may become subject to, as a result of Company’s failure to provide
Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon
written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating,
preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action,
proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified
Person, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person,
shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company
may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company
shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent
or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss
or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified
Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is a party and
indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release
of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory
to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient
in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such
losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights
or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements
contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.



 






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



 


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



 


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



 






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



 


		(g)	Role of Agent. Each of Dealer and Company acknowledges to and agrees with the other
party hereto and to and with the Agent that (i) the Agent is acting as agent for Dealer under the Transaction pursuant to
instructions from such party, (ii) the Agent is not a principal or party to the Transaction, and may transfer its rights and
obligations with respect to the Transaction, (iii) the Agent shall have no responsibility, obligation or liability, by way
of issuance, guaranty, endorsement or otherwise in any manner with respect to the performance of either party under the Transaction,
(iv) Dealer and the Agent have not given, and Company is not relying (for purposes of making any investment decision or otherwise)
upon, any statements, opinions or representations (whether written or oral) of Dealer or the Agent, other than the representations
expressly set forth in this Confirmation or the Agreement, and (v) each party agrees to proceed solely against the other party,
and not the Agent, to collect or recover any money or securities owed to it in connection with the Transaction. Each party hereto
acknowledges and agrees that the Agent is an intended third party beneficiary hereunder. Company acknowledges that the Agent is
an affiliate of Dealer. Dealer will be acting for its own account in respect of this Confirmation and the Transaction contemplated
hereunder.



 


		(h)	Additional Provisions.



 


		(i)	Amendments to the Equity Definitions:



 


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



 


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



 






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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






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



 


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



 


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



 


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



 


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


 






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



 


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



 


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



 


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



 


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



 






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



 


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



 


		Failure to Deliver:	Inapplicable



 


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



 






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



 


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



 






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



 


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



 






    21


     


    

 


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



 


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



 


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



 


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



 


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



 


		(p)	Maximum Share Delivery.



 


		(i)	Notwithstanding any other provision of this Confirmation, the Agreement or the Equity Definitions,
in no event will Company at any time be required to deliver a number of Shares greater than 130,906 (the “Maximum Number
of Shares”) to Dealer in connection with the Transaction.



 


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



 






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



 


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



 


		(s)	Securities Contract; Swap Agreement. The parties hereto intend for (i) the Transaction
to be a “securities contract” and a “swap agreement” as defined in the Bankruptcy Code (Title 11 of the
United States Code) (the “Bankruptcy Code”), and the parties hereto to be entitled to the protections afforded
by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code, (ii) a party’s
right to liquidate the Transaction and to exercise any other remedies upon the occurrence of any Event of Default under the Agreement
with respect to the other party to constitute a “contractual right” as described in the Bankruptcy Code, and (iii) each
payment and delivery of cash, securities or other property hereunder to constitute a “margin payment” or “settlement
payment” and a “transfer” as defined in the Bankruptcy Code.



 


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



 






    23


     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






    24


     


    

 


		(bb)	Tax Matters.



 


		(i)	Payee Representations:



 


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


 


Company is a corporation and
a U.S. person (as that term is defined in Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)
and used in Section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes.


 


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


 


(A) It is a “foreign
person” (as that term is used in Section 1.6041-4(a)(4) of the United States Treasury Regulations) for U.S. federal
income tax purposes; and


 


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


 


		(ii)	Tax Documentation. For the purposes of Section 4(a)(i) of the Agreement, (1) Company
shall provide to Dealer a valid United States Internal Revenue Service Form  W-9 (or successor thereto), and (2) Dealer
shall provide to Company a valid United States Internal Revenue Service Form W-8ECI (or successor thereto), in each case,
(A) on or before the date of execution of this Confirmation and (B) promptly upon learning that any such tax form previously
provided by it has become obsolete or incorrect.



 


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



 


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



 


		(cc)	Regulatory Provisions. The time of dealing for the Transaction will be confirmed
by Dealer upon written request by Company. The Agent will furnish to Company upon written request a statement as to the source
and amount of any remuneration received or to be received by the Agent in connection with a Transaction.



 


		(dd)	Method of Delivery. Whenever delivery of funds or other assets is required hereunder
by or to Company, such delivery shall be effected through the Agent. In addition, all notices, demands and communications of any
kind relating to the Transaction between Dealer and Company shall be transmitted exclusively through the Agent.



 


		(ee)	2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol. The
parties agree that the terms of the 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol published by
ISDA on July 19, 2013 (“Protocol”) apply to the Agreement as if the parties had adhered to the Protocol without
amendment. In respect of the Attachment to the Protocol, (i) the definition of “Adherence Letter” shall be deemed
to be deleted and references to “Adherence Letter” shall be deemed to be to this section (and references to “such
party’s Adherence Letter” and “its Adherence Letter” shall be read accordingly), (ii) references to
 “adheres to the Protocol” shall be deemed to be “enters into the Agreement”, (iii) references to “Protocol
Covered Agreement” shall be deemed to be references to the Agreement (and each “Protocol Covered Agreement” shall
be read accordingly), and (iv) references to “Implementation Date” shall be deemed to be references to the date
of this Confirmation. For the purposes of this section:



 






    25


     


    

 


		1.	Dealer is a Portfolio Data Sending Entity and Company is a Portfolio Data Receiving Entity;



 


		2.	Dealer and Company may use a Third Party Service Provider, and each of Dealer and Company consents
to such use including the communication of the relevant data in relation to Dealer and Company to such Third Party Service Provider
for the purposes of the reconciliation services provided by such entity.



 


		3.	The Local Business Days for such purposes in relation to Dealer and Company is New York, New York,
USA.



 


		4.	The following are the applicable email addresses.



 


		Portfolio Data:	Dealer:
	 	 	 
	 	 	Company:



  


		Notice of discrepancy:	Dealer:
	 	 	 
	 	 	Company:



 


		Dispute Notice:	Dealer:
	 	 	 
	 	 	Company:



 


		(ff)	NFC Representation Protocol. The parties agree that the provisions set out in the
Attachment to the ISDA 2013 EMIR NFC Representation Protocol published by ISDA on March 8, 2013 (the “NFC Representation
Protocol”) shall apply to the Agreement as if each party were an Adhering Party under the terms of the NFC Representation
Protocol. In respect of the Attachment to the NFC Representation Protocol, (i) the definition of “Adherence Letter”
shall be deemed to be deleted and references to “Adherence Letter” shall be deemed to be to this section (and references
to “the relevant Adherence Letter” and “its Adherence Letter” shall be read accordingly), (ii) references
to “adheres to the Protocol” shall be deemed to be “enters into the Agreement”, (iii) references to
 “Covered Master Agreement” shall be deemed to be references to the Agreement (and each “Covered Master Agreement”
shall be read accordingly), and (iv) references to “Implementation Date” shall be deemed to be references to the
date of this Confirmation. Company confirms that it enters into this Confirmation as a party making the NFC Representation (as
such term is defined in the NFC Representation Protocol). Company shall promptly notify Dealer of any change to its status as a
party making the NFC Representation.



 


		(gg)	Acknowledgment regarding certain UK Resolution Authority Powers.



 


		(i)	Dealer is authorized by the Prudential Regulation Authority (“PRA”) and regulated
by the Financial Conduct Authority and the PRA, and is subject to the Bank of England’s resolution authority powers, as contained
in the EU Bank Recovery and Resolution Directive, and transposed in the UK by the Banking Act 2009. The powers include the ability
to (a) suspend temporarily the termination and security enforcement rights of parties to a qualifying contract, and/or (b) bail-in
certain liabilities owed by Dealer including the writing-down of the value of certain liabilities and/or the conversion of such
liabilities into equity holdings (as described in further detail below). Pursuant to PRA requirements, Dealer is required to ensure
that counterparties to certain agreements it enters into which are governed by non-EEA law contractually recognize the validity
and applicability of the above-mentioned resolution powers, in order to ensure their effectiveness in cross border scenarios.



 






    26


     


    

 


		(ii)	The terms of this section apply only to the Transaction
and constitute our entire agreement in relation to the matters contained in this section, and do not extend or amend the resolution
authority powers of the Bank of England or any replacement authority. The terms of this section may not be amended by any other
agreements, arrangements or understandings between Dealer and Company. By signing the Transaction, Company acknowledges and agrees
that, notwithstanding the governing law of the Transaction, the Transaction is subject to, and Company will be bound by the effect
of an application of, the Bank of England’s (or replacement resolution authority’s) powers to (a) stay termination
and/or security enforcement rights, and (b) bail-in liabilities.



