Common use of HEADWATERS INCORPORATED Clause in Contracts

HEADWATERS INCORPORATED. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Headwaters Incorporated (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Notes upon the occurrence of a Designated Event with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, together with accrued and unpaid Interest to, but excluding, the Designated Event Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes shall be repurchased by the Company as of the portion thereof, together with accrued and unpaid Interest to, but excluding, the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Indenture. $_______ principal amount of the Notes to which this Designated Event Repurchase Notice relates (if less than entire principal amount) Dated: Signature(s): NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Note Certificate Number (if applicable): Principal amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number:

HEADWATERS INCORPORATED. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Headwaters Incorporated (exercises the “Company”) regarding the right of holders option to elect to require the Company to repurchase the Notes upon the occurrence of a Designated Event with respect to the Company and requests and instructs the Company to repay the entire principal amount of convert this Note, or the portion thereof (which is $1,000 or an integral a multiple thereof) below designated, into cash and, if applicable, shares of Common Stock of Headwaters Incorporated in accordance with the terms of the Indenture at referred to in this Note, and directs that the price of 100% of shares, if any, issuable and deliverable upon such entire principal amount or portion thereofconversion, together with accrued any check in payment for cash, if any, payable upon conversion or for fractional shares and unpaid Interest toany Notes representing any unconverted principal amount hereof, but excluding, the Designated Event Repurchase Date, be issued and delivered to the registered holder hereofhereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes shall If shares or any portion of this Note not converted are to be repurchased issued in the name of a person other than the undersigned, the undersigned will provide the appropriate information below and pay all transfer taxes payable with respect thereto. Any amount required to be paid by the Company as undersigned on account of interest accompanies this Note. Dated: ________________________________________________________________________________________________________ ________________________________________________________________________________________________________ Signature(s) Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the portion thereofNote Registrar, together with accrued and unpaid Interest which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, but excludingor in substitution for, STAMP, all in accordance with the Designated Event Repurchase Date pursuant to the terms and conditions specified Securities Exchange Act of 1934, as amended. ________________________________________________________________________________________________________ Fill in the Indenture. registration of shares of Common Stock, if any, if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $_______________________________________ principal amount of the Notes to which this Designated Event Repurchase Notice relates (if less than entire principal amount) Dated: Signature(s): NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration Social Security or enlargement or any change whatever. Note Certificate Number (if applicable): Principal amount to be repurchased (if less than all): Other Taxpayer Social Security or Other Taxpayer Identification Number:: DESIGNATED EVENT REPURCHASE NOTICE

HEADWATERS INCORPORATED. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Headwaters Incorporated (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Notes upon the occurrence of a Designated Event with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Notes and the Indenture at the price of 100% of such entire principal amount or portion thereof, together with accrued and unpaid Interest to, but excluding, the Designated Event Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes shall be repurchased by the Company as of the portion thereof, together with accrued and unpaid Interest to, but excluding, the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Indenture. $_______ principal amount of the Notes to which this Designated Event Repurchase Notice relates (if less than entire principal amount) Dated: Signature(s): NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Note Certificate Number (if applicable): Principal amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number:

HEADWATERS INCORPORATED. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Headwaters Incorporated (exercises the “Company”) regarding the right of holders option to elect to require the Company to repurchase the Notes upon the occurrence of a Designated Event with respect to the Company and requests and instructs the Company to repay the entire principal amount of convert this Note, or the portion thereof (which is $1,000 or an integral a multiple thereof) below designated, into cash and, if applicable, shares of Common Stock of Headwaters Incorporated in accordance with the terms of the Indenture at referred to in this Note, and directs that the price of 100% of shares, if any, issuable and deliverable upon such entire principal amount or portion thereofconversion, together with accrued any check in payment for cash, if any, payable upon conversion or for fractional shares and unpaid Interest toany Notes representing any unconverted principal amount hereof, but excluding, the Designated Event Repurchase Date, be issued and delivered to the registered holder hereofhereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes shall If shares or any portion of this Note not converted are to be repurchased issued in the name of a person other than the undersigned, the undersigned will provide the appropriate information below and pay all transfer taxes payable with respect thereto. Any amount required to be paid by the Company as undersigned on account of the portion thereofinterest, together with accrued and unpaid Interest toincluding contingent interest, but excludingif any, the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Indentureaccompanies this Note. $_______ principal amount of the Notes to which this Designated Event Repurchase Notice relates (if less than entire principal amount) Dated: Signature(s): NOTICE: The above signatures of ) Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the holder(s) hereof must correspond with the name as written upon the face requirements of the Note Registrar, which requirements include membership or participation in every particular without alteration the Security Transfer Agent Medallion Program (“STAMP”) or enlargement such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or any change whateverin substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Note Certificate Number Fill in the registration of shares of Common Stock, if any, if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (if applicable): Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be repurchased converted (if less than all): $ Social Security or Other Taxpayer Identification Number:

HEADWATERS INCORPORATED. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Headwaters Incorporated (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Notes upon the occurrence of a Designated Event Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, together with accrued and unpaid Interest to, but excluding, the Designated Event Fundamental Change Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes shall be repurchased by the Company as of the portion thereof, together with accrued and unpaid Interest to, but excluding, the Designated Event Fundamental Change Repurchase Date pursuant to the terms and conditions specified in the Indenture. $_______ $ principal amount of the Notes to which this Designated Event Fundamental Change Repurchase Notice relates (if less than entire principal amount) Dated: Signature(s): NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Note Certificate Number (if applicable): Principal amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number:

HEADWATERS INCORPORATED. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Headwaters Incorporated (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Notes upon the occurrence of a Designated Event with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Notes and the Indenture at the price of 100% of such entire principal amount or portion thereof, together with accrued and unpaid Interest to, but excluding, the Designated Event Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes shall be repurchased by the Company as of the portion thereof, together with accrued and unpaid Interest to, but excluding, the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Indenture. $_______ $ principal amount of the Notes to which this Designated Event Repurchase Notice relates (if less than entire principal amount) Dated: Signature(s): NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Note Certificate Number (if applicable): Principal amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number: