Exhibit 10.1


 


[Dealer]


 


[__________]


 


[__________]


 


[__________]


 


[__________]


 


[______], 2021


 


To: Porch Group, Inc.

2200 1st Avenue S., Suite 300

Seattle, WA 98134 


		Attention:	General Counsel and Secretary



 


Re: [Base][Additional] Call Option Transaction


 


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


 


The definitions and provisions
contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International
Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any
inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein
are based on terms that are defined in the Offering Memorandum dated September 13, 2021 (the “Offering Memorandum”)
relating to the 0.75% Convertible Senior Notes due 2026 (as originally issued by Counterparty, the “Convertible Notes”
and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate
initial principal amount of USD 385,000,000 (as increased by [up to]1 an aggregate principal amount of USD 40,000,000 [if
and to the extent that]2 [pursuant to the exercise by]3 the Initial Purchasers (as defined herein) [exercise]4[of]5
their option to purchase additional Convertible Notes pursuant to the Purchase Agreement (as defined herein)) pursuant to an Indenture
[to be]6 dated September 16, 2021 between Counterparty and U.S. Bank National Association, as trustee (the “Indenture”).
In the event of any inconsistency between the terms defined in the Offering Memorandum, the Indenture and this Confirmation, this Confirmation
shall govern. The parties acknowledge that this Confirmation is entered into on the date hereof with the understanding that (i) definitions
set forth in the Indenture that are also defined herein by reference to the Indenture and (ii) sections of the Indenture that are
referred to herein will conform to the descriptions thereof in the Offering Memorandum. If any such definitions in the Indenture or any
such sections of the Indenture differ from the descriptions thereof in the Offering Memorandum, the descriptions thereof in the Offering
Memorandum will govern for purposes of this Confirmation. The parties further acknowledge that the Indenture section numbers used herein
are based on the [draft of the Indenture last reviewed by Dealer as of the date of this Confirmation, and if any such section numbers
are changed in the Indenture as executed, the parties will amend this Confirmation in good faith to preserve the intent of the parties]7[Indenture
as executed]8. Subject to the foregoing, references to the Indenture herein are references to the Indenture as in effect on
the date of its execution, and if the Indenture is amended or supplemented following such date (other than any amendment or supplement
(x) pursuant to Section 10.01(i) of the Indenture that, as determined by the Calculation Agent, conforms the Indenture
to the description of Convertible Notes in the Offering Memorandum or (y) pursuant to Section 14.07 of the Indenture, subject,
in the case of this clause (y), to the second paragraph under “Method of Adjustment” in Section ‎3), any such amendment
or supplement will be disregarded for purposes of this Confirmation (other than as provided in Section ‎9(i)(iii) below)
unless the parties agree otherwise in writing.


 





 



 


1
Include in the Base Call Option Confirmation.


2
Include in the Base Call Option Confirmation.


3
Include in the Additional Call Option Confirmation.


4
Include in the Base Call Option Confirmation.


5
Include in the Additional Call Option Confirmation.


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


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


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


 






    1


     


    

 


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


 


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


 


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


 


General Terms.


 


		Trade Date:	[_____], 2021



 


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



 


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



 


		Option Type:	Call



 


		Buyer:	Counterparty



 


		Seller:	Dealer



 


		Shares:	The common stock of Counterparty, par value USD 0.0001 per share (Exchange symbol “PRCH”).



 


		Number of Options:	[_______]9.
                                            For the avoidance of doubt, the Number of Options shall be reduced by any Options exercised
                                            by Counterparty. In no event will the Number of Options be less than zero.



 





 



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


 






    2


     


    

 


		Applicable Percentage:	[__]%



 


		Option Entitlement:	A number equal to the product of the Applicable Percentage and
39.9956.



 


		Strike Price:	USD 25.0028



 


		Cap Price:	USD 37.7400



 


		Premium:	USD [______]



 


		Premium Payment Date:	September 16 , 2021



 


		Exchange:	The Nasdaq Capital Market



 


		Related Exchange(s):	All Exchanges



 


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



 


Procedures for Exercise.


 


		Conversion Date:	With respect to any conversion of a Convertible Note (other
than any conversion of Convertible Notes with a Conversion Date occurring prior to the Free Convertibility Date (any such conversion,
an “Early Conversion”), to which the provisions of Section ‎9(i)(i) of this Confirmation shall apply),
the date on which the “Holder” (as such term is defined in the Indenture) of such Convertible Note satisfies all of the requirements
for conversion thereof as set forth in Section 14.02(b) of the Indenture; provided that if Counterparty has not delivered
to Dealer a related Notice of Exercise, then in no event shall a Conversion Date be deemed to occur hereunder (and no Option shall be
exercised or deemed to be exercised hereunder) with respect to any surrender of a Convertible Note for conversion in respect of which
Counterparty has elected to designate a financial institution for exchange in lieu of conversion of such Convertible Note pursuant to
Section 14.12 of the Indenture.



 


		Free Convertibility Date:	June 15, 2026



 


		Expiration Time:	The Valuation Time



 


		Expiration Date:	September 15, 2026, subject to earlier exercise.