 






    27


     


    







 


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


 


	 	Very truly yours,



 


	 	BARCLAYS BANK PLC
	 	 
	 	 
	 	By:	/s/ Bradley Diener
	 	Name:	Bradley Diener
	 	Title:	Authorized Signatory



 


Accepted and confirmed

as of the Trade Date:


 


	Enphase Energy, Inc.	 
	 	 
	By:	/s/ Eric Branderiz	 
	Authorized Signatory 	 
	Name:	Eric Branderiz	 


 






    


     


    





 


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


 


Credit Suisse Capital LLC


c/o Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010


 


 


	 	 	March 10, 2021
	To:	Enphase Energy, Inc.
	 	47281 Bayside Parkway
	 	Fremont, CA 94538
	 	Attention: General Counsel
	 	Telephone No.: (707) 774-7000



 


	Re:	Additional Warrants



 


The purpose of this
letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Enphase
Energy, Inc. (“Company”) to Credit Suisse Capital LLC (“Dealer”), represented
by Credit Suisse Securities (USA) LLC (“Agent”) as its agent, as of the Trade Date specified below (the “Transaction”).
This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This
Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.


 


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


 


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


 


		1.	This Confirmation evidences a complete and binding agreement between Dealer and Company as to the
terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject
to an agreement in the form of the 2002 ISDA Master Agreement (the “Agreement”) as if Dealer and Company had
executed an agreement in such form (but without any Schedule except for the election of the laws of the State of New York as the
governing law (without reference to choice of law doctrine)) on the Trade Date. In the event of any inconsistency between provisions
of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction to which this Confirmation
relates. The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed
by the Agreement.



 


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


 


	 	General Terms.	 
	 	 	 	 
	 	 	Trade Date:	March 10, 2021
	 	 	 	 
	 	 	Effective Date:	The second Exchange Business Day immediately prior to the Premium Payment Date



 






     


     


    

 


	 	 	Warrants:	Equity call warrants, each giving the holder the right to purchase a number of Shares equal to the Warrant Entitlement at a price per Share equal to the Strike Price, subject to the terms set forth under the caption “Settlement Terms” below. For the purposes of the Equity Definitions, each reference to a Warrant herein shall be deemed to be a reference to a Call Option.
	 	 	 	 
	 	 	Warrant Style:	European
	 	 	 	 
	 	 	Seller:	Company
	 	 	 	 
	 	 	Buyer:	Dealer
	 	 	 	 
	 	 	Shares:	The common stock of Company, par value USD 0.00001 per share (Exchange symbol “ENPH” as of the Trade Date).
	 	 	 	 
	 	 	Number of Warrants:	46,752. For the avoidance of doubt, the Number of Warrants shall be reduced by any Warrants exercised or deemed exercised hereunder. In no event will the Number of Warrants be less than zero.
	 	 	 	 
	 	 	Warrant Entitlement:	One Share per Warrant
	 	 	 	 
	 	 	Strike Price:	USD 397.9140. Notwithstanding anything to the contrary in the Agreement, this Confirmation or the Equity Definitions, in no event shall the Strike Price be subject to adjustment to the extent that, after giving effect to such adjustment, the Strike Price would be less than USD 152.43, except for any adjustment pursuant to the terms of this Confirmation and the Equity Definitions in connection with stock splits or similar changes to Company’s capitalization.
	 	 	 	 
	 	 	Premium:	USD 2,213,750
	 	 	 	 
	 	 	Premium Payment Date:	March 12, 2021
	 	 	 	 
	 	 	Exchange:	The NASDAQ Global Market
	 	 	 	 
	 	 	Related Exchange(s):	All Exchanges; provided that Section 1.26 of the Equity Definitions shall be amended to add the words “United States” before the word “exchange” in the tenth line of such section.
	 	 	 	 
	 	Procedures for Exercise.	 
	 	 	 	 
	 	 	Expiration Time:	The Valuation Time



 






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	 	 	Expiration Dates:	Each Scheduled Trading Day during the period from, and including, the First Expiration Date to, but excluding, the 40th Scheduled Trading Day following the First Expiration Date shall be an “Expiration Date” for a number of Warrants equal to the Daily Number of Warrants on such date; provided that, notwithstanding anything to the contrary in the Equity Definitions, if any such date is a Disrupted Day, the Calculation Agent shall make adjustments in good faith and in a commercially reasonable manner, if applicable, to the Daily Number of Warrants or shall reduce such Daily Number of Warrants to zero for which such day shall be an Expiration Date and shall designate a Scheduled Trading Day or a number of Scheduled Trading Days as the Expiration Date(s) for the remaining Daily Number of Warrants or a portion thereof for the originally scheduled Expiration Date; and provided further that if such Expiration Date has not occurred pursuant to this clause as of the eighth Scheduled Trading Day following the last scheduled Expiration Date under the Transaction, the Calculation Agent shall have the right to declare such Scheduled Trading Day to be the final Expiration Date and the Calculation Agent shall determine its good faith estimate of the fair market value for the Shares as of the Valuation Time on that eighth Scheduled Trading Day or on any subsequent Scheduled Trading Day, as the Calculation Agent shall determine using commercially reasonable means; provided further that in no event shall any Expiration Date under the Transaction be postponed to a date later than the Final Expiration Date.
	 	 	 	 
	 	 	First Expiration Date:	June 1, 2026 (or if such day is not a Scheduled Trading Day, the next following Scheduled Trading Day), subject to Market Disruption Event below.
	 	 	 	 
	 	 	Daily Number of Warrants:	For any Expiration Date, the Number of Warrants that have not expired or been exercised as of such day, divided by the remaining number of Expiration Dates (including such day), rounded down to the nearest whole number, subject to adjustment pursuant to the provisos to “Expiration Dates”.
	 	 	 	 
	 	 	Automatic Exercise:	Applicable; and means that for each Expiration Date, a number of Warrants equal to the Daily Number of Warrants for such Expiration Date will be deemed to be automatically exercised at the Expiration Time on such Expiration Date.
	 	 	 	 
	 	 	Market Disruption Event:	Section 6.3(a) of the Equity Definitions is hereby amended by replacing clause (ii) in its entirety with “(ii) an Exchange Disruption, or” and inserting immediately following clause (iii) the phrase “; in each case that the Calculation Agent reasonably determines is material.”
	 	 	 	 
	 	 	 	Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the words “Scheduled Closing Time” in the fourth line thereof.
	 	 	 	 
	 	 	Final Expiration Date:	July 27, 2026
	 	 	 	 
	 	Valuation Terms.	 
	 	 	 	 
	 	 	Valuation Time:	Scheduled Closing Time; provided that if the principal trading session is extended, the Calculation Agent shall determine the Valuation Time in good faith and in a commercially reasonable manner.
	 	 	 	 
	 	 	Valuation Date:	Each Exercise Date.



 






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



 






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



 






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		3.	Additional Terms applicable to the Transaction.



 


	 	Adjustments applicable to the Transaction:	 
	 	 	 	 
	 	 	Method of Adjustment:	Calculation Agent Adjustment; provided that the parties hereto agree that any Share repurchases by Company, whether pursuant to Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be considered Potential Adjustment Events. For the avoidance of doubt, in making any adjustments under the Equity Definitions, the Calculation Agent may make adjustments, if any, to any one or more of the Strike Price, the Number of Warrants, the Daily Number of Warrants and the Warrant Entitlement in a commercially reasonable manner. Notwithstanding the foregoing, any cash dividends or cash distributions on the Shares, whether or not extraordinary, shall be governed by Section ‎9(f) of this Confirmation in lieu of Article 10 or Section 11.2(c) of the Equity Definitions.
	 	 	 	 
	 	Extraordinary Events applicable to the Transaction:
	 	 	 	 
	 	 	New Shares:	Section 12.1(i) of the Equity Definitions is hereby amended (a) by deleting the text in clause (i) thereof in its entirety (including the word “and” following clause (i)) and replacing it with the phrase “publicly quoted, traded or listed (or whose related depositary receipts are publicly quoted, traded or listed) on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)” and (b) by inserting immediately prior to the period the phrase “and (iii) of an entity or person that is a corporation organized under the laws of the United States, any State thereof or the District of Columbia and either (1) such entity or person becomes Company under the Transaction following such Merger Event or Tender Offer or (2) Company is a wholly owned subsidiary of such entity or person following such Merger Event or Tender Offer, and such entity or person fully and unconditionally guarantees the obligations of Company under the Transaction”.
	 	 	 	 
