Exhibit 10.1


 


[Dealer Name and Address]


 


January [21]1[22]2,
2021


 


To: Bentley Systems, Incorporated


685 Stockton Drive


Exton, Pennsylvania


Attention: Chief Financial Officer; 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 Name] (“Dealer”) and Bentley Systems, Incorporated (“Counterparty”)
as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation”
as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the
Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction
to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect
thereto.


 


The definitions and
provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published
by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation.
In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain
defined terms used herein are based on terms that are defined in the Preliminary Offering Memorandum dated January 20, 2021
(the “Offering Memorandum”) relating to the 0.125% 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 600,000,000 (as increased by [up to]3
an aggregate principal amount of USD 90,000,000 [if and to the extent that]4[pursuant to the exercise by]5
the Initial Purchasers (as defined herein) [exercise]6[of]7 their option to purchase additional Convertible
Notes pursuant to the Purchase Agreement (as defined herein)) pursuant to an Indenture to be dated January 26, 2021 between
Counterparty and Wilmington Trust, National Association, as trustee (the “Indenture”). In the event of any inconsistency
between the terms defined in the Offering Memorandum, the Indenture and this Confirmation, this Confirmation shall govern. The
parties acknowledge that this Confirmation is entered into on the date hereof with the understanding that (i) definitions
set forth in the Indenture which are also defined herein by reference to the Indenture and (ii) sections of the Indenture
that are referred to herein will conform to the descriptions thereof in the Offering Memorandum. If any such definitions in the
Indenture or any such sections of the Indenture differ from the descriptions thereof in the Offering Memorandum, the descriptions
thereof in the Offering Memorandum will govern for purposes of this Confirmation. The parties further acknowledge that the Indenture
section numbers used herein are based on the draft of the Indenture last reviewed by Dealer as of the date of this Confirmation,
and if any such section numbers are changed in the Indenture as executed, the parties will amend this Confirmation in good faith
to preserve the intent of the parties. Subject to the foregoing, references to the Indenture herein are references to the Indenture
as in effect on the date of its execution, and if the Indenture is amended or supplemented following such date (other than any
amendment or supplement (x) pursuant to Section 8.01(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 5.09
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 unless the parties agree
otherwise in writing.


 


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





 






1
Include in the Base Call Option Confirmation.


2
Include in the Additional Call Option Confirmation.


3
Include in the Base Call Option Confirmation.


4
Include in the Base Call Option Confirmation.


5
Include in the Additional Call Option Confirmation.


6
Include in the Base Call Option Confirmation.


7 Include in the Additional Call Option
Confirmation.






    1 


     


    

 


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 on the Trade Date (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), [(ii) the election of an executed guarantee of [___________] (“Guarantor”)
dated as of the Trade Date in customary form as a Credit Support Document, (iii) the election of Guarantor as Credit Support
Provider in relation to Dealer,] [(ii)][(iv)] in respect of Section 5(a)(vi) of the Agreement, (a) the “Cross
Default” provisions shall apply to Dealer with a “Threshold Amount” of three percent of the shareholders’
equity of [Dealer][Dealer’s ultimate parent] as of the Trade Date, (b) the phrase “or becoming capable at such
time of being declared” shall be deleted from clause (1) and (c) the following language shall be added to the end
thereof: “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 [(iii)][(v)] the term “Specified Indebtedness”
shall have the meaning specified in Section 14 of the Agreement, except that such term shall not include obligations in respect
of deposits received in the ordinary course of a party’s banking business).


 


In the event of any
inconsistency between provisions of the Agreement and this Confirmation, this Confirmation will prevail for the purpose of the
Transaction to which this Confirmation relates. The parties hereby agree that no transaction other than the Transaction to which
this Confirmation relates shall be governed by the Agreement and that the Transaction shall be deemed not to be a Transaction under,
or otherwise be governed by, any other existing or deemed ISDA Master Agreement between the parties hereto.


 


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



 


	General Terms.	 
	 	 
	Trade Date:	January [21][22], 2021
	 	 
	Effective Date:	The second Exchange Business Day immediately prior to the Premium Payment Date, subject to Section 9(u).
	 	 
	Option Style:	“Modified American”, as described under “Procedures for Exercise” below
	 	 
	Option Type:	Call
	 	 
	Buyer:	Counterparty
	 	 
	Seller:	Dealer
	 	 
	Shares:	The Class B common stock of Counterparty, par value USD 0.01 per share (Exchange symbol “BSY”).
	 	 
	Number of Options:	[600,000]8[90,000]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.
	 	 
	Applicable Percentage:	[__]%
	 	 
	Option Entitlement:	A number equal to the product of the Applicable Percentage and 15.5925.
	 	 
	Strike Price:	USD 64.1334

                                    


 


 



8 Include for the Base Call Option Confirmation.


9 Include for the Additional Call Option Confirmation.



    2 


     


    


	 	 
	Cap Price:	USD 72.9795
	 	 
	Premium:	USD [______]
	 	 
	Premium Payment Date:	January 26, 2021
	 	 
	Exchange:	The Nasdaq Global Select Market
	 	 
	Related Exchange(s):	All Exchanges
	 	 
	Excluded Provisions:	Section 5.06 and Section 5.07 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(h)(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 5.02(A), subject to the proviso included in Section 5.03(C) 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 5.08 of the Indenture.
	 	 
	Free Convertibility Date:	October 15, 2025
	 	 
	Expiration Time:	The Valuation Time
	 	 
	Expiration Date:	January 15, 2026, subject to earlier exercise.
	 	 
	Multiple Exercise:	Applicable, as described under “Automatic Exercise” below.
	 	 
	Automatic Exercise:	Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date, in respect of which a Notice of Conversion that is effective as to Counterparty has been delivered by the relevant converting Holder, 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 January 21, 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.
	 	 





 






10 Include for Additional Call Option Confirmation only.


    3 


     


    


	 	 
	 	Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options.
	 	 