 


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



 






    3


     


    

 


		Automatic Exercise:	Notwithstanding
                                            Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after
                                            the Free Convertibility Date, in respect of which a “Notice of Conversion” (as
                                            such term is defined in the Indenture) that is effective as to Counterparty has been delivered
                                            by the relevant converting “Holder” (as such term is defined in the Indenture),
                                            a number of Options equal to [(i)] the number of Convertible Notes in denominations of USD
                                            1,000 as to which such Conversion Date has occurred [minus (ii) the number of
                                            Options that are or are deemed to be automatically exercised on such Conversion Date under
                                            the Base Call Option Transaction Confirmation letter agreement dated September 13, 2021
                                            between Dealer and Counterparty (the “Base Call Option Confirmation”),]10
                                            shall be deemed to be automatically exercised; provided that such Options shall
                                            be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to
                                            Dealer in accordance with “Notice of Exercise” below.
	 	 	 
	 	 	Notwithstanding the foregoing, in no
event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options.



 


		Automatic Exercise
After Free Convertibility Date:	Notwithstanding Section 3.4 of the Equity Definitions,
unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Expiration Date that it does not wish
automatic exercise to occur, all Options then outstanding as of 5:00 p.m. (New York City time) on the Expiration Date shall be deemed
to be automatically exercised as if (i) a number of Convertible Notes (in denominations of USD 1,000 principal amount) equal to
such number of then-outstanding Options were converted with a Conversion Date occurring on or after the Free Convertibility Date and
(ii) the Notice of Final Settlement Method, if any, applied to such Convertible Notes; provided that no such automatic exercise
pursuant to this paragraph shall occur if the Relevant Price for each Valid Day during the Settlement Averaging Period is less than or
equal to the Strike Price.



 


		Notice of Exercise:	Notwithstanding anything to the contrary in the Equity Definitions
or under “Automatic Exercise” above, but subject to “Automatic Exercise After Free Convertibility Date” above,
in order to exercise any Options relating to Convertible Notes with a Conversion Date occurring on or after the Free Convertibility Date,
Counterparty must notify Dealer in writing before 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding
the Expiration Date specifying the number of such Options; provided that if the Relevant Settlement Method for such Options is
(x) Net Share Settlement and the Specified Dollar Amount (as defined below) is not USD 1,000, (y) Cash Settlement or (z) Combination
Settlement, Dealer shall have received a separate notice (the “Notice of Final Settlement Method”) in respect of all
such Convertible Notes before 5:00 p.m. (New York City time) on the Free Convertibility Date specifying (1) the Relevant Settlement
Method for such Options, and (2) if the settlement method for the related Convertible Notes is not Settlement in Shares or Settlement
in Cash (each as defined below), the fixed amount of cash per Convertible Note that Counterparty has elected to deliver to “Holders”
(as such term is defined in the Indenture) of the related Convertible Notes (the “Specified Dollar Amount”). Counterparty
acknowledges its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the
Exchange Act (as defined below) and the rules and regulations thereunder, in respect of any election of a settlement method with
respect to the Convertible Notes.



 





 



10 Include for Additional Call Option Confirmation only.


 






    4


     


    

 


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



 


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



 


Settlement Terms.


 


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



 


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



 






    5


     


    

 


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



 


		Net Share Settlement:	If Net Share Settlement is applicable to any Option exercised
or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date for each such Option, a number of
Shares (the “Net Share Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period
for each such Option, of (i) (a) the Daily Option Value for such Valid Day, divided by (b) the Relevant Price on
such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period.



 


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


 


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



 


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



 






    6


     


    

 





 


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


 


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


 


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


 


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


 


		Valid Day:	A “Trading Day” (as such term is defined in the
Indenture for purposes of determining amounts due upon conversion of the Convertible Notes).


 


		Scheduled Valid Day:	A “Scheduled Trading Day” (as such term is defined
in the Indenture).


 


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


 






    7 


      


    

 


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




 


	Settlement Averaging Period:	For any Option and regardless of the Settlement Method applicable to such Option, the 40 consecutive Valid Days commencing on, and including, the 41st Scheduled Valid Day immediately prior to the Expiration Date.
	 	 
	Settlement Date:	For any Option, the second Business Day immediately following the final Valid Day of the Settlement Averaging Period for such Option.
	 	 
	Settlement Currency:	USD
	 	 
	Other Applicable Provisions:	The provisions of Sections 9.1(c), 9.8, 9.9 and 9.11 of the Equity Definitions will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Share Settled”. “Share Settled” in relation to any Option means that Net Share Settlement or Combination Settlement is applicable to that Option.
	 	 
	Representation and Agreement:	Notwithstanding anything to the contrary in the Equity
    Definitions (including, but not limited to, Section 9.11 thereof), the parties acknowledge that (i) any Shares delivered
    to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from Counterparty’s status as issuer
    of the Shares under applicable securities laws, (ii) Dealer may deliver any Shares required to be delivered hereunder in certificated
    form in lieu of delivery through the Clearance System and (iii) any Shares delivered to Counterparty may be “restricted
    securities” (as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)).

 


3.            Additional
Terms applicable to the Transaction.


 


Adjustments applicable to the Transaction:


 


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




 






    8 


      


    

 


	Method of Adjustment:	Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any Potential Adjustment Event, to the extent an adjustment is required to be made under the Indenture, the Calculation Agent shall make a corresponding adjustment to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction.
	 	 
	 	Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below:





 


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




 






    9 


      


    

 


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




 


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




 






    10 


      


    

 


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





 


Extraordinary Events applicable to the
Transaction:


 


	Merger Events:	Applicable; provided that notwithstanding Section 12.1(b) of
    the Equity Definitions, a “Merger Event” means the occurrence of any event or condition set forth in the definition of
    “Merger Event” in Section 14.07(a) of the Indenture.
	 	 
	Tender Offers:	Applicable; provided that notwithstanding Section 12.1(d) of
    the Equity Definitions, a “Tender Offer” means the occurrence of any event or condition set forth in Section 14.04(e) of
    the Indenture.
	 	 
	Consequences of Merger Events/
 Tender Offers:	 

                                                                              Notwithstanding
                                            Section 12.2 and Section 12.3 of the Equity Definitions, upon the occurrence of
                                            a Merger Event or a Tender Offer, the Calculation Agent shall make a corresponding adjustment
                                            in respect of any adjustment under the Indenture to any one or more of the nature of the
                                            Shares (in the case of a Merger Event), Strike Price, Number of Options, Option Entitlement
                                            and any other variable relevant to the exercise, settlement or payment for the Transaction,
                                            subject to the second paragraph under “Method of Adjustment”; provided, however,
                                            that such adjustment shall be made without regard to any adjustment to the “Conversion
                                            Rate” (as such term is defined in the Indenture) pursuant to any Excluded Provision;
                                            provided further that if, with respect to a Merger Event or a Tender Offer, (i) the
                                            consideration for the Shares includes (or, at the option of a holder of Shares, may include)
                                            shares of an entity or person that is not a corporation or is not organized under the laws
                                            of the United States, any State thereof or the District of Columbia or (ii) the Counterparty
                                            to the Transaction following such Merger Event or Tender Offer will not be a corporation
                                            organized under the laws of the United States, any State thereof or the District of Columbia,
                                            then, in either case, Cancellation and Payment (Calculation Agent Determination) may apply
                                            at Dealer’s sole election; provided further that, for the avoidance of doubt,
                                            adjustments shall be made pursuant to the provisions set forth above regardless of whether
                                            any Merger Event or Tender Offer gives rise to an Early Conversion.





 






    11 


      


    

 


	Consequences of Announcement Events:	Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of
    the Equity Definitions; provided that, in respect of an Announcement Event, the definition of “Modified Calculation
    Agent Adjustment” set forth in Section 12.3(d) of the Equity Definitions shall be modified in the following manner:
    (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references
    to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the
    phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)”
    shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike
    Price)”, and the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time
    prior to or after the Announcement Event,” shall be inserted prior to the word “which” in the seventh line thereof
    and (z) for the avoidance of doubt, the Calculation Agent shall determine whether the relevant Announcement Event has had an
    economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the
    date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation,
    it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating
    to the same Announcement Event. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions,
    to which Article 12 of the Equity Definitions is applicable.
	 	 
	Announcement Event:	(i) The public announcement by any entity of (x) any
    transaction or event that, if completed, would constitute a Merger Event or Tender Offer, (y) any potential acquisition or disposition
    by Issuer and/or its subsidiaries where the aggregate consideration exceeds 25% of the market capitalization of Issuer as of the
    date of such announcement (an “Acquisition Transaction”) or (z) the intention to enter into a Merger Event
    or Tender Offer or an Acquisition Transaction, (ii) the public announcement by Issuer of an intention to solicit or enter into,
    or to explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender Offer or an Acquisition
    Transaction or (iii) any subsequent public announcement by any entity of a change to a transaction or intention that is the
    subject of an announcement of the type described in clause (i) or (ii) of this sentence (including, without limitation,
    a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal
    from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the Calculation Agent. For the
    avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence
    of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement
    Event,” (A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions
    (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the
    Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (B) “Tender
    Offer” shall mean such term as defined under Section 12.1(d) of the Equity Definitions.





 






    12 


      


    

 



 


	Nationalization, Insolvency
or Delisting:	Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of
the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately
re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The Nasdaq Capital Market, 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 Capital Market, The Nasdaq Global Select Market or The Nasdaq Global Market (or their respective successors),
such exchange or quotation system shall thereafter be deemed to be the Exchange.
	 	 
	Additional Disruption
Events:	 
	 	 
	Change in Law:	Applicable;
provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the
interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”,
(ii) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position”
and (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including,
for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations
authorized or mandated by existing statute)”.
	 	 
	Failure to Deliver:	Applicable
	 	 
	Hedging Disruption:	Applicable; provided that:
	 	 
		(i)	Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following
words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting
the following two phrases at the end of such Section:
	 	 	 
	 	 	“For the
avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and
volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above
must be available on commercially reasonable pricing terms.”; and



 






    	 	13	 



     


    

  


		(ii)	Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line
thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such
Hedging Disruption”.
	 	 	 