	 	Consequence of Merger Events:	 
	 	 	 	 
	 	 	Merger Event:	Applicable; provided that if an event occurs that constitutes both a Merger Event under Section 12.1(b) of the Equity Definitions and an Additional Termination Event under Section 9(h)(ii)(B) of this Confirmation, the provisions of Section 9(h)(ii)(B) will apply.
	 	 	 	 
	 	 	Share-for-Share:	Modified Calculation Agent Adjustment
	 	 	 	 
	 	 	Share-for-Other:	Cancellation and Payment (Calculation Agent Determination)
	 	 	 	 
	 	 	Share-for-Combined:	Cancellation and Payment (Calculation Agent Determination); provided that Dealer may elect, in its commercially reasonable judgment, Component Adjustment (Calculation Agent Determination) for all or any portion of the Transaction.


 






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	 	Consequence of Tender Offers:	 
	 	 	 	 
	 	 	Tender Offer:	Applicable; provided that if an event occurs that constitutes both a Tender Offer under Section 12.1(d) of the Equity Definitions and Additional Termination Event under Section 9(h)(ii)(A) of this Confirmation, the provisions of Section 9(h)(ii)(A) will apply; provided further that the definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing the phrase “greater than 10%” with “greater than 20%”.
	 	 	 	 
	 	 	Share-for-Share:	Modified Calculation Agent Adjustment
	 	 	 	 
	 	 	Share-for-Other:	Modified Calculation Agent Adjustment
	 	 	 	 
	 	 	Share-for-Combined:	Modified Calculation Agent Adjustment
	 	 	 	 
	 	Announcement Event:	If (x) an Announcement Date occurs in respect of a Merger Event (for the avoidance of doubt, determined without regard to the language in the definition of “Merger Event” following the definition of “Reverse Merger” therein) or Tender Offer or (y) any potential acquisition by Issuer and/or its subsidiaries is announced by the Issuer, a subsidiary, affiliate, agent or representative of Issuer, or any third party that has a bona fide intent to enter into or consummate such transaction or event (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent may take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares) where the aggregate consideration exceeds 35% of the market capitalization of Issuer as of the date of such announcement (an “Acquisition Transaction”) (any event described in clause (x) or (y), an “Announcement Event”), then on the earliest of the Expiration Date, Early Termination Date or other date of cancellation (the “Announcement Event Adjustment Date”) in respect of each Warrant, the Calculation Agent will determine the economic effect of such Announcement Event on the theoretical value of the Warrant (regardless of whether the Announcement Event actually results in a Merger Event or Tender Offer, and taking into account such factors as the Calculation Agent may determine, including, without limitation, changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or the Transaction whether prior to or after the Announcement Event or for any period of time, including, without limitation, the period from the Announcement Event to the relevant Announcement Event Adjustment Date). If the Calculation Agent determines that such economic effect on any Warrant is material, then on the Announcement Event Adjustment Date for such Warrant, the Calculation Agent shall make such adjustment to the Strike Price, the Number of Warrants, the Daily Number of Warrants, the Warrant Entitlement and/or the Expiration Dates, in each case, as the Calculation Agent determines in good faith and in a commercially reasonable manner appropriate to account for such economic effect, which adjustment shall be effective immediately prior to the exercise, termination or cancellation of such Warrant, as the case may be.


 






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	 	Announcement Date:	The definition of “Announcement Date” in Section 12.1 of the Equity Definitions is hereby amended by (i) replacing the words “a firm” with the word “any” in the second and fourth lines thereof, (ii) replacing the word “leads to the” with the words “, if completed, would lead to a” in the third and the fifth lines thereof, (iii) replacing the words “voting shares” with the word “Shares” in the fifth line thereof, and (iv) inserting the words “by the Issuer, a subsidiary, affiliate, agent or representative of Issuer, or any third party that has a bona fide intent to enter into or consummate such transaction or event (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent may take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares)” after the word “announcement” in the second and the fourth lines thereof.
	 	 	 	 
	 	Nationalization, Insolvency or Delisting:	Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange.
	 	 	 	 
	 	Additional Disruption Events:	 
	 	 	 	 
	 	 	Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof, (ii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”.
	 	 	 	 
	 	 	Failure to Deliver:	Not Applicable
	 	 	 	 
	 	 	Insolvency Filing:	Applicable
	 	 	 	 
	 	 	Hedging Disruption:	Applicable; provided that:
	 	 	 	 
	 	 	 	(i)	Section 12.9(a)(v) of the Equity Definitions is hereby amended by inserting the following two phrases at the end of such Section:
	 	 	 	 
	 	 	 	 	“For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms.”; and


 






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	 	 	 	(ii)	Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”.
	 	 	 	 
	 	 	Increased Cost of Hedging:	Applicable
	 	 	 	 
	 	 	Loss of Stock Borrow:	Applicable
	 	 	 	 
	 	 	Maximum Stock Loan Rate:	200 basis points
	 	 	 	 
	 	 	Increased Cost of Stock Borrow:	Applicable
	 	 	 	 
	 	 	Initial Stock Loan Rate:	0 basis points until March 1, 2026 and 25 basis points thereafter.
	 	 	 	 
	 	 	Hedging Party:	For all applicable Additional Disruption Events, Dealer.
	 	 	 	 
	 	Determining Party:	For all applicable Extraordinary Events, Dealer. All calculations and determinations by the Determining Party shall be made in good faith and in a commercially reasonable manner. Following any calculation by the Determining Party hereunder, upon written request by Company, the Determining Party will provide to Company by email to the email address provided by Company in such written request a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such calculation and specifying the particular section of the Confirmation pursuant to which such calculation or determination is being made (and in the event that more than one section of the Confirmation would permit the Determining Party to make an adjustment upon the occurrence of a specific event, then the Determining Party shall specify the particular section number pursuant to which the Calculation Agent is making the adjustment hereunder); provided, however, that in no event will the foregoing constitute a waiver or relinquishment of any of the rights of Dealer, the Hedging Party, the Determining Party or the Calculation Agent hereunder or prohibit any such party from exercising any of its rights otherwise exercisable hereunder; and provided further that in no event will the Determining Party be obligated to share with Company any proprietary or confidential data or information or any proprietary or confidential models used by it.
	 	 	 	 
	 	Non-Reliance:	Applicable.
	 	 	 	 
	 	Agreements and Acknowledgments Regarding Hedging Activities:	Applicable
	 	 	 	 
	 	Additional Acknowledgments:	Applicable


 






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



 


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



 


		5.	Account Details.



 


		(a)	Account for payments to Company:
	 	 	 
	 	 	Bank:
	 	 	ABA#:
	 	 	Acct No.:
	 	 	Beneficiary:
	 	 	Ref:



 






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Account for delivery of Shares from Company:


 


To be provided upon request.


 


		(b)	Account for payments to Dealer:



 


ABA Code:


SWIFT:


Account Name:


Account No.:


 


Account for delivery of Shares to Dealer:


 


To be provided by Dealer.


 


		6.	Offices.



 


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



 


		(b)	The Office of Dealer for the Transaction is: New York, NY



 


		7.	Notices.



 


		(a)	Address for notices or communications to Company:



 


Enphase Energy, Inc.


Attention: General Counsel


Telephone No.: (707) 763-4785


 


		(b)	Address for notices or communications to Dealer:



 


Any and all notices, demands, or communications of
any kind relating to this Transaction between Dealer and Company shall be transmitted exclusively through Agent at the following
address:


Credit Suisse Securities (USA) LLC 


Eleven Madison Avenue





New York, NY 10010


Attention:


Telephone:


Facsimile:


Email:


 


With a copy to:


 


Credit Suisse Securities (USA) LLC


11 Madison Avenue, 9th Floor


New York, New York 10010


Attn:


Telephone:


Facsimile:


Email:


 


For payments and deliveries:


 


Facsimile No.:


Telephone No.:


 


For all other communications:


 


Telephone:


 


Facsimile:


 






    11 


     


    

 


		8.	Representations and Warranties of Company and Dealer.



 


		(a)	Representations of Company. Each of the representations and warranties of Company
set forth in Section 2 of the Purchase Agreement (the “Purchase Agreement”), dated as of February 24,
2021, among the Company, BofA Securities and Barclays Capital Inc., as representatives of the initial purchasers party thereto
(the “Initial Purchasers”), are true and correct and are hereby deemed to be repeated to Dealer as if set forth
herein. Company hereby further represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and,
in the case of the representations in Section ‎8(a)(iv), at all times until termination of the Transaction, that:



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






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



 


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



 


		9.	Other Provisions.



 


		(a)	Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the
Trade Date, with respect to (i) the matters set forth in Section 8(a)(ii)(B) and Section 8(a)(iii) of
this Confirmation to the knowledge of counsel, (ii) due incorporation, existence and good standing of Company in Delaware,
(iii) the due authorization, execution and delivery of this Confirmation, and, (iv) in respect of the execution, delivery
and performance of this Confirmation, the absence of any conflict with or breach of any material agreement required to be filed
as an exhibit to Company’s Annual Report on Form 10-K, Company’s certificate of incorporation or Company’s
by-laws.  Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of
the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.