	Notice of Exercise:	Notwithstanding anything to the contrary in the Equity Definitions or under “Automatic Exercise” 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 any “Notice of Exercise” delivered to Dealer pursuant to the Base Call Option Transaction Confirmation shall be deemed to be a Notice of Exercise pursuant to this Confirmation and the terms of such Notice of Exercise shall apply, mutatis mutandis, to this Confirmation]11; provided that if the Relevant Settlement Method for such Options is (x) Cash Settlement or (y) Combination Settlement, Dealer shall have received a separate notice (the “Notice of Final Settlement Method”) 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 is Combination Settlement, a fixed amount of cash per Convertible Note that Counterparty has elected to deliver to Holders (as such term is defined in the Indenture) of the related Convertible Notes (the “Specified Cash Amount”). 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 for any Options.
	 	 
	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 its 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 principal United States national or regional securities exchange on which the Shares are then listed to open for trading during its regular trading session or (ii) the occurrence or existence, for more than one half-hour period in the aggregate, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Shares or in any options contracts or futures contracts relating to the Shares, and such suspension or limitation occurs or exists at any time before 1:00 p.m. (New York City time) on any Scheduled Valid Day for the Shares.”
	 	 





 






11 Include for Additional Call Option Confirmation only.



    4 


     


    


	 	 
	Settlement Terms.	 
	 	 
	Settlement Method:	For any Option, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Final Settlement Method for such Option.
	 	 
	Relevant Settlement Method:	In respect of any Option:
	 	 
	 	(i)            if Counterparty has elected (or is deemed to have elected) to settle its conversion obligations in respect of the related Convertible Note (A) entirely in Shares together with cash in lieu of fractional Shares pursuant to Section 5.03(A)(x) of the Indenture (such settlement method, “Settlement in Shares”) or (B) in a combination of cash and Shares pursuant to Section 5.03(A)(z)of the Indenture with a Specified Cash Amount less than or equal to USD 1,000, then, in each case, the Relevant Settlement Method for such Option shall be Net Share Settlement;
	 	 
	 	(ii)            if Counterparty has elected to settle its conversion obligations in respect of the related Convertible Note in a combination of cash and Shares pursuant to Section 5.03(A)(z) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; and
	 	 
	 	(iii)            if Counterparty has elected to settle its conversion obligations in respect of the related Convertible Note entirely in cash pursuant to Section 5.03(A)(y) 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; provided that in no event shall the Net Share Settlement Amount for any Option exceed a number of Shares equal to the Applicable Limit for such Option divided by the Applicable Limit Price on the Settlement Date for such Option.
	 	 
	 	Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Share Settlement Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.
	 	 
	




    5 


     


    


	 	 
	Combination Settlement:	If Combination Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will pay or deliver, as the case may be, to Counterparty, on the relevant Settlement Date for each such Option:
	 	 
		(i)	cash (the “Combination Settlement Cash Amount”)
equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of (A) an amount (the “Daily
Combination Settlement Cash Amount”) equal to the lesser of (1) the product of (x) the Applicable Percentage
and (y) the Specified Cash Amount minus USD 1,000 and (2) the Daily Option Value for such Valid Day, divided
by (B) the number of Valid Days in the Settlement Averaging Period; provided that if the calculation in clause
(A) above results in zero or a negative number for any Valid Day, the Daily Combination Settlement Cash Amount for such Valid
Day shall be deemed to be zero; and
	 	 
		(ii)	Shares (the “Combination Settlement Share Amount”)
equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of a number of Shares for such Valid
Day (the “Daily Combination Settlement Share Amount”) equal to (A) (1) the Daily Option Value for
such Valid Day minus the Daily Combination Settlement Cash Amount for such Valid Day, divided by (2) the Relevant
Price on such Valid Day, divided by (B) the number of Valid Days in the Settlement Averaging Period; provided
that if the calculation in sub-clause (A)(1) above results in zero or a negative number for any Valid Day, the Daily Combination
Settlement Share Amount for such Valid Day shall be deemed to be zero;
	 	 
	 	provided that in no event shall the sum of (x) the Combination Settlement Cash Amount for any Option and (y) the Combination Settlement Share Amount for such Option multiplied by the Applicable Limit Price on the Settlement Date for such Option, exceed the Applicable Limit for such Option.
	 	 
	 	Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Combination Settlement Share Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.
	 	 
	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.
	 	 
	




    6 


     


    


	 	 
	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.
	 	 
	Applicable Limit:	For any Option, an amount of cash equal to the Applicable Percentage multiplied by the excess of (i) the aggregate of (A) the amount of cash, if any, paid to the Holder of the related Convertible Note upon conversion of such Convertible Note and (B) the number of Shares, if any, delivered to the Holder of the related Convertible Note upon conversion of such Convertible Note multiplied by the Applicable Limit Price on the Settlement Date for such Option, over (ii) USD 1,000.
	 	 
	Applicable Limit Price:	On any day, the opening price as displayed under the heading “Op” on Bloomberg page BSY <equity> (or any successor thereto).
	 	 
	Valid Day:	A day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on the Exchange or, if the Shares are not then listed on the Exchange, on the principal other United States national or regional securities exchange on which the Shares are then listed or, if the Shares are not then listed on a United States national or regional securities exchange, on the principal other market on which the Shares are then admitted for trading. If the Shares are not so listed or admitted for trading, “Valid Day” means a Business Day.
	 	 
	Scheduled Valid Day:	A day that is scheduled to be a Valid Day on the principal United States national or regional securities exchange or market on which the Shares are listed or admitted for trading. If the Shares are not so listed or admitted for trading, “Scheduled Valid Day” means a Business Day.
	 	 
	Business Day:	Any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.
	 	 
	Relevant Price:	On any Valid Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page BSY <equity> AQR (or its equivalent successor if such page is not available) in respect of the period from the scheduled opening time of the Exchange to the Scheduled Closing Time of the Exchange on such Valid Day (or if such volume-weighted average price is unavailable at such time, the market value of one Share on such Valid Day, as determined by the Calculation Agent using, if practicable, a volume-weighted average method). The Relevant Price will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.
	 	 