	Increased Cost of
Hedging:	 	Applicable
	 	 	 
	Hedging Party:	 	For
all applicable Additional Disruption Events, Dealer. Following any calculation or adjustment by the Hedging Party hereunder, within five
Exchange Business Days after receipt of a written request by Counterparty, the Hedging Party shall deliver to Counterparty a written explanation
describing in reasonable detail such calculation or adjustment (including the methodology, interest rates, quotations, market data (including
volatility) and information from internal sources used in making such calculation or adjustment, but without disclosing the Hedging Party’s
proprietary or confidential models or other information that is proprietary, confidential or otherwise subject to contractual, legal or
regulatory obligations to not disclose such information).
	 	 	 
	Determining Party:	 	For all applicable
Extraordinary Events, Dealer. Following any calculation or adjustment by the Determining Party hereunder, within five Exchange Business
Days after receipt of a written request by Counterparty, the Determining Party shall deliver to Counterparty a written explanation describing
in reasonable detail such calculation or adjustment (including the methodology, interest rates, quotations, market data (including volatility)
and information from internal sources used in making such calculation or adjustment, but without disclosing the Determining Party’s
proprietary or confidential models or other information that is proprietary, confidential or otherwise subject to contractual, legal
or regulatory obligations to not disclose such information).

	 	 	 
	Non-Reliance:	 	Applicable
	 	 	 
	Agreements and Acknowledgments	 	 
	Regarding Hedging
Activities:	 	Applicable
	 	 	 
	Additional Acknowledgments:	 	Applicable



  


4.          Calculation
Agent.                                           Dealer. Following any calculation, adjustment or determination by the Calculation Agent
hereunder, within five Exchange Business Days after receipt of a written request by Counterparty, the Calculation Agent shall deliver
to Counterparty a written explanation describing in reasonable detail such calculation, adjustment or determination (including the methodology,
interest rates, quotations, market data (including volatility) and information from internal sources used in making such calculation,
adjustment or determination, but without disclosing the Calculation Agent’s proprietary or confidential models or other information
that is proprietary, confidential or otherwise subject to contractual, legal or regulatory obligations to not disclose such information).


 






    	 	14	 



     


    

 


5.            Account
Details.


 


		(a)	Account for payments to Counterparty:



 


To be provided.


 


Account for delivery of Shares to Counterparty:


 


To be provided.


 


		(b)	Account for payments to Dealer:



 


		[__________]	






		[__________]	






		[__________]	






		[__________]	



 


Account for delivery of Shares from Dealer:


 


[__________]


 


6.            Offices.


 


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



 


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



 


		[__________]	






		[__________]	






		[__________]	






		[__________]	



 


 


7.            Notices.


 


		(a)	Address for notices or communications to Counterparty:



 


Porch Group, Inc.

2200 1st Avenue S., Suite 300

Seattle, WA 98134

Attention:           General Counsel and Secretary

Email:                    legal@porch.com


 


		(b)	Address for notices or communications to Dealer:



 


		[__________]	






		[__________]	






		[__________]	






		[__________]	



 






    	 	15	 



     


    

 


8.            Representations
and Warranties of Counterparty.


 


Each of the representations and warranties
of Counterparty set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”) dated as of September 13,
2021, among Counterparty and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Oppenheimer & Co. Inc., as representatives
of the Purchasers party thereto (the “Initial Purchasers”), are true and correct and are hereby deemed to be repeated
to Dealer as if set forth herein. Counterparty hereby further represents and warrants to Dealer on the date hereof and on and as of the
Premium Payment Date that:


 


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



 


		(b)	Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations
of Counterparty hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents)
of Counterparty, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority
or agency, or any agreement or instrument to which Counterparty or any of its subsidiaries is a party or by which Counterparty or any
of its subsidiaries is bound or to which Counterparty or any of its subsidiaries is subject, or constitute a default under, or result
in the creation of any lien under, any such agreement or instrument.



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






    	 	16	 



     


    

 