 






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		(b)	Repurchase Notices. Company shall, on any day on which Company effects any repurchase
of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following
such repurchase, the number of outstanding Shares on such day, subject to any adjustments provided herein, is (i) less than
101.3 million (in the case of the first such notice) or (ii) thereafter more than 18.0 million less than the number of Shares
included in the immediately preceding Repurchase Notice. Company agrees to indemnify and hold harmless Dealer and its affiliates
and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified
Person”) from and against any and all losses (including losses relating to Dealer’s commercially reasonable hedging
activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without
limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with
respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees),
joint or several, which an Indemnified Person actually may become subject to, as a result of Company’s failure to provide
Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon
written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating,
preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action,
proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified
Person, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person,
shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company
may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company
shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent
or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss
or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified
Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is a party and
indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release
of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory
to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient
in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such
losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights
or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements
contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.



 


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



 


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



 






    14 


     


    

 


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



 


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



 


		(g)	Role of Agent. As a broker-dealer registered with the U.S. Securities and Exchange
Commission (“SEC”), Credit Suisse Securities (USA) LLC in its capacity as Agent will be responsible for (i) effecting
the Transactions, (ii) issuing all required confirmations and statements to Dealer and Company, (iii) maintaining books
and records relating to the Transactions as required by Rules 17a-3 and 17a-4 under the Exchange Act and (iv) unless
otherwise requested by Company, receiving, delivering, and safeguarding Company’s funds and any securities in connection
with each Transaction, in compliance with Rule 15c3-3 under the Exchange Act.



 


Credit Suisse Securities (USA) LLC is acting in connection
with the Transaction solely in its capacity as Agent for Dealer and Company pursuant to instructions from Dealer and Company. Credit
Suisse Securities (USA) LLC shall have no responsibility or personal liability to Dealer or Company arising from any failure by
Dealer or Company to pay or perform any obligations hereunder, or to monitor or enforce compliance by Dealer or Company with any
obligation hereunder, including without limitation, any obligations to maintain collateral. Each of Dealer and Company agrees to
proceed solely against the other to collect or recover any securities or monies owing to it in connection with or as a result of
the Transaction. Credit Suisse Securities (USA) LLC shall otherwise have no liability in respect of the Transaction, except for
its gross negligence or willful misconduct in performing its duties as Agent.


 






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Dealer is not a member of the SIPC (Securities Investor
Protection Corporation).


 


Dealer represents that it is an “OTC derivatives
dealer” as such term is defined in the Exchange Act and is an affiliate of a broker-dealer that is registered with and fully-regulated
by the SEC, Credit Suisse Securities (USA) LLC.


 


The date and time of the Transaction
evidenced hereby will be furnished by the Agent to Dealer and Company upon written request.


 


The Agent will furnish to Company
upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection
with the Transaction evidenced hereby.


 


		(h)	Additional Provisions.



 


		(i)	Amendments to the Equity Definitions:



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






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


 


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



 


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



 


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



 


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



 






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



 


	 	Share Termination Unit Price:	The value to Dealer of property contained in one Share Termination Delivery Unit on the date such Share Termination Delivery Units are to be delivered as Share Termination Delivery Property, as determined by the Calculation Agent in its discretion by commercially reasonable means. In the case of a Private Placement of Share Termination Delivery Units that are Restricted Shares (as defined below), as set forth in Section ‎9(k)(i) below, the Share Termination Unit Price shall be determined by the discounted price applicable to such Share Termination Delivery Units, determined in a commercially reasonable manner taking into consideration the liquidity of such Share Termination Delivery Units. In the case of a Registration Settlement of Share Termination Delivery Units that are Restricted Shares (as defined below) as set forth in Section ‎9(k)(ii) below, notwithstanding the foregoing, the Share Termination Unit Price shall be the Settlement Price on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable. The Calculation Agent shall notify Company of the Share Termination Unit Price at the time of notification of such Payment Obligation to Company or, if applicable, at the time the discounted price applicable to the relevant Share Termination Units is determined pursuant to Section ‎9(k)(i).
	 	 	 
	 	Share Termination Delivery Unit:	One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “Exchange Property”), a unit consisting of the type and amount of Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event. If such Nationalization, Insolvency or Merger Event involves a choice of Exchange Property to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.



 






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



 


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



 






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



 


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



 






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



 


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



 


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



 


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



 


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



 






    22 


     


    

 


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



 


		(p)	Maximum Share Delivery.



 


		(i)	Notwithstanding any other provision of this Confirmation, the Agreement or the Equity Definitions,
in no event will Company at any time be required to deliver a number of Shares greater than 93,504 (the “Maximum Number of
Shares”) to Dealer in connection with the Transaction.



 


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



 


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



 


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



 






    23 


     


    

 


		(s)	Securities Contract; Swap Agreement. The parties hereto intend for (i) the Transaction
to be a “securities contract” and a “swap agreement” as defined in the Bankruptcy Code (Title 11 of the
United States Code) (the “Bankruptcy Code”), and the parties hereto to be entitled to the protections afforded
by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code, (ii) a party’s
right to liquidate the Transaction and to exercise any other remedies upon the occurrence of any Event of Default under the Agreement
with respect to the other party to constitute a “contractual right” as described in the Bankruptcy Code, and (iii) each
payment and delivery of cash, securities or other property hereunder to constitute a “margin payment” or “settlement
payment” and a “transfer” as defined in the Bankruptcy Code.



 


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



 


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



 


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



 


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



 


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



 






    24 


     


    

 


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



 


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



 


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



 


		(bb)	Tax Matters.



 


		(i)	Payee Representations:



 


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


 


Company is a corporation and
a U.S. person (as that term is defined in Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)
and used in Section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes.


 


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


 


Dealer is a disregarded entity
for U.S. federal income tax purposes that is wholly owned by Credit Suisse Capital Holdings, Inc., which is a “U.S.
person” (as that term is used in Section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for U.S. federal
income tax purposes and an exempt recipient under Section 1.6049-4(c)(1)(ii) of the United States Treasury Regulations.


 


		(ii)	Tax Documentation. For the purposes of Section 4(a)(i) of the Agreement, (1) Company
shall provide to Dealer a valid United States Internal Revenue Service Form  W-9 (or successor thereto), and (2) Dealer
shall provide to Company a valid United States Internal Revenue Service Form W-9 (or successor thereto), in each case, (A) on
or before the date of execution of this Confirmation and (B) promptly upon learning that any such tax form previously provided
by it has become obsolete or incorrect.



 


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



 






    25 


     


    

 


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



 


		(cc)	Incorporation of ISDA 2015 Section 871(m) Protocol. The parties to this
Confirmation agree that the amendments set out in the Attachment to the ISDA 2015 Section 871(m) Protocol published by
ISDA on November 2, 2015 and available on the ISDA website (www.isda.org) shall apply to this Confirmation. The parties further
agree that this Confirmation will be deemed to be a Covered Master Agreement and that the Implementation Date shall be the effective
date of this Confirmation as amended by the parties for the purposes of such Protocol amendments regardless of the definitions
of such terms in the Protocol.