	




    7 


     


    


	 	 
	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 “Reference Property Unit” or to any “Last Reported Sale Price” or “Daily VWAP” (each as defined in the Indenture) or other calculation the adjustment of which is contemplated by Section 5.05(G) of 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 proviso in the first sentence of Section 5.05(A)(iii)(1) of the Indenture or the proviso in the first sentence of Section 5.05(A)(iv) 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, the Calculation Agent, acting in good faith and commercially reasonably, taking into account the relevant provisions of the Indenture, 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 5.05(G) of the Indenture, Section 5.09 of the Indenture or any supplemental
indenture entered into thereunder or in connection with any proportional adjustment or the determination of the fair value of
any securities, property, rights or other assets), then in each such case, the Calculation Agent will determine the adjustment
to be made to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the
exercise, settlement or payment for the Transaction in a commercially reasonable manner, taking into account the relevant provisions
of the Indenture; provided that, notwithstanding the foregoing, if any Potential Adjustment Event occurs during the Settlement
Averaging Period but no adjustment was made to any Convertible Note under the Indenture because the relevant Holder (as such term
is defined in the Indenture) was deemed to be a record owner of the underlying Shares on the related Conversion Date, then the
Calculation Agent shall make a commercially reasonable adjustment, as determined by it, to the terms hereof in order to account
for such Potential Adjustment Event;
	 	 	 
		(ii)	in connection with any Potential Adjustment Event as
a result of an event or condition set forth in Section 5.05(A)(ii) of the Indenture or Section 5.05(A)(iii) of
the Indenture where, in either case, the period for determining “Y” (as such term is used in Section 5.05(A)(ii) of
the Indenture) or “SP” (as such term is used in Section 5.05(A)(iii) of the Indenture), as the case may
be, begins before Counterparty has publicly announced the event or condition giving rise to such Potential Adjustment Event, then
the Calculation Agent shall have the right to adjust, in good faith and in a commercially reasonable manner, any variable relevant
to the exercise, settlement or payment for the Transaction as appropriate to reflect the costs (including, but not limited to,
hedging mismatches and market losses) and expenses incurred by Dealer in connection with its hedging activities as a result of
such event or condition not having been publicly announced prior to the beginning of such period; and
	 	 	 
	




    9 


     


    


	 	 
		(iii)	if any Potential Adjustment Event is declared and (a) the
event or condition giving rise to such Potential Adjustment Event is subsequently amended, modified, cancelled or abandoned, (b) the
 “Conversion Rate” (as defined in the Indenture) is otherwise not adjusted at the time or in the manner contemplated
by the relevant Dilution Adjustment Provision based on such declaration or (c) the “Conversion Rate” (as defined
in the Indenture) is adjusted as a result of such Potential Adjustment Event and subsequently re-adjusted (each of clauses (a),
(b) and (c), a “Potential Adjustment Event Change”) then, in each case, the Calculation Agent shall have
the right to adjust, in good faith and in a commercially reasonable manner, any variable relevant to the exercise, settlement
or payment for the Transaction as appropriate to reflect the costs (including, but not limited to, hedging mismatches and market
losses) and commercially reasonable expenses incurred by Dealer in connection with its hedging activities as a result of such
Potential Adjustment Event Change.
	 	 
	Dilution Adjustment Provisions:	Sections 5.05(A)(i), (A)(ii), (A)(iii), (A)(iv) and (A)(v) and Section 5.05(G) 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 “Common Stock Change Event” in Section 5.09 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 5.05(A)(v) of the Indenture.
	 	 
	




    10 


     


    


	 	 
	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 pursuant to any Excluded Provision; provided further that if (x) with respect to any Merger Event or any Tender Offer, (A) 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 either (1) neither a corporation nor an entity that is treated as a corporation for U.S. federal income tax purposes or (2) not organized under the laws of the United States, any State thereof or the District of Columbia or (B) the Counterparty to the Transaction following such Merger Event or Tender Offer will not be either a corporation or an entity that is treated as a corporation for U.S. federal income tax purposes or will not be organized under the laws of the United States, any State thereof or the District of Columbia then, in the case of either clause (x) or clause (y), Cancellation and Payment (Calculation Agent Determination) may apply at Dealer’s commercially reasonable 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.
	 	 
	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, (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 (z) for the avoidance of doubt, the Calculation Agent shall determine whether the relevant Announcement Event has had an economic effect on the Transaction (the terms of which include, among other terms, the Strike Price and Cap Price) (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.
	 	 
	




    11 


     


    


	 	 
	Announcement Event:	(i) The public announcement by Issuer, any subsidiary of Issuer, any affiliate of Issuer, any agent of Issuer or any Valid Third Party Entity of (x) any transaction or event that is reasonably likely to be completed (as determined by the Calculation Agent taking into account the effect of such announcement on the market for the Shares and/or options on the Shares) and, 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 35% of the market capitalization of Issuer as of the date of such announcement (a “Transformative Transaction”) or (z) the intention to enter into a Merger Event or Tender Offer or a Transformative 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 a Transformative Transaction or (iii) any subsequent public announcement by any entity specified in clause (i) or (ii) of this sentence, as the case may be, 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.
	 	 
	Valid Third Party Entity:	In respect of any transaction, any third party that has a bona fide intent to enter into or consummate such transaction (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent may take into consideration of the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares).
	 	 
	Nationalization, Insolvency
    or Delisting:	Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange.
	 	 
	




    12 


     


    


	 	 
	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)”. Notwithstanding anything to the contrary in the Equity Definitions, a Change in Law described in clause (Y) of Section 12.9(a)(ii) of the Equity Definitions shall not constitute a Change in Law and instead shall constitute an Increased Cost of Hedging as described in Section 12.9(a)(vi) of the Equity Definitions, and any such determination of a Change in Law shall be consistently applied by the Determining Party across transactions similar to the Transaction and for counterparties similar to Counterparty.
	 	 
	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
	 	 
		(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, if a portion of the Transaction is affected by such Hedging Disruption (as commercially reasonably determined by the
Hedging Party), such portion of the Transaction affected by such Hedging Disruption”.
	 	 