		(j)	It and any of its subsidiaries has not applied, and shall not, until after the first date on which no
portion of the Transaction remains outstanding following any final exercise and settlement, cancellation or early termination of the Transaction,
apply, for a loan, loan guarantee, direct loan (as that term is defined in the Coronavirus Aid, Relief and Economic Security Act (the
 “CARES Act”)) or other investment, or to receive any financial assistance or relief under any program or facility (collectively
 “Financial Assistance”) that (a) is established under applicable law (whether in existence as of the Trade Date
or subsequently enacted, adopted or amended), including without limitation the CARES Act and the Federal Reserve Act, as amended, and
(b) (i) requires under applicable law (or any regulation, guidance, interpretation or other pronouncement of a governmental
authority with jurisdiction for such program or facility) as a condition of such Financial Assistance, that Counterparty comply with any
requirement not to, or otherwise agree, attest, certify or warrant that it has not, as of the date specified in such condition, repurchased,
or will not repurchase, any equity security of Counterparty, and that Counterparty has not, as of the date specified in the condition,
made a capital distribution or will not make a capital distribution, or (ii) where the terms of the Transaction would cause Counterparty
to fail to satisfy any condition for application for or receipt or retention of the Financial Assistance (collectively “Restricted
Financial Assistance”); provided, that Counterparty or any of its subsidiaries may apply for Restricted Financial Assistance
if Counterparty either (a) determines based on the advice of outside counsel of national standing that the terms of the Transaction
would not cause Counterparty or any of its subsidiaries to fail to satisfy any condition for application for or receipt or retention of
such Financial Assistance based on the terms of the program or facility as of the date of such advice or (b) delivers to Dealer evidence
or other guidance from a governmental authority with jurisdiction for such program or facility that the Transaction is permitted under
such program or facility (either by specific reference to the Transaction or by general reference to transactions with the attributes
of the Transaction in all relevant respects). Counterparty further represents and warrants that the Premium is not being paid, in whole
or in part, directly or indirectly, with funds received under or pursuant to any program or facility, including the U.S. Small Business
Administration’s “Paycheck Protection Program”, that (a) is established under applicable law (whether in existence
as of the Trade Date or subsequently enacted, adopted or amended), including without limitation the CARES Act and the Federal Reserve
Act, as amended, and (b) requires under such applicable law (or any regulation, guidance, interpretation or other pronouncement of
a governmental authority with jurisdiction for such program or facility) that such funds be used for specified or enumerated purposes
that do not include the purchase of the Transaction (either by specific reference to the Transaction or by general reference to transactions
with the attributes of the Transaction in all relevant respects).



 


		(k)	On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total
assets of Counterparty is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms
are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Counterparty, (B) the
capital of Counterparty is adequate to conduct the business of Counterparty, and Counterparty’s entry into the Transaction will
not impair its capital, (C) Counterparty 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, (D) Counterparty will be able to
continue as a going concern, (E) Counterparty is not “insolvent” (as such term is defined under Section 101(32)
of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and (F) Counterparty
would be able to purchase the number of Shares with respect to the Transaction in compliance with the laws of the jurisdiction of Counterparty’s
incorporation (including the adequate surplus and capital requirements of Sections 154 and 160 of the General Corporation Law of the State
of Delaware).



 






    17


     


    

 


9.            Other
Provisions.


 


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



 


		(b)	Repurchase Notices. Counterparty shall, on any day on which Counterparty effects any repurchase
of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following
such repurchase, the number of outstanding Shares as determined on such day is (i) less than 89.0 million (in the case of the first
such notice) or (ii) thereafter more than 6.6 million less than the number of Shares included in the immediately preceding Repurchase
Notice. Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees,
affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses
(including losses relating to Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of
becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation
of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities
and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person may become subject to, as a result
of Counterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and
to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred
in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing.
If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted
against the Indemnified Person as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with
this paragraph, such Indemnified Person shall promptly notify Counterparty in writing, and Counterparty, upon request of the Indemnified
Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Counterparty
may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Counterparty
shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent,
but if settled with such consent or if there be a final judgment for the plaintiff, Counterparty agrees to indemnify any Indemnified Person
from and against any loss or liability by reason of such settlement or judgment. Counterparty shall not, without the prior written consent
of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect
of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person,
unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject
matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph
is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein,
then Counterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable
by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph ‎(b) are
not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.
The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of
the termination of the Transaction.



 


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



 






    18


     


    

 





 


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



 


		(e)	Transfer or Assignment.



 


		(i)	Counterparty may not transfer any of its rights or obligations under the Transaction without the prior
written consent of Dealer.



 


		(ii)	Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or
obligations under the Transaction (A) to any affiliate of Dealer (1) that has a long-term issuer rating that is equal to or
better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed,
pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s
ultimate parent, or (B) to any other third party financial institution that is a nationally recognized dealer in the market for U.S.
corporate equity derivatives with a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer
at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”),
or A3 by Moody’s Investors Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases
to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer. If
at any time at which (A) the Section 16 Percentage exceeds 9.0%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the
Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess
Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of
Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such
that no Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect
to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess
Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of the Transaction,
a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect
of a Transaction having terms identical to the Transaction and a Number of Options equal to the number of Options underlying the Terminated
Portion, (2) Counterparty were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion
were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section ‎9(l) shall apply to any
amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). The “Section 16
Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares
that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership”
test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act)
of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without
duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and
the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the
number of Shares outstanding on such day. The “Option Equity Percentage” as of any day is the fraction, expressed as
a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Options and the Option Entitlement and
(2) the aggregate number of Shares underlying any other call option transaction sold by Dealer to Counterparty, and (B) the
denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares
that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer
Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are,
in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively
owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined
by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the
minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior
approval from any person or entity but excluding any filings of Form 13F, Schedule 13D or Schedule 13G under the Exchange Act, in
each case, as in effect on the Trade Date) 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.



 






    19


     


    

 


		(iii)	Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer
to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Counterparty,
Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or to make or receive
such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume
such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance.



 


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



 


		(i)	in such notice, Dealer will specify to Counterparty the related Staggered Settlement Dates (each of which
will be on or prior to such Nominal Settlement Date) and the number of Shares that it will deliver on each Staggered Settlement Date;



 


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



 


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



 


		(g)	[Reserved]



 


		(h)	[Reserved]



 






    20


     


    

 


		(i)	Additional Termination Events.