 


		(dd)	Incorporation of ISDA 2012 FATCA Protocol. The parties to this Confirmation agree
that the amendments set out in the Attachment to the ISDA 2012 FATCA Protocol published by ISDA on August 15, 2012 and available
on the ISDA website (www.isda.org) shall apply to this Confirmation. The parties further agree that this Confirmation will be deemed
to be a Covered Master Agreement and that the Implementation Date shall be the effective date of this Confirmation as amended by
the parties for the purposes of such Protocol amendments regardless of the definitions of such terms in the Protocol



 


		(ee)	U.S. Resolution Stay Protocol.
                                         To the extent that the QFC Stay Rules are applicable hereto, then the parties agree
                                         that (i) to the extent that prior to the date hereof both parties have adhered to
                                         the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”), the
                                         terms of the Protocol are incorporated into and form a part of this Confirmation, and
                                         for such purposes this Confirmation shall be deemed a Protocol Covered Agreement and
                                         each party shall be deemed to have the same status as “Regulated Entity”
                                         and/or “Adhering Party” as applicable to it under the Protocol; (ii) to
                                         the extent that prior to the date hereof the parties have executed a separate agreement
                                         the effect of which is to amend the qualified financial contracts between them to conform
                                         with the requirements of the QFC Stay Rules (the “Bilateral Agreement”),
                                         the terms of the Bilateral Agreement are incorporated into and form a part of this Confirmation
                                         and each party shall be deemed to have the status of “Covered Entity” or
                                         “Counterparty Entity” (or other similar term) as applicable to it under the
                                         Bilateral Agreement; or (iii) if clause (i) and clause (ii) do not apply,
                                         the terms of Section 1 and Section 2 and the related defined terms (together,
                                         the “Bilateral Terms”) of the form of bilateral template entitled
                                         “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate Groups)”
                                         published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S.
                                         Resolution Stay Protocol page at www.isda.org and, a copy of which
                                         is available upon request), the effect of which is to amend the qualified financial contracts
                                         between the parties thereto to conform with the requirements of the QFC Stay Rules, are
                                         hereby incorporated into and form a part of this Confirmation, and for such purposes
                                         this Confirmation shall be deemed a “Covered Agreement,” Dealer shall be
                                         deemed a “Covered Entity” and Company shall be deemed a “Counterparty
                                         Entity.” In the event that, after the date of this Confirmation, both parties hereto
                                         become adhering parties to the Protocol, the terms of the Protocol will replace the terms
                                         of this paragraph. In the event of any inconsistencies between this Confirmation and
                                         the terms of the Protocol, the Bilateral Agreement or the Bilateral Terms (each, the
                                         “QFC Stay Terms”), as applicable, the QFC Stay Terms will govern.
                                         Terms used in this paragraph without definition shall have the meanings assigned to them
                                         under the QFC Stay Rules. For purposes of this paragraph, references to “this Confirmation”
                                         include any related credit enhancements entered into between the parties or provided
                                         by one to the other. In addition, the parties agree that the terms of this paragraph
                                         shall be incorporated into any related covered affiliate credit enhancements, with all
                                         references to Dealer replaced by references to the covered affiliate support provider.



 


“QFC Stay Rules”
means the regulations codified at 12 C.F.R. 252.2, 252.81–8, 12 C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which, subject to limited
exceptions, require an express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit Insurance Act
and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street Reform and Consumer Protection Act and the override
of default rights related directly or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions
on the transfer of any covered affiliate credit enhancements.


 






    26 


     


    

 


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


 


Very truly yours,


 


	 	CREDIT SUISSE CAPITAL LLC
	 	 
	 	By:	/s/ Barry Dixon
	 	Name:	Barry Dixon
	 	Title:	Authorized Signatory
	 	 
	 	By:	/s/ Shui Wong
	 	Name:	Shui Wong
	 	Title:	Authorized Signatory
	 	 
	 	CREDIT SUISSE SECURITIES (USA) LLC,

                                                AS AGENT FOR CREDIT SUISSE CAPITAL LLC

	 	 
	 	By:	/s/ Shui Wong
	 	Name:	Shui Wong
	 	Title:	Authorized Signatory


 


	Accepted
    and confirmed as of the Trade Date:	 
	 	 
	Enphase Energy, Inc.	 
	 	 
	By:	/s/ Eric Branderiz	 
	Authorized Signatory	 
	Name:	Eric Branderiz	 



 






     


     


    

 



 





 


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


 


JPMorgan Chase Bank, National Association


New York Branch


383 Madison Avenue


New York, NY 10179


 


March 10, 2021


 



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


 


	Re:	Additional Warrants



 


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


 


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


 


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


 


	1.	This Confirmation evidences a complete and binding agreement between Dealer and Company as to the
terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject
to an agreement in the form of the 2002 ISDA Master Agreement (the “Agreement”) as if Dealer and Company had
executed an agreement in such form (but without any Schedule except for the election of the laws of the State of New York as the
governing law (without reference to choice of law doctrine)) on the Trade Date. In the event of any inconsistency between provisions
of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction to which this Confirmation
relates. The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed
by the Agreement.



 


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


 


General Terms.


 


	 	 	Trade Date:	March 10, 2021
	 	 	 	 
	 	 	Effective Date:	The second Exchange Business Day immediately prior to the Premium Payment Date



 






     


     


    

 


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



 


	 	 	Warrant Style:	European



 


		 	Seller:	Company



 


		 	Buyer:	Dealer



 


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






	 	 	 	 
	 	 	Number of Warrants:	28,051. For the avoidance of doubt, the Number of Warrants shall be reduced by any Warrants exercised or deemed exercised hereunder. In no event will the Number of Warrants be less than zero.
	 	 	 	 
	 	 	Warrant Entitlement:	One Share per Warrant
	 	 	 	 
	 	 	Strike Price:	USD 397.9140. Notwithstanding anything to the contrary in the Agreement, this Confirmation or the Equity Definitions, in no event shall the Strike Price be subject to adjustment to the extent that, after giving effect to such adjustment, the Strike Price would be less than USD 152.43, except for any adjustment pursuant to the terms of this Confirmation and the Equity Definitions in connection with stock splits or similar changes to Company’s capitalization.



 





	 		Premium:	USD 1,328,250






	 	 	 	 
	 	 	Premium Payment Date:	March 12, 2021



 


	 		Exchange:	The NASDAQ Global Market



 


	 	 	Related Exchange(s):	All Exchanges; provided that Section 1.26 of the Equity Definitions shall be amended to add the words “United States” before the word “exchange” in the tenth line of such section.
	 	 	 	 
	 	Procedures for Exercise.	 
	 	 	 	 
	 	 	Expiration Time:	The Valuation Time



 






    2 


     


    

 


	 	 	Expiration Dates:	Each Scheduled Trading Day during the period from, and including, the First Expiration Date to, but excluding, the 40th Scheduled Trading Day following the First Expiration Date shall be an “Expiration Date” for a number of Warrants equal to the Daily Number of Warrants on such date; provided that, notwithstanding anything to the contrary in the Equity Definitions, if any such date is a Disrupted Day, the Calculation Agent shall make adjustments in good faith and in a commercially reasonable manner, if applicable, to the Daily Number of Warrants or shall reduce such Daily Number of Warrants to zero for which such day shall be an Expiration Date and shall designate a Scheduled Trading Day or a number of Scheduled Trading Days as the Expiration Date(s) for the remaining Daily Number of Warrants or a portion thereof for the originally scheduled Expiration Date; and provided further that if such Expiration Date has not occurred pursuant to this clause as of the eighth Scheduled Trading Day following the last scheduled Expiration Date under the Transaction, the Calculation Agent shall have the right to declare such Scheduled Trading Day to be the final Expiration Date and the Calculation Agent shall determine its good faith estimate of the fair market value for the Shares as of the Valuation Time on that eighth Scheduled Trading Day or on any subsequent Scheduled Trading Day, as the Calculation Agent shall determine using commercially reasonable means; provided further that in no event shall any Expiration Date under the Transaction be postponed to a date later than the Final Expiration Date.
	 	 	 	 
	 	 	First Expiration Date:	June 1, 2026 (or if such day is not a Scheduled Trading Day, the next following Scheduled Trading Day), subject to Market Disruption Event below.
	 	 	 	 
	 	 	Daily Number of Warrants:	For any Expiration Date, the Number of Warrants that have not expired or been exercised as of such day, divided by the remaining number of Expiration Dates (including such day), rounded down to the nearest whole number, subject to adjustment pursuant to the provisos to “Expiration Dates”.
	 	 	 	 
	 	 	Automatic Exercise:	Applicable; and means that for each Expiration Date, a number of Warrants equal to the Daily Number of Warrants for such Expiration Date will be deemed to be automatically exercised at the Expiration Time on such Expiration Date.
	 	 	 	 
	 	 	Market Disruption Event:	Section 6.3(a) of the Equity Definitions is hereby amended by replacing clause (ii) in its entirety with “(ii) an Exchange Disruption, or” and inserting immediately following clause (iii) the phrase “; in each case that the Calculation Agent reasonably determines is material.”
	 	 	 	 