		Notwithstanding anything to the contrary herein or in the Equity Definitions, in no event will a Hedging Disruption occur solely due to the deterioration of the creditworthiness of the Hedging Party relative to other comparable financial institutions.
	 	 
	




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	Increased Cost of Hedging:	Applicable solely with respect to a “Change in Law” described in clause (Y) of Section 12.9(a)(ii) of the Equity Definitions as set forth in the last sentence opposite the caption “Change in Law” above (which determination shall be consistently applied by the Determining Party across transactions similar to the Transaction and for counterparties similar to Counterparty).
	 	 
	Hedging Party:	For all applicable Additional Disruption Events, Dealer; provided that when making any determination or calculation as “Hedging Party” (but not, for the avoidance of doubt, the making of any election it is entitled to make as “Hedging Party”), Dealer shall be bound by the same obligations relating to required acts of the Calculation Agent as set forth in Section 1.40 of the Equity Definitions and this Confirmation as if the Hedging Party were the Calculation Agent.
	 	 
	Determining Party:	For all applicable Extraordinary Events, Dealer; provided that when making any determination or calculation as “Determining Party,” Dealer shall be bound by the same obligations relating to required acts of the Calculation Agent as set forth in Section 1.40 of the Equity Definitions and this Confirmation as if the Determining Party were the Calculation Agent.
	 	 
	Non-Reliance:	Applicable
	 	 
	Agreements and Acknowledgments	 
	Regarding Hedging Activities:	Applicable
	 	 
	Additional Acknowledgments:	Applicable
	 	 
	Hedging Adjustments:	For the avoidance of doubt, whenever the Determining Party or Calculation Agent is called upon or permitted to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event (other than, for the avoidance of doubt, any adjustment that is required to be made by reference to the Indenture), the Determining Party or Calculation Agent, as the case may be, shall make such adjustment by reference to the effect of such event on Dealer assuming that Dealer maintains a commercially reasonable hedge position.
	 	 
	4.    Calculation Agent.	Dealer, whose judgments, determinations and calculations shall be made in good faith and in a commercially reasonable
manner; provided that, following the occurrence and during the continuance of an Event of Default of the type described
in Section 5(a)(vii) of the Agreement with respect to which Dealer is the sole Defaulting Party, if the Calculation
Agent fails to timely make any calculation, adjustment or determination required to be made by the Calculation Agent hereunder
and such failure continues for five (5) Exchange Business Days following notice to the Calculation Agent by Counterparty
of such failure, Counterparty shall have the right to designate a nationally recognized third-party dealer in over-the-counter
corporate equity derivatives to act, during the period commencing on the date such Event of Default occurred and ending on the
Early Termination Date with respect to such Event of Default, as the Calculation Agent. Following any determination, adjustment
or calculation by the Calculation Agent hereunder, upon a request by Counterparty, the Calculation Agent shall promptly provide
to Counterparty by e-mail to the e-mail address provided by Counterparty in such request a report (in a commonly used file format
for the storage and manipulation of financial data) displaying in reasonable detail the basis for such determination, adjustment
or calculation (including any assumptions used in making such determination or calculation), it being understood that the Calculation
Agent shall not be obligated to disclose any proprietary models used by it for such determination or calculation or any information
that may be proprietary or confidential or subject to an obligation not to disclose such information.
	 	 







    14 


     


    

 




		5.	Account Details.



 


		(a)	Account for payments to Counterparty:





 


To be provided by Counterparty.


 


Account for delivery of Shares to Counterparty:


 


To be provided by Counterparty.


 


		(b)	Account for payments to Dealer:





 


[_____]


 


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:



 


Bentley Systems, Incorporated

685 Stockton Drive


Exton, Pennsylvania


	Attention:	David Hollister, Chief Financial Officer
	Telephone No.:	610-321-4617
	Email.:	david.hollister@bentley.com



 


with a copy to:


 


	Attention:	David Shaman, Chief Legal Officer and Secretary
	Telephone No.:	610-321-6317
	Email.:	david.shaman@bentley.com



 


		(b)	Address for notices or communications to Dealer:



 


[______]


 






    15 


     


    

 


		8.	Representations and Warranties of Counterparty.



 


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


 


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



 


		(b)	Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations
of Counterparty hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent
documents) of Counterparty, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental
authority or agency, or any agreement or instrument filed as an exhibit to Counterparty’s registration statement on Form S-1/A,
filed September 8, 2020, as updated by any subsequent filings, to which Counterparty or any of its subsidiaries is a party
or by which Counterparty or any of its subsidiaries is bound or to which Counterparty or any of its subsidiaries is subject, or
constitute a default under, or result in the creation of any lien under, any such agreement or instrument.



 


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



 


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



 


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



 


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



 


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



 






    16 


     


    

 


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



 


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



 


		(j)	On and immediately after
each of the Trade Date and the Premium Payment Date, (A) the value of the total assets of Counterparty is not less than the
total liabilities (including probable contingent liabilities) of Counterparty as they mature and become absolute, (B) the
capital of Counterparty is adequate to conduct the business of Counterparty and to enter into the Transaction, (C) Counterparty
has the ability to pay its debts and obligations as such debts mature, (D) 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 (E) 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).



 


		(k)	Counterparty acknowledges that the Transaction may constitute a purchase of its equity securities.
Counterparty further acknowledges that, pursuant to the provisions of the Coronavirus Aid, Relief and Economic Security Act (the
 “CARES Act”), the Counterparty would be required to agree to certain time-bound restrictions on its ability
to purchase its equity securities if it receives loans, loan guarantees or direct loans (as that term is defined in the CARES Act)
under section 4003(b) of the CARES Act. Counterparty further acknowledges that it may be required to agree to certain time-bound
restrictions on its ability to purchase its equity securities if it receives loans, loan guarantees or direct loans (as that term
is defined in the CARES Act) under programs or facilities established by the Board of Governors of the Federal Reserve System for
the purpose of providing liquidity to the financial system (together with loans, loan guarantees or direct loans under section
4003(b) of the CARES Act, “Governmental Financial Assistance”). Accordingly, Counterparty represents that
it has not applied for, and has no present intention to apply for, Governmental Financial Assistance under any governmental program
or facility that (a) is established under the CARES Act or the Federal Reserve Act, as amended, and (b) requires, as
a condition of such Governmental Financial Assistance, that the Counterparty 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.