 


		(i)	Notwithstanding anything to the contrary in this Confirmation, upon any Early Conversion in respect of
which a “Notice of Conversion” (as such term is defined in the Indenture) that is effective as to Counterparty has been delivered
by the relevant converting “Holder” (as such term is defined in the Indenture):



 


		(A)	Counterparty may, within one Scheduled
                                            Trading Day of the Conversion Date for such Early Conversion, provide written notice (an
                                            “Early Conversion Notice”) to Dealer specifying the number of Convertible
                                            Notes surrendered for conversion on such Conversion Date (such Convertible Notes, the “Affected
                                            Convertible Notes”) and containing the
                                            representation and warranty that Counterparty is not, on the date thereof, in possession
                                            of any material non-public information with respect to Counterparty or the Shares,
                                            and the giving of such Early Conversion Notice shall constitute an Additional Termination
                                            Event as provided in this clause ‎(i)[, and any “Early Conversion Notice”
                                            delivered to Dealer pursuant to the Base Call Option Confirmation shall be deemed to be an
                                            Early Conversion Notice pursuant to this Confirmation and the terms of such Early Conversion
                                            Notice shall apply, mutatis mutandis, to this Confirmation]11;



 


		(B)	upon receipt of any such Early Conversion
                                            Notice, Dealer shall designate an Exchange Business Day as an Early Termination Date (which
                                            Exchange Business Day shall be no earlier than one Scheduled Trading Day following the Conversion
                                            Date for such Early Conversion) with respect to the portion of the Transaction corresponding
                                            to a number of Options (the “Affected Number of Options”) equal to the
                                            lesser of (x) the number of Affected Convertible Notes [minus the “Affected
                                            Number of Options” (as defined in the Base Call Option Confirmation), if any, that
                                            relate to such Affected Convertible Notes (and for
                                            the purposes of determining whether any Options under this Confirmation or under the Base
                                            Call Option Confirmation shall be among the Affected Number of Options hereunder or under,
                                            and as defined in, the Base Call Option Confirmation, the Convertible Notes specified in
                                            such Early Conversion Notice shall be allocated first to the Base Call Option Confirmation
                                            until all Options thereunder are exercised or terminated)]12 and (y) the
                                            Number of Options as of the Conversion Date for such Early Conversion;



 


		(C)	any payment hereunder with respect to such termination shall be calculated pursuant to Section 6
of the Agreement as if (x) an Early Termination Date had been designated in respect of a Transaction having terms identical to the
Transaction and a Number of Options equal to the Affected Number of Options, (y) Counterparty were the sole Affected Party with respect
to such Additional Termination Event and (z) the terminated portion of the Transaction were the sole Affected Transaction;



 


		(D)	for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction
pursuant to Section 6 of the Agreement, the Calculation Agent shall assume that (x) the relevant Early Conversion and any conversions,
adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no
adjustments to the “Conversion Rate” (as such term is defined in the Indenture) have occurred pursuant to any Excluded Provision
and (z) the corresponding Convertible Notes remain outstanding; and



 


		(E)	the Transaction shall remain in full force and effect, except that, as of the Conversion Date for such
Early Conversion, the Number of Options shall be reduced by the Affected Number of Options.



 


 





 



 


11 Include in Additional Call Option Confirmation only.


12 Include in Additional Call Option Confirmation only.


 


 






    21


     


    

 


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



 


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



 


		(iv)	Within five Scheduled
                                            Trading Days following any Repayment Event (as defined below), Counterparty may notify Dealer
                                            of such Repayment Event and the aggregate principal amount of Convertible Notes subject to
                                            such Repayment Event (any such notice, a “Repayment Notice”)[; provided
                                            that any “Repayment Notice” delivered to Dealer pursuant to the Base Call
                                            Option Confirmation shall be deemed to be a Repayment Notice pursuant to this Confirmation
                                            and the terms of such Repayment Notice shall apply, mutatis mutandis, to this Confirmation]13.
                                            Such Repayment Notice shall contain the representation and warranty that Counterparty is
                                            not, on the date thereof, in possession of any material non-public information with respect
                                            to Counterparty or the Shares. The receipt by Dealer from Counterparty of any Repayment Notice
                                            shall constitute an Additional Termination Event as provided in this Section 9(i)(iv).
                                            Upon receipt of any such Repayment Notice, Dealer shall designate an Exchange Business Day
                                            following receipt of such Repayment Notice as an Early Termination Date with respect to the
                                            portion of the Transaction corresponding to a number of Options (the “Repayment
                                            Options”) equal to the lesser of (A) [(x)] the aggregate principal amount
                                            of such Convertible Notes specified in such Repayment Notice, divided by USD 1,000,
                                            [minus (y) the number of “Repayment Options” (as defined in the Base
                                            Call Option Confirmation), if any, that relate to such Convertible Notes (and for the purposes
                                            of determining whether any Options under this Confirmation or under the Base Call Option
                                            Confirmation shall be among the Repayment Options hereunder or under, and as defined in,
                                            the Base Call Option Confirmation, the Convertible Notes specified in such Repayment Notice
                                            shall be allocated first to the Base Call Option Confirmation until all Options thereunder
                                            are exercised or terminated)]14, and (B) the Number of Options as of the
                                            date Dealer designates such Early Termination Date and, as of such date, the Number of Options
                                            shall be reduced by the number of Repayment Options. Any payment hereunder with respect to
                                            such termination shall be calculated pursuant to Section 6 of the Agreement as if (1) an
                                            Early Termination Date had been designated in respect of a Transaction having terms identical
                                            to the Transaction and a Number of Options equal to the number of Repayment Options, (2) Counterparty
                                            were the sole Affected Party with respect to such Additional Termination Event and (3) the
                                            terminated portion of the Transaction were the sole Affected Transaction.



 


 






 


13 Include for Additional Call Option Confirmation.


14 Insert for Additional Call Option Confirmation.


 






    22


     


    

 


“Repayment Event”
means that (i) any Convertible Notes are repurchased (whether in connection with or as a result of a fundamental change, howsoever
defined, or for any other reason) or redeemed by Counterparty or any of its subsidiaries, (ii) any Convertible Notes are delivered
to Counterparty or any of its subsidiaries in exchange for delivery of any property or assets of such party (howsoever described), (iii) any
principal of any of the Convertible Notes is repaid prior to the final maturity date of the Convertible Notes (for any reason other than
as a result of an acceleration of the Convertible Notes that results in an Additional Termination Event pursuant to Section 9(i)(ii)),
or (iv) any Convertible Notes are exchanged by or for the benefit of the “Holders” (as such term is defined in the Indenture)
thereof for any other securities of Counterparty or any of its subsidiaries (or any other property, or any combination thereof) pursuant
to any exchange offer or similar transaction. For the avoidance of doubt, any conversion of Convertible Notes (whether into cash, Shares,
 “Reference Property” (as such term is defined in the Indenture) or any combination thereof) pursuant to the terms of the Indenture
shall not constitute a Repayment Event.


 


		(v)	Notwithstanding anything to the contrary in this Confirmation, if an Early Conversion or Repayment Event
in respect of Convertible Notes occurs but an Additional Termination Event does not occur in respect of such Early Conversion or Repayment
Event, as the case may be, under Section 9(i)(i) or Section 9(i)(iv), as the case may be, then for all purposes hereunder,
the Indenture and such Convertible Notes shall be deemed to remain outstanding regardless of whether such Convertible Notes are actually
outstanding following such Early Conversion or Repayment Event, as the case may be.



 


		(j)	Amendments to Equity Definitions, Agreement.



 


		(i)	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 words “a material” and adding the phrase “or the Options”
at the end of the sentence.



 


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



 


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



 


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



 






    23


     


    

 


		(v)	Section 12(a) of the Agreement is hereby amended by (1) deleting the phrase “or email”
in the third line thereof and (2) deleting the phrase “or that communication is delivered (or attempted) or received, as applicable,
after the close of business on a Local Business Day” in the final clause thereof.



 


		(k)	No Setoff. Each party waives any and all rights it may have to setoff, whether arising under
any agreement, applicable law or otherwise.



 


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



 


		Share Termination Alternative:	If applicable, Dealer shall deliver
to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable period of time after, the date when the
relevant Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) and
6(e) of the Agreement, as applicable, in satisfaction of such Payment Obligation in the manner reasonably requested by Counterparty
free of payment.



 


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



 






    24


     


    


 


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




 


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




 


	 	Failure to Deliver:	Applicable




 


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




 


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



 


		(n)	Registration. Counterparty hereby agrees that if, in the good faith reasonable judgment
of Dealer, the Shares (“Hedge Shares”) acquired by Dealer for the purpose of effecting a commercially reasonable hedge
of its obligations pursuant to the Transaction cannot be sold in the public market by Dealer without registration under the Securities
Act, Counterparty shall, at its election, either (i) in order to allow Dealer to sell the Hedge Shares in a registered offering,
make available to Dealer an effective registration statement under the Securities Act and enter into an agreement, in form and substance
satisfactory to Dealer, substantially in the form of an underwriting agreement for a registered secondary offering; provided, however,
that if Dealer, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence
investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of
this paragraph shall apply at the election of Counterparty, (ii) in order to allow Dealer to sell the Hedge Shares in a private placement,
enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements
of equity securities of a similar size and industry, in form and substance reasonably satisfactory to Dealer (in which case, the Calculation
Agent shall make any adjustments to the terms of the Transaction that are necessary, in its commercially reasonable judgment, to compensate
Dealer for any commercially reasonable discount from the public market price of the Shares incurred on the sale of Hedge Shares in a private
placement); provided that no “comfort letter” or accountants’ consent shall be required to be delivered in connection
with any private placements, or (iii) purchase the Hedge Shares from Dealer at the then-current market price on such Exchange Business
Days, and in the amounts and at such time(s), reasonably requested by Dealer.



 






    25


     


    

 


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



 


		(p)	Right to Extend. Dealer may postpone or add, in whole or in part, any Valid Day or Valid
Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all
of the Options hereunder, if Dealer reasonably determines, in its discretion, that such action is reasonably necessary or appropriate
to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions
or to enable Dealer to effect purchases of Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity
hereunder in a manner that would, if Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable
legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that
no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 40 Valid Days after the final day
in the original Settlement Averaging Period or original other date of valuation, payment or delivery, as the case may be.



 


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



 


		(r)	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, 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.



 






    26


     


    

 


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



 


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



 


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



 


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



 


		(v)	Early Unwind. In the event
                                            the sale of the [“Firm Securities”]15[“Optional Securities”]16
                                            (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers
                                            for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required
                                            pursuant to Section ‎9(a), in each case by 5:00 p.m. (New York City time) on
                                            the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment
                                            Date or such later date the “Early Unwind Date”), the Transaction shall
                                            automatically terminate (the “Early Unwind”), on the Early Unwind Date
                                            and (i) the Transaction and all of the respective rights and obligations of Dealer and
                                            Counterparty under the Transaction shall be cancelled and terminated and (ii) each party
                                            shall be released and discharged by the other party from and agrees not to make any claim
                                            against the other party with respect to any obligations or liabilities of the other party
                                            arising out of and to be performed in connection with the Transaction either prior to or
                                            after the Early Unwind Date. Each of Dealer and Counterparty represents and acknowledges
                                            to the other that, upon an Early Unwind, all obligations with respect to the Transaction
                                            shall be deemed fully and finally discharged.



 


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



 





 



15 Insert for Base Call Option Confirmation.


16 Insert for Additional Call Option
Confirmation. 


 






    27


     


    

 


		(x)	Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary
in the Agreement, the Equity Definitions or this Confirmation, upon the occurrence of a Merger Date, the occurrence of a Tender Offer
Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, the Calculation Agent shall adjust the Cap Price
to preserve the fair value of the Options (provided that in no event shall the Cap Price be less than the Strike Price). Solely
for purposes of this Section 9(x), (x) the terms “Potential Adjustment Event,” “Merger Event,” and “Tender
Offer” shall each have the meanings assigned to each such term in the Equity Definitions (in the case of the definition of “Potential
Adjustment Event”, as amended by Section ‎9(j)(i), and in the case of the definition of “Tender Offer”, as
if all references to “voting shares” in Sections 12.1(d), 12.1(e) and 12.1(l) of the Equity Definitions were instead
references to “Shares”) and (y) “Extraordinary Dividend” means any cash dividend on the Shares. For the avoidance
of doubt, any adjustment pursuant to this Section 9(x) shall not be duplicative of any other adjustment made pursuant to this
Confirmation, including without limitation pursuant to “Consequences of Announcement Events” in Section 3 of this Confirmation.



 


		(y)	Delivery of Tax Certificates. For purposes of Section 4(a)(i) of the Agreement,
on or prior to the Trade Date and at any other time reasonably requested by Dealer, Counterparty shall have delivered to Dealer a properly
completed Internal Revenue Service Form W-9.



 


		(z)	Withholding Tax Imposed on Payments to Non-U.S. Counterparties under the United States Foreign Account
Tax Compliance Act. “Tax” and “Indemnifiable Tax”, each as defined in Section 14 of the Agreement,
shall not include any U.S. federal withholding tax imposed or collected pursuant to FATCA (a “FATCA Withholding Tax”).
 “FATCA” is defined as Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (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. 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.



 


		(aa)	Payee Tax Representations. For purposes of Section 3(f) of the Agreement, Counterparty
represents that it is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of the U.S. Treasury Regulations)
for U.S. federal income tax purposes and “exempt” within the meaning of sections 1.6041-3(p) and 1.6049-4(c) of
the U.S. Treasury Regulations from information reporting on U.S. Internal Revenue Service Form 1099 and backup withholding.



 


		(bb)	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.



 


		(cc)	[Insert Dealer-specific version of QFC language, if applicable.]



 


		(dd)	[Risk Disclosure Statement. Counterparty represents and warrants that it has received, read
and understands the OTC Options Risk Disclosure Statement provided by Dealer and a copy of the most recent disclosure pamphlet prepared
by The Options Clearing Corporation entitled “Characteristics and Risks of Standardized Options”.



 






    28


     


    

 


		(ee)	Conduct Rules.  Each
                                            party acknowledges and agrees to be bound by the Conduct Rules of the Financial Industry
                                            Regulatory Authority, Inc. applicable to transactions in options, and further agrees
                                            not to violate the position and exercise limits set forth therein.]17



 


		(ff)	[Insert additional boilerplate as relevant for Dealer, if any.]



 


[Signature Pages Follow]


 





 



17 Insert if applicable for Dealer.


 






    29


     


    







 


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


 


Very truly yours,


 



 


	 	[DEALER]
	 	 	 
	 	By:	 
	 	Authorized Signatory
	 	Name:


 





	 	[By:	 
	 	Authorized Signatory
	 	Name:  ]18


 





 



18 NTD: Insert if applicable for Dealer. 


 


Signature
Page to the [Base] [Additional] Capped Call Confirmation


 






     

     


    







 


Accepted and confirmed

as of the Trade Date:


 





	PORCH GROUP, INC.


	 
	 	 
	By:	 	 
	Authorized Signatory	 
	Name:	 


 


Signature Page to
the [Base] [Additional] Capped Call Confirmation