	 	 		Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the words “Scheduled Closing Time” in the fourth line thereof.
	 	 	 	 
	 	 	Final Expiration Date:	July 27, 2026
	 	 	 	 
	 	Valuation Terms.	 
	 	 	 	 
	 	 	Valuation Time:	Scheduled Closing Time; provided that if the principal trading session is extended, the Calculation Agent shall determine the Valuation Time in good faith and in a commercially reasonable manner.
	 	 	 	 
	 	 	Valuation Date:	Each Exercise Date.



 






    3 


     


    

 


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



 






    4 


     


    

 


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



 


	3.	Additional Terms applicable to the Transaction.






	 	 	 	 
	 	Adjustments applicable to the Transaction:	 



 






    5 


     


    

 


	 	 	Method of Adjustment:	Calculation Agent Adjustment; provided that the parties hereto agree that any Share repurchases by Company, whether pursuant to Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be considered Potential Adjustment Events. For the avoidance of doubt, in making any adjustments under the Equity Definitions, the Calculation Agent may make adjustments, if any, to any one or more of the Strike Price, the Number of Warrants, the Daily Number of Warrants and the Warrant Entitlement in a commercially reasonable manner. Notwithstanding the foregoing, any cash dividends or cash distributions on the Shares, whether or not extraordinary, shall be governed by Section ‎9(f) of this Confirmation in lieu of Article 10 or Section 11.2(c) of the Equity Definitions.
	 	 	 	 
	 	Extraordinary Events applicable to the Transaction:	 
	 	 	 	 
	 	 	New Shares:	Section 12.1(i) of the Equity Definitions is hereby amended (a) by deleting the text in clause (i) thereof in its entirety (including the word “and” following clause (i)) and replacing it with the phrase “publicly quoted, traded or listed (or whose related depositary receipts are publicly quoted, traded or listed) on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)” and (b) by inserting immediately prior to the period the phrase “and (iii) of an entity or person that is a corporation organized under the laws of the United States, any State thereof or the District of Columbia and either (1) such entity or person becomes Company under the Transaction following such Merger Event or Tender Offer or (2) Company is a wholly owned subsidiary of such entity or person following such Merger Event or Tender Offer, and such entity or person fully and unconditionally guarantees the obligations of Company under the Transaction”.
	 	 	 	 
	 	Consequence of Merger Events:	 
	 	 	 	 
	 	 	Merger Event:	Applicable; provided that if an event occurs that constitutes both a Merger Event under Section 12.1(b) of the Equity Definitions and an Additional Termination Event under Section 9(h)(ii)(B) of this Confirmation, the provisions of Section 9(h)(ii)(B) will apply.



 


	 		Share-for-Share:	Modified Calculation Agent Adjustment



 


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



 


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



 






    6 


     


    

 


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



 


	 		Share-for-Share:	Modified Calculation Agent Adjustment



 


	 		Share-for-Other:	Modified Calculation Agent Adjustment



 


	 		Share-for-Combined:	Modified Calculation Agent Adjustment






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



 






    7 


     


    

 


	 	Announcement Date:	The definition of “Announcement Date” in Section 12.1 of the Equity Definitions is hereby amended by (i) replacing the words “a firm” with the word “any” in the second and fourth lines thereof, (ii) replacing the word “leads to the” with the words “, if completed, would lead to a” in the third and the fifth lines thereof, (iii) replacing the words “voting shares” with the word “Shares” in the fifth line thereof, and (iv) inserting the words “by the Issuer, a subsidiary, affiliate, agent or representative of Issuer, or any third party that has a bona fide intent to enter into or consummate such transaction or event (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent may take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares)” after the word “announcement” in the second and the fourth lines thereof.
	 	 	 	 
	 	Nationalization, Insolvency or Delisting:	Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange.
	 	 	 	 
	 	Additional Disruption Events:	 
	 	 	 	 
	 	 	Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof, (ii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”.
	 	 	 	 
	 	 	Failure to Deliver:	Not Applicable
	 	 	 	 
	 	 	Insolvency Filing:	Applicable
	 	 	 	 
	 	 	Hedging Disruption:	Applicable; provided that:



 


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



 






    8 


     


    

 


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



 


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






	 	 	 	 
	 	 	Increased Cost of Hedging:	Applicable
	 	 	 	 
	 	 	Loss of Stock Borrow:	Applicable






	 	 	 	 
	 	 	Maximum Stock Loan Rate:	200 basis points






	 	 	 	 
	 	 	Increased Cost of Stock Borrow:	Applicable






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






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



 


	 	Non-Reliance:	Applicable.






	 	 	 
	 	Agreements and Acknowledgments	 
	 	Regarding Hedging Activities:	Applicable
	 	 	 
	 	Additional Acknowledgments:	Applicable



 






    9 


     


    

 


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



 


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



 


	5.	Account Details.



 


		(a)	Account for payments to Company:



 


Bank:


ABA#:


Acct No.:


Beneficiary:


Ref:


 






    10 


     


    

 



 


Account for delivery of Shares from Company:


 


To be provided upon request.


 


		(b)	Account for payments to Dealer:



 


Bank:


ABA#:


Acct No.:


Beneficiary:


Ref:


 


Account for delivery of Shares to Dealer:


 


		6.	Offices.



 


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



 


		(b)	The Office of Dealer for the Transaction is: New York, NY



 


JPMorgan Chase Bank, National Association


New York Branch


383 Madison Avenue


New York, NY 10179


 


		7.	Notices.



 


		(a)	Address for notices or communications to Company:



 


Enphase Energy, Inc.


Attention: General Counsel


Telephone No.:


 


		(b)	Address for notices or communications to Dealer:



 


JPMorgan Chase Bank, National Association


EDG Marketing Support


Email:


 


Facsimile No:


 


With a copy to:


 


Attention:


Telephone No:


Email:


 


		8.	Representations and Warranties of Company and Dealer.



 


		(a)	Representations of Company. Each of the representations and warranties of Company
set forth in Section 2 of the Purchase Agreement (the “Purchase Agreement”), dated as of February 24,
2021, among the Company, BofA Securities and Barclays Capital Inc., as representatives of the initial purchasers party thereto
(the “Initial Purchasers”), are true and correct and are hereby deemed to be repeated to Dealer as if set forth
herein. Company hereby further represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and,
in the case of the representations in Section ‎8(a)(iv), at all times until termination of the Transaction, that:



 






    11


     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






    12


     


    

 


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



 


		9.	Other Provisions.



 


		(a)	Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the
Trade Date, with respect to (i) the matters set forth in Section 8(a)(ii)(B) and Section 8(a)(iii) of
this Confirmation to the knowledge of counsel, (ii) due incorporation, existence and good standing of Company in Delaware,
(iii) the due authorization, execution and delivery of this Confirmation, and, (iv) in respect of the execution, delivery
and performance of this Confirmation, the absence of any conflict with or breach of any material agreement required to be filed
as an exhibit to Company’s Annual Report on Form 10-K, Company’s certificate of incorporation or Company’s
by-laws.  Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of
the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.



 


		(b)	Repurchase Notices. Company shall, on any day on which Company effects any repurchase
of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following
such repurchase, the number of outstanding Shares on such day, subject to any adjustments provided herein, is (i) less than
101.3 million (in the case of the first such notice) or (ii) thereafter more than 18.0 million less than the number of Shares
included in the immediately preceding Repurchase Notice. Company agrees to indemnify and hold harmless Dealer and its affiliates
and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified
Person”) from and against any and all losses (including losses relating to Dealer’s commercially reasonable hedging
activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without
limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with
respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees),
joint or several, which an Indemnified Person actually may become subject to, as a result of Company’s failure to provide
Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon
written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating,
preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action,
proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified
Person, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person,
shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company
may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company
shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent
or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss
or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified
Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is a party and
indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release
of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory
to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient
in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such
losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights
or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements
contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.



 






    13


     


    

 


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



 


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



 


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



 






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



 


		(g)	[Reserved]



 


		(h)	Additional Provisions.



 


		(i)	Amendments to the Equity Definitions:



 


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



 


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



 


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



 


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



 






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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






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



 


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



 


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


 


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



 


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



 


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



 






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



 


Share Termination
Delivery


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



 


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



 






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



 


		Failure to Deliver:	Inapplicable



 


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



 


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



 






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



 


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



 






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



 


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



 


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



 






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



 


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



 


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



 


		(p)	Maximum Share Delivery.