 


		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; provided
that any such opinion of counsel may contain customary exceptions and qualifications. Delivery of such opinion to Dealer shall
be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer
under Section 2(a)(i) of the Agreement.



 






    17 


     


    


 


		(b)	Repurchase Notices. Counterparty shall, on or prior to the date one Scheduled Trading
Day immediately following any date on which Counterparty has effected any repurchase of Shares, promptly give Dealer a written
notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the number of outstanding
Shares as determined on such day is (i) less than 199.8 million (in the case of the first such notice) or (ii) thereafter
more than 37.6 million less than the number of Shares included in the immediately preceding Repurchase Notice; provided that,
with respect to any repurchase of Shares pursuant to a plan under Rule 10b5-1 under the Exchange Act, Counterparty may elect
to satisfy such requirement by promptly giving Dealer written notice of the entry into such plan, the maximum number of Shares
that may be repurchased thereunder and the approximate dates or periods during which such repurchases may occur (with such maximum
deemed repurchased on the date of such notice for purposes of this Section 9(b)). 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
hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including
without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith
with respect to the Transaction), claims, damages, judgments, liabilities and reasonable expenses (including reasonable attorney’s
fees), joint or several, which an Indemnified Person may become subject to, in each case, as a result of Counterparty’s failure
to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30
days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection
with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing.
If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted
against the Indemnified Person as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance
with this paragraph, such Indemnified Person shall promptly notify Counterparty in writing, and Counterparty, upon request of the
Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person
and any others Counterparty may designate in such proceeding and shall pay the reasonable 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.



 


		(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.



 






    	 	18	 



     


    

 


		(e)	Transfer or Assignment.



 


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



 


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



 


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



 


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



 


		(D)	Under the applicable law effective on or of the date of such transfer and assignment, (1) Dealer
will not, as a result of such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of
the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer
and assignment and (2) Dealer will not, as a result of such transfer and assignment, receive from the transferee on any payment
date an amount under Section 2(d)(i)(4) of the Agreement that is less than the amount that Dealer would have received
from Counterparty in the absence of such transfer and assignment;



 


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



 


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



 


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



 






    	 	19	 



     


    

 


		(ii)	Dealer may transfer or
assign all or any part of its rights or obligations under the Transaction (A) without Counterparty’s consent, 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) with Counterparty’s consent (not to be unreasonably withheld), to any person, or any person whose obligations would
be guaranteed by a person, in either case, with a long-term issuer rating equal to or better than the greater of (1) the credit
rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor
(“S&P”), or A3 by Moody’s Investor Service, Inc. (“Moody’s”) or, if
either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency
mutually agreed by Counterparty and Dealer; provided, that in the case of any transfer or assignment provided under
clause (A) or (B) above such transfer or assignment effected by Dealer shall not result in a deemed exchange from Counterparty’s
perspective within the meaning of Section 1001 of the Code; provided further that in the case of any transfer or assignment
provided under clause (A) or (B) above, (x) no Event of Default, Potential Event of Default or Termination Event
will occur as a result of such transfer and assignment and (y) (i) under the applicable law effective on or of the date
of such assignment, (1) Counterparty will not, as a result of such transfer or assignment, be required to pay the transferee
or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Counterparty
would have been required to pay to Dealer in the absence of such transfer or assignment and (2) Counterparty will not, as
a result of such transfer or assignment, receive from the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of
the Agreement that is less than the amount that Counterparty would have received from Dealer in the absence of such transfer or
assignment, (ii) the transferee or assignee shall provide Counterparty with a complete and accurate U.S. Internal Revenue
Service Form W-9 or W-8 (as applicable) prior to becoming a party to the Transaction and (iii) Dealer shall cause the
transferee or assignee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested
by Counterparty to permit Counterparty to determine that results described in clause (i) will not occur upon or after such
transfer and assignment. If at any time at which (A) the Section 16 Percentage exceeds 7.5%, (B) the Option Equity
Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition
described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its
commercially reasonable efforts to effect a transfer or assignment of Options to a third party on pricing terms reasonably acceptable
to Dealer and within a time period reasonably acceptable to Dealer such that no Excess Ownership Position exists, then Dealer may
designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated
Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Dealer
so designates an Early Termination Date with respect to a portion of the Transaction, a payment shall be made pursuant to Section 6
of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical
to the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (2) Counterparty
were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected
Transaction (and, for the avoidance of doubt, the provisions of Section 9(k) shall apply to any amount that is payable
by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). The “Section 16
Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of
Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial
ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13
of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13
of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under
Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number)
and (B) the denominator of which is the number of Shares outstanding on such day. The “Option Equity Percentage”
as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of
the Number of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other call option transaction
sold by Dealer to Counterparty, and (B) the denominator of which is the number of Shares outstanding. The “Share
Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated
with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory
order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable
Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a
relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable
Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting
or registration obligations (except for any filings of Form 13F, Schedule 13D or Schedule 13G under the Exchange Act as in
effect on the Trade Date) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person,
or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable
discretion, minus (B) 1% of the number of Shares outstanding.



 


		(iii)	Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing
Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from
Counterparty, Dealer may designate any of its affiliates 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.



 






    	 	20	 



     


    

 


		(f)	Staggered Settlement. If upon advice of counsel with respect to applicable legal
and regulatory requirements, including any requirements relating to Dealer’s 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 (the
first of which will be on or prior to such Nominal Settlement Date and the last of which will be no later than the fortieth (40th)
Exchange Business Day following such Nominal Settlement Date) and the number of Shares that it will deliver on each Staggered Settlement
Date;



 


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



 


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



 


		(g)	Dividends. If at any time during the period from and including the Effective Date,
to but excluding the Expiration Date, (i) an ex-dividend date for a regular quarterly cash dividend occurs with respect to
the Shares (an “Ex-Dividend Date”), and that dividend is less than the Regular Dividend on a per Share basis
or (ii) if no Ex-Dividend Date for a regular quarterly cash dividend occurs with respect to the Shares in any quarterly dividend
period of Counterparty, then the Calculation Agent will adjust the Cap Price to preserve the fair value of the Options after taking
into account such dividend or lack thereof. “Regular Dividend” shall mean USD 0.06 per Share per quarter. Upon
any adjustment to the Initial Dividend Threshold (as defined in the Indenture) for the Convertible Notes pursuant to the Indenture,
the Calculation Agent will make a corresponding adjustment to the Regular Dividend for the Transaction.



 


		(h)	Additional Termination Events.



 


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



 


		(A)	Counterparty shall, within five Scheduled Trading Days 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 the giving
of such Early Conversion Notice shall constitute an Additional Termination Event as provided in this clause (i);



 


		(B)	upon receipt of any such Early Conversion Notice, within a commercially reasonable period of time
thereafter, Dealer shall designate an Exchange Business Day as an Early Termination Date (which Exchange Business Day shall be
on or as promptly as reasonably practicable after 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]12 and (y) the Number
of Options as of the Conversion Date for such Early Conversion;



 






    	 	21	 



     


    

 


		(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; provided that the amount payable with respect to such termination shall not be greater than (1) the Applicable
Percentage, multiplied by (2) the Affected Number of Options, multiplied by (3) (x) the sum of (i) the
amount of cash paid (if any) to the Holder (as such term is defined in the Indenture) of an Affected Convertible Note upon conversion
of such Affected Convertible Note and (ii) the number of Shares delivered (if any) to the Holder (as such term is defined
in the Indenture) of an Affected Convertible Note upon conversion of such Affected Convertible Note (including any Shares deliverable
as the result an increase to the Conversion Rate (as such term is defined in the Indenture) pursuant to Section 5.07 of the
Indenture (if any)), multiplied by the fair market value of one Share as determined by the Calculation Agent, minus
(y) USD 1,000;



 


		(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 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.



 


		(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 7.01 of the Indenture that results in the Convertible Notes becoming or being declared due and
payable pursuant to the terms of the Indenture, then such 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.



 





 






12
Include in Additional Call Option Confirmation only.


13
Insert for Additional Call Option Confirmation.


 






    	 	22	 



     


    

 


		(iii)	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 Repurchase 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(h)(iii). Upon receipt of any
such Repayment Notice, within a commercially reasonable period of time thereafter, Dealer shall designate an Exchange Business
Day following receipt of such Repayment Notice as an Early Termination Date (which Exchange Business Day shall be on or as promptly
as reasonably practicable after the settlement date of the relevant Repayment Event) 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 will 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; provided that, in the event of a Repayment Event pursuant to Section 4.02 of the
Indenture or Section 4.03 of the Indenture, the amount payable with respect to such termination shall not be greater than
(x) the number of Repayment Options multiplied by (y) the product of (A) the Applicable Percentage and (B) the
excess of (I) the amount paid by the Counterparty per Convertible Note pursuant to the relevant sections of the Indenture
over (II) USD 1,000. “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) 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(h)(ii)), or (iv) any Convertible Notes are
exchanged by or for the benefit of the “Holders” (as 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 defined in the Indenture) or any combination thereof) pursuant to the terms of the Indenture shall not constitute a Repayment
Event.



 


		(i)	Amendments to Equity Definitions.



 


		(i)	Section 11.2(e)(v) of the Equity Definitions is hereby amended by adding the phrase “;
provided that, notwithstanding this Section 11.2(e)(v), the parties hereto agree that, with respect to the Transaction,
the following repurchases of Shares by the Issuer shall not be considered Potential Adjustment Events: any (1) open market
Share repurchase at prevailing market prices, (2) Share repurchase through a dealer pursuant to accelerated share repurchases,
forward contracts or similar transactions that is entered into at prevailing market prices and in accordance with customary market
terms for transactions of such type to repurchase the Shares (including, without limitation, any discount to average VWAP prices),
(3) any reacquisition of Shares pursuant to Counterparty’s employee incentive plans in connection with the related equity
transactions, or Counterparty’s withholding of Shares to cover tax liabilities associated with such equity transactions,
so long as, in the case of each of clause (1) and clause (2), such repurchase or transaction would not exceed 20% of the number
of Shares outstanding as of the Trade Date, as determined by the Calculation Agent” at the end of such Section.



 





 






14
Insert for Additional Call Option Confirmation.


 






    	 	23	 



     


    

 


		(ii)	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, as a result of a corporate event involving the Issuer” at the end of the sentence.



 


		(iii)	Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%”
with “20%” in the third line thereof and by replacing all references to “voting shares” therein with “Shares”.



 


		(iv)	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”.



 


		(v)	Section 12.9(b)(i) of
the Equity Definitions is hereby amended by replacing “either party may elect” with “Dealer may elect or, if
Counterparty represents to Dealer in writing at the time of such election that (i) it is not aware of any material nonpublic
information with respect to Counterparty or the Shares and (ii) it is not making such election as part of a plan or
scheme to evade compliance with the U.S. federal securities laws, Counterparty may elect.”



 


		(vi)	Section 12.9(b)(vi) of the Equity Definitions is hereby amended by adding the phrase
 “, provided that in connection with any election by the Non-Hedging Party to terminate the Transaction,
it acknowledges to Dealer, as of the date of such election, its responsibilities under applicable securities laws, and in particular
Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder” at the end
of subsection (C).



 


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



 


		(k)	Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events.
If (a) an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated
with respect to the Transaction or (b) the Transaction is cancelled or terminated upon the occurrence of an Extraordinary
Event (except as a result of (i) a Nationalization, Insolvency or Merger Event in which the consideration to be paid
to holders of Shares consists solely of cash, (ii) 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 5:00 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 and (b) Counterparty
remakes the representation set forth in Section 8(f) as of the date of such election.



 






    	 	24	 



     


    

 


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

 


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




 


	Share Termination Unit Price:	The value 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.




 


	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.




 






    	 	25	 



     


    

 


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



 


		(m)	Registration. Counterparty hereby agrees that if, in the good faith reasonable judgment
of Dealer, based on the advice of counsel, the Shares (“Hedge Shares”) acquired by Dealer for the purpose of
hedging its obligations pursuant to the Transaction cannot be sold in the public market by Dealer without registration under the
Securities Act, Counterparty shall, at its election, either (i) in order to allow Dealer to sell the Hedge Shares in a registered
offering, make available to Dealer an effective registration statement under the Securities Act and enter into an agreement, in
form and substance satisfactory to Dealer, substantially in the form of an underwriting agreement for a registered secondary offering
of similar size; 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, Counterparty will use its best efforts to enter into a private
placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities
of similar size, in form and substance satisfactory to Dealer (in which case, the Calculation Agent shall make any adjustments
to the terms of the Transaction that are necessary, in its reasonable judgment, to compensate Dealer for any discount from the
public market price of the Shares incurred on the sale of Hedge Shares in a private placement of similar size), 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),
requested by Dealer.



 


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



 


		(o)	Right to Extend. 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, based on the advice of counsel in the
case of clause (ii) below, that such action is reasonably necessary or appropriate (i) to preserve Dealer’s hedging
or hedge unwind activity hereunder in light of existing liquidity conditions (but only if there is a material decrease in liquidity
relative to Dealer’s expectations on the Trade Date) or (ii) to enable Dealer to effect purchases of Shares in connection
with its 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 (x) such policies and procedures have been adopted by Dealer
in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner and (y) each postponement
or addition hereunder as a result of any self-regulatory requirements, policies or procedures described in clause (ii) above
shall be effected in respect of a whole date only; provided further 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 original Valid Day or other date of valuation, payment
or delivery, as the case may be.



 


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



 






    	 	26	 



     


    

 


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



 


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



 


		(i)	promptly following the public announcement of the results of any election by the holders of Shares
with respect to the consideration due upon consummation of any Merger Event, Counterparty shall give Dealer written notice of the
weighted average of the types and amounts of consideration 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 any event at least
one Exchange Business Day prior to the relevant Adjustment Notice Deadline) 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 (other than a Potential Adjustment in respect of the Dilution Adjustment Provisions set forth in
Section 5.05(A)(ii) or Section 5.05(A)(iv) of the Indenture) or Merger Event and (B) promptly following
any such adjustment, Counterparty shall give Dealer written notice of the details of such adjustment. The “Adjustment
Notice Deadline” means (i) for any Potential Adjustment in respect of the Dilution Adjustment Provision set forth
in Section 5.05(A)(i)of the Indenture, the relevant Ex-Dividend Date (as such term is defined in the Indenture) or Effective
Date (as such term is defined in the Indenture), as the case may be, (ii) for any Potential Adjustment in respect of the Dilution
Adjustment Provision in the first formula set forth in Section 5.05(A)(iii) of the Indenture, the first Trading Day (as
such term is defined in the Indenture) of the period referred to in the definition of “SP” in such formula, (iii) for
any Potential Adjustment in respect of the Dilution Adjustment Provision in the second formula set forth in Section 5.05(A)(iii) of
the Indenture, the first Trading Day (as such term is defined in the Indenture) of the Spin-Off Valuation Period (as such term
is defined in the Indenture), (iv) for any Potential Adjustment in respect of the Dilution Adjustment Provision set forth
in Section 5.05(A)(v) of the Indenture, the first Trading Day (as such term is defined in the Indenture) of the period
referred to in the definition of “SP’” in the formula in such Section, and (v) for any Merger Event, the
effective date of such Merger Event (or, if earlier, the first day of any valuation or similar period in respect of such Merger
Event).



 


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



 






    	 	27	 



     


    

 


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



 


		(u)	Early Unwind. In the event the sale of the [“Initial Securities”][“Option
Securities”] (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of January 21,
2021, among Counterparty and BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the Initial
Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Initial Purchasers for any
reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case
by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium
Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the
 “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and
obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be
released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations
or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after
the Early Unwind Date. Each of Dealer and Counterparty represents and acknowledges to the other that, upon an Early Unwind, all
obligations with respect to the Transaction shall be deemed fully and finally discharged.



 


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



 


		(w)	Other Adjustments
Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in this Confirmation, solely for the purpose
of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger Event” and “Tender Offer”
shall each have the meanings assigned to such term in the Equity Definitions (as amended by Section 9(i) above), and
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, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent shall determine
whether such occurrence or declaration, as applicable, has had a material economic effect on the Transaction and, if so, shall,
adjust the Cap Price to preserve the fair value of the Options (taking into account, for the avoidance of doubt, such economic
effect on both the Strike Price and Cap Price); provided that in no event shall the Cap Price be less than the Strike Price;
provided, further that solely in the case of a Potential Adjustment Event pursuant Section 11.2(e)(i), (ii)(A) or
(iv), no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity
relative to the relevant Shares.



 


		(x)	Tax Matters.



 


		(i)	Withholding Tax Imposed on Payments to Non-U.S. Counterparties under the United States Foreign
Account Tax Compliance Provisions of the HIRE Act. “Indemnifiable Tax,” as defined in Section 14 of
the Agreement, shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of
the 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 (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax
is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of the
Agreement.



 






    	 	28	 



     


    

 


		(ii)	HIRE Act. “Indemnifiable
Tax”, as defined in Section 14 of the Agreement, shall not include any tax imposed on payments treated as dividends
from sources within the United States under Section 871(m) of the Code or any regulations issued thereunder. For the
avoidance of doubt, any such tax imposed under Section 871(m) of the Code is a Tax the deduction or withholding of which
is required by applicable law for the purposes of Section 2(d) of the Agreement.



 


		(iii)	Tax Documentation. For the
purpose of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid U.S. Internal
Revenue Service Form [W-9]15, or any successor thereto, and Counterparty shall provide to Dealer a valid U.S.
Internal Revenue Service Form W-9, or any successor thereto, or if Counterparty is an entity disregarded as separate from
its owner for U.S. federal income tax purposes, Counterparty agrees to deliver or cause to be delivered a valid U.S. Internal
Revenue Service Form W-9, or any successor thereto, of such owner. In each case, such tax form shall be completed accurately
and in a manner reasonably acceptable to the other party and shall be delivered (i) on or before the date of execution of
this Confirmation and (ii) promptly upon learning that any such tax form previously provided by it has become obsolete or
incorrect. Additionally, each party shall, promptly upon request by the other party, provide such other tax forms and documents
reasonably requested by the other party.



 


		(iv)	Payor Tax Representations. For the purpose of Section 3(e) of the Agreement, each
party makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax
from any payment (other than interest under Section 9(h) of the Agreement or amounts payable hereunder that are considered
to be interest for U.S. federal income tax purposes) to be made by it to the other party under the Agreement. In making this representation,
it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 9(x)(iv) of this
Confirmation, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Agreement
and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of
the Agreement, (iii) the satisfaction of the agreement of the other party contained in Section 9(x)(iv)(C) of this
Confirmation and (iv) the documentation provided by Counterparty pursuant to Section 9(x)(ii) of this Confirmation,
except that in no event may a Payee’s claim of material prejudice to its legal or commercial position excuse Payee from providing
a form or document under Section 4(a)(iii) of the Agreement.



 


		(v)	Payee Tax Representations.



 


		(A)	Counterparty is (i)(x) a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of
United States Treasury Regulations) for U.S. federal income tax purposes and (y) an exempt recipient under United States Treasury
Regulation Section 1.6049-4(c)(1)(ii) or (ii) disregarded as an entity separate from its owner for U.S. federal
income tax purposes. For the avoidance of doubt, if Counterparty is or becomes a disregarded entity for U.S. federal income tax
purposes, as described in clause (ii) of the preceding sentence, the representations contained in clause (i) of the preceding
sentence shall be deemed to be made in respect of such owner.



 





 






15
To be modified for Dealers as appropriate.


 






    	 	29	 



     


    

 


		(B)	[Dealer is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of
United States Treasury Regulations) for U.S. federal income tax purposes and an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii).]16



 


		(C)	Each party agrees to give notice of any failure of a representation made by it under this Section 9(x)(iv) to
be accurate and true promptly upon learning of such failure



 


		(y)	Counterparts. This Confirmation may be executed in several counterparts, each of
which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed
signature page by facsimile or electronic transmission (e.g. “pdf” or “tif”), or any electronic signature
complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law, e.g., www.docusign.com,
shall be effective as delivery of a manually executed counterpart hereof.



 


		(z)	[Conduct Rules. Each of Dealer and Counterparty 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.



 


		(aa)	Risk Disclosure Statement. Counterparty represents and warrants that it has received,
read and understands the OTC Options Risk Disclosure Statement and a copy of the most recent disclosure pamphlet prepared by The
Options Clearing Corporation entitled “Characteristics and Risks of Standardized Options”.]17



 


		(bb)	[Insert any Dealer Agency Language][Reserved].



 


		(cc)	[U.S. Resolution
Stay Protocol. The parties acknowledge and agree that (i) to the extent that prior to the date hereof both
parties have adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”), the terms of the Protocol
are incorporated into and form a part of the Agreement, and for such purposes the Agreement shall be deemed a Protocol Covered
Agreement, Dealer shall be deemed a Regulated Entity and Counterparty shall be deemed an Adhering Party; (ii) to the extent
that prior to the date hereof the parties have executed a separate agreement the effect of which is to amend the qualified financial
contracts between them to conform with the requirements of the QFC Stay Rules (the “Bilateral Agreement”),
the terms of the Bilateral Agreement are incorporated into and form a part of the Agreement, and for such purposes the Agreement
shall be deemed a Covered Agreement, Dealer shall be deemed a Covered Entity and Counterparty shall be deemed a Counterparty Entity;
or (iii) if clause (i) and clause (ii) do not apply, the terms of Section 1 and Section 2 and the related
defined terms (together, the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length
Omnibus (for use between U.S. G-SIBs and Corporate Groups)” published by ISDA on November 2, 2018 (currently available
on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org and, a copy of which is available upon request), the effect
of which is to amend the qualified financial contracts between the parties thereto to conform with the requirements of the QFC
Stay Rules, are hereby incorporated into and form a part of the Agreement, and for such purposes the Agreement shall be deemed
a “Covered Agreement,” Dealer shall be deemed a “Covered Entity” and Counterparty shall be deemed a “Counterparty
Entity.” In the event that, after the date of the Agreement, both parties hereto become adhering parties to the Protocol,
the terms of the Protocol will replace the terms of this paragraph. In the event of any inconsistencies between the Agreement and
the terms of the Protocol, the Bilateral Agreement or the Bilateral Terms (each, the “QFC Stay Terms”), as applicable,
the QFC Stay Terms will govern. Terms used in this paragraph without definition shall have the meanings assigned to them under
the QFC Stay Rules. For purposes of this paragraph, references to “the Agreement” include any related credit enhancements
entered into between the parties or provided by one to the other. In addition, the parties agree that the terms of this paragraph
shall be incorporated into any related covered affiliate credit enhancements, with all references to Dealer replaced by references
to the covered affiliate support provider. “QFC Stay Rules” means the regulations codified at 12 C.F.R. 252.2,
252.81–8, 12 C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which, subject to limited exceptions, require an express recognition of
the stay-and-transfer powers of the FDIC under the Federal Deposit Insurance Act and the Orderly Liquidation Authority under Title
II of the Dodd Frank Wall Street Reform and Consumer Protection Act and the override of default rights related directly or indirectly
to the entry of an affiliate into certain insolvency proceedings and any restrictions on the transfer of any covered affiliate
credit enhancements.]18



 


		(dd)	[Insert Other Regulatory Boilerplate]



 





 






16
To be modified for Dealer as appropriate.


17
Insert if applicable to Dealer. 


18 Update as necessary.


 






    	 	30	 



     


    

 


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:


 


Accepted and confirmed

as of the Trade Date:


 


	BENTLEY SYSTEMS, INCORPORATED
	 
	 
	By:	                            	 
	Name:
	Title:


 


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