 


		(i)	Notwithstanding any other provision of this Confirmation, the Agreement or the Equity Definitions,
in no event will Company at any time be required to deliver a number of Shares greater than 56,102 (the “Maximum Number of
Shares”) to Dealer in connection with the Transaction.



 


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



 


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



 






    22


     


    

 


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



 


		(s)	Securities Contract; Swap Agreement. The parties hereto intend for (i) the Transaction
to be a “securities contract” and a “swap agreement” as defined in the Bankruptcy Code (Title 11 of the
United States Code) (the “Bankruptcy Code”), and the parties hereto to be entitled to the protections afforded
by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code, (ii) a party’s
right to liquidate the Transaction and to exercise any other remedies upon the occurrence of any Event of Default under the Agreement
with respect to the other party to constitute a “contractual right” as described in the Bankruptcy Code, and (iii) each
payment and delivery of cash, securities or other property hereunder to constitute a “margin payment” or “settlement
payment” and a “transfer” as defined in the Bankruptcy Code.



 


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



 


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



 


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



 






    23


     


    

 


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



 


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



 


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



 


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



 


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



 


		(bb)	Tax Matters.



 


		(i)	Payee Representations:



 


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


 


Company is a corporation and
a U.S. person (as that term is defined in Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)
and used in Section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes.


 


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


 


JPMorgan Chase Bank, National
Association, New York Branch is (1) a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of
United States Treasury Regulations) for U.S. federal income tax purposes. and (2) a national banking association organized
and existing under the laws of the United States of America.


 


		(ii)	Tax Documentation. For the purposes of Section 4(a)(i) of the Agreement, (1) Company
shall provide to Dealer a valid United States Internal Revenue Service Form W-9 (or successor thereto), and (2) Dealer
shall provide to Company a valid United States Internal Revenue Service Form W-9 (or successor thereto), in each case, (A) on
or before the date of execution of this Confirmation and (B) promptly upon learning that any such tax form previously provided
by it has become obsolete or incorrect.



 






    24


     


    

 


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



 


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



 


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



 


		(dd)	Communications with Employees of J.P. Morgan Securities LLC. If Counterparty interacts
with any employee of J.P. Morgan Securities LLC with respect to the Transaction, Counterparty is hereby notified that such employee
will act solely as an authorized representative of JPMorgan Chase Bank, N.A. (and not as a representative of J.P. Morgan Securities
LLC) in connection with the Transaction.



 






    25


     


    

 


Please confirm that
the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to J.P. Morgan Securities
LLC, 383 Madison Ave, New York, NY 10179, and by email to [__].


 


Very truly yours,


 


	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
	 	 
	 	 
	 	By:	 /s/ Ranga Kanthadai
	 	Authorized Signatory
	 	Name:   Ranga Kanthadai



 


Accepted and confirmed

as of the Trade Date:


 


	Enphase Energy, Inc.	 
	 	 
	 	 
	By:	/s/ Eric Branderiz	 
	Authorized Signatory	 
	Name:   Eric Branderiz	 


 









    


     


    





 


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


 


Mizuho Markets Americas LLC 


c/o Mizuho Securities USA LLC, as agent 


1271 Avenue of the Americas 


New York, NY 10020


 


March 10, 2021


 


		To:	Enphase
Energy, Inc.

47281 Bayside Parkway

Fremont, CA 94538

Attention: General Counsel

Telephone No.: (707) 774-7000



 


		Re:	Additional Warrants



 


The purpose of this
letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Enphase
Energy, Inc. (“Company”) to Mizuho Markets Americas LLC (“MMA”) (with Mizuho
Securities USA LLC (“MSUSA”) acting as agent) (“Dealer”) as of the Trade Date specified below
(the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA
Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation
for the Transaction. MMA is acting as principal in its capacity as Dealer hereunder and MSUSA, its affiliate, is acting as agent
for MMA, in its capacity as Dealer hereunder, and Counterparty hereunder. This Master Confirmation and each Supplemental Confirmation
is a confirmation for purposes of Rule 10b-10 promulgated under the Exchange Act (as defined below). MMA is not a member
of the Securities Investor Protection Corporation.


 


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


 


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


 


		1.	This Confirmation evidences a complete and binding agreement between Dealer and Company as to the
terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject
to an agreement in the form of the 2002 ISDA Master Agreement (the “Agreement”) as if Dealer and Company had
executed an agreement in such form (but without any Schedule except for the election of the laws of the State of New York as the
governing law (without reference to choice of law doctrine)) on the Trade Date. In the event of any inconsistency between provisions
of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction to which this Confirmation
relates. The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed
by the Agreement.



 


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



 






    


     


    

 


General Terms.


 


		Trade Date:	March 10, 2021



 


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



 


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



 


		Warrant Style:	European



 


		Seller:	Company 



 


		Buyer:	Dealer 



 


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



 


	 	Number of Warrants:	46,752. For the avoidance of doubt, the Number of Warrants shall be reduced by any Warrants exercised or deemed exercised hereunder. In no event will the Number of Warrants be less than zero.




 


		Warrant Entitlement:	One Share per Warrant



 


		Strike Price:	USD 397.9140. Notwithstanding anything to the contrary
in the Agreement, this Confirmation or the Equity Definitions, in no event shall the Strike Price be subject to adjustment to
the extent that, after giving effect to such adjustment, the Strike Price would be less than USD 152.43, except for any adjustment
pursuant to the terms of this Confirmation and the Equity Definitions in connection with stock splits or similar changes to Company’s
capitalization.



 


		Premium:	USD 2,213,750



 


		Premium Payment Date:	March 12, 2021



 


		Exchange:	The NASDAQ Global Market



 


		Related Exchange(s):	All Exchanges; provided that Section 1.26
of the Equity Definitions shall be amended to add the words “United States” before the word “exchange”
in the tenth line of such section.



 


Procedures for Exercise.


 


		Expiration Time:	The Valuation Time



 


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



 



    2


     


    

 


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




 


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




 


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




 


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




 


	 	Final Expiration Date:	July 27, 2026




 


Valuation Terms.


 


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




 






    3


     


    






 


	 	Valuation Date:	Each Exercise Date.




 


Settlement Terms.


 


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




 


	 	Electing Party:	Company.




 


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




 


	 	Default Settlement Method:	Net Share Settlement.




 


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




 


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




 


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




 


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




 






    4


     


    

 


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




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




 


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




 


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




 






    5


     


    

 


		3.	Additional Terms applicable to the Transaction.



 


Adjustments
applicable to the Transaction:


 


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




 


Extraordinary
Events applicable to the Transaction:


 


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




 


Consequence
of Merger Events:


 


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




 


		Share-for-Share:	Modified Calculation Agent Adjustment



 


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



 


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



 






    6


     


    






 


Consequence
of Tender Offers:


 


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




 


		Share-for-Share:	Modified Calculation Agent Adjustment



 


		Share-for-Other:	Modified Calculation Agent Adjustment



 


		Share-for-Combined:	Modified Calculation Agent Adjustment



 


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




 






    7


     


    

 


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




 


	 	Nationalization, Insolvency or Delisting:	Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange.




 


Additional
Disruption Events:


 


	 	Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof, (ii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”.




 


	 	Failure to Deliver:	Not Applicable




 


	 	Insolvency Filing:	Applicable




 






    8


     


    

 


	 	Hedging Disruption:	Applicable; provided that:




 


		(i)	Section 12.9(a)(v) of the Equity Definitions is hereby amended by inserting the following
two phrases at the end of such Section:
	 	 	 
	 	 	“For
the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock
price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or
(B) above must be available on commercially reasonable pricing terms.”; and



 


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



 


	 	Increased Cost of Hedging:	Applicable




 


	 	Loss of Stock Borrow:	Applicable




 


	 	Maximum Stock Loan Rate:	200 basis points




 


	 	Increased Cost of Stock Borrow:	Applicable




 


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




 


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




 


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




 






    9


     


    

 


		Non-Reliance:	Applicable.



  


	 	Agreements
and Acknowledgments

Regarding Hedging Activities:	Applicable




 


	 	Additional Acknowledgments:	Applicable




 


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



 






    10


     


    

 



 


		5.	Account Details.



 


		(a)	Account for payments to Company:



 


	 	 	Bank:
	 	 	ABA#: 
	 	 	Acct No.: 
	 	 	Beneficiary:
	 	 	Ref



 


Account for delivery of Shares from Company:


 


To be provided upon request.


 


		(b)	Account for payments to Dealer:



 





	 	 	Bank:
	 	 	ABA#: 
	 	 	Acct No.: 
	 	 	Beneficiary:
	 	 	SWIFT: 





 


Account for delivery of Shares to Dealer:


 


To be provided by Dealer.


 


		6.	Offices.



 


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



 


		(b)	The Office of Dealer for the Transaction is: New York, New York



 


		7.	Notices.



 


		(a)	Address for notices or communications to Company:



 


Enphase Energy, Inc.





Attention: General Counsel





Telephone No.: (707) 763-4785


 


		(b)	Address for notices or communications to Dealer:



 


	 	To:	 Mizuho Securities USA LLC
	 	 	1271 Avenue of the Americas
	 	 	New York, NY 10020



 


Attention:





Telephone:





Email:


 





With a copy to:


	 	 	 
	 	To:	Mizuho
    Markets Americas LLC
	 	 	c/o Mizuho Securities USA LLC
	 	 	1271 Avenue of the Americas
	 	 	New York, NY 10020




 


Attention:





Telephone:





Email:


 



    11 


     


    




 


		8.	Representations and Warranties of Company and Dealer.



 


		(a)	Representations of Company. Each of the representations and warranties of Company
set forth in Section 2 of the Purchase Agreement (the “Purchase Agreement”), dated as of February 24,
2021, among the Company, BofA Securities, Inc. and Barclays Capital Inc., as representatives of the initial purchasers party
thereto (the “Initial Purchasers”), are true and correct and are hereby deemed to be repeated to Dealer as if
set forth herein. Company hereby further represents and warrants to Dealer on the date hereof, on and as of the Premium Payment
Date and, in the case of the representations in Section ‎8(a)(iv), at all times until termination of the Transaction,
that:






 


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



 


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



 


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



 


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



 


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



 


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



 


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



 



    12 


     


    




 


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






 


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



 


		9.	Other Provisions.



 


		(a)	Opinions. Company shall deliver to Dealer an opinion of counsel, dated as of the
Trade Date, with respect to (i) the matters set forth in Section 8(a)(ii)(B) and Section 8(a)(iii) of
this Confirmation to the knowledge of counsel, (ii) due incorporation, existence and good standing of Company in Delaware,
(iii) the due authorization, execution and delivery of this Confirmation, and, (iv) in respect of the execution, delivery
and performance of this Confirmation, the absence of any conflict with or breach of any material agreement required to be filed
as an exhibit to Company’s Annual Report on Form 10-K, Company’s certificate of incorporation or Company’s
by-laws.  Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of
the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.



 


		(b)	Repurchase Notices. Company shall, on any day on which Company effects any repurchase
of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following
such repurchase, the number of outstanding Shares on such day, subject to any adjustments provided herein, is (i) less than
101.3 million (in the case of the first such notice) or (ii) thereafter more than 18.0 million less than the number of Shares
included in the immediately preceding Repurchase Notice. Company agrees to indemnify and hold harmless Dealer and its affiliates
and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified
Person”) from and against any and all losses (including losses relating to Dealer’s commercially reasonable hedging
activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without
limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with
respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees),
joint or several, which an Indemnified Person actually may become subject to, as a result of Company’s failure to provide
Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon
written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating,
preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action,
proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified
Person, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person,
shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company
may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company
shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent
or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss
or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified
Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is a party and
indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release
of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory
to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient
in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such
losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights
or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements
contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.



 



    13 


     


    







 


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



 


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



 


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



 



    14 


     


    







 


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



 


		(g)	Role of Agent.



 


		(i)	Counterparty understands and agrees that MSUSA will act as agent for both parties with respect
to each Transaction and has no obligation, by way of issuance, endorsement, guarantee or otherwise with respect to the performance
of either party under any Transaction. MSUSA shall have no responsibility or personal liability to Counterparty arising from any
failure by MMA to pay or perform any obligations hereunder or to monitor or enforce compliance by MMA or Counterparty with any
obligation hereunder, including, without limitation, any obligations to maintain collateral. MSUSA is so acting solely in its capacity
as agent for Counterparty and MMA pursuant to instructions from Counterparty and MMA. Each of MMA and Counterparty agrees to proceed
solely against the other to collect or recover any securities or monies owing to it in connection with or as a result of a Transaction.



 


		(ii)	MSUSA received or will receive other remuneration from MMA in relation to this Master Confirmation
and each Transaction hereunder. The amount and source of such other remuneration will be furnished upon written request.



 


		(h)	Additional Provisions.



 


		(i)	Amendments to the Equity Definitions:



 


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



 



    15 


     


    




 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 



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



 


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



 


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



 


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



 


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


 



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



 


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



 


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



 


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







 


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



 



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




 


	 	Share Termination Delivery Unit:	One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “Exchange Property”), a unit consisting of the type and amount of Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event. If such Nationalization, Insolvency or Merger Event involves a choice of Exchange Property to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.
	 	 	 
	 	Failure to Deliver:	Inapplicable
	 	 	 
	 	Other applicable provisions:	If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.11 and 9.12 (as modified above) of the Equity Definitions will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Share Termination Settled” and all references to “Shares” shall be read as references to “Share Termination Delivery Units”. “Share Termination Settled” in relation to the Transaction means that the Share Termination Alternative is applicable to the Transaction.





 



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



 


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



 



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






 


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



 



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



 


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



 


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



 


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



 


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



 


		(p)	Maximum Share Delivery.



 


		(i)	Notwithstanding any other provision of this Confirmation, the Agreement or the Equity Definitions,
in no event will Company at any time be required to deliver a number of Shares greater than 93,504 (the “Maximum Number
of Shares”) to Dealer in connection with the Transaction.






 



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






 


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



 


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



 


		(s)	Securities Contract; Swap Agreement. The parties hereto intend for (i) the Transaction
to be a “securities contract” and a “swap agreement” as defined in the Bankruptcy Code (Title 11 of the
United States Code) (the “Bankruptcy Code”), and the parties hereto to be entitled to the protections afforded
by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code, (ii) a party’s
right to liquidate the Transaction and to exercise any other remedies upon the occurrence of any Event of Default under the Agreement
with respect to the other party to constitute a “contractual right” as described in the Bankruptcy Code, and (iii) each
payment and delivery of cash, securities or other property hereunder to constitute a “margin payment” or “settlement
payment” and a “transfer” as defined in the Bankruptcy Code.



 


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



 



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






 


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



 


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



 


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



 


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



 


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



 


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



 



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		(bb)	Tax Matters.



 


		(i)	Payee Representations:



 


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


 


Company is a corporation and
a U.S. person (as that term is defined in Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)
and used in Section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes.


 


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


 


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


 


		(ii)	Tax Documentation. For the purposes of Section 4(a)(i) of the Agreement, (1) Company
shall provide to Dealer a valid United States Internal Revenue Service Form W-9 (or successor thereto), and (2) Dealer
shall provide to Company a valid United States Internal Revenue Service Form W-9 (or successor thereto), in each case, (A) on
or before the date of execution of this Confirmation and (B) promptly upon learning that any such tax form previously provided
by it has become obsolete or incorrect.



 


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



 


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



 



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



 


		(dd)	Dealer Boilerplate.



 


		(i)	Notwithstanding any provisions of the Agreement, all communications relating to each Transaction
or the Agreement shall be transmitted exclusively through MSUSA at the address provided in Section 7(b) above.



 


		(ii)	MMA hereby provides notice that the Securities Investor Protection Act of 1970 does not protect
Counterparty and MMA is not a member of the Securities Investor Protection Corporation.



 



    26 


     


    







 


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


 


Very truly yours,


 


	 	MIZUHO MARKETS AMERICAS LLC
	 	 
	 	By:	 /s/ Adam Hopkins






	 	Authorized Signatory
	 	Name:	/s/
Adam Hopkins
	 	 
	 	MIZUHO SECURITIES USA LLC
	 	Acting solely as Agent in connection with this Master Confirmation
	 	 
	 	By:	 /s/ Mariano Gaut
	 	Authorized Signatory
	 	Name:	Mariano Gaut



 


Accepted and confirmed

as of the Trade Date:


 


	Enphase Energy, Inc.	 
	 	 
	By:	 /s/ Eric Branderiz	 
	Authorized Signatory	 






	Name:	   /s/ Eric Branderiz