Exhibit 4.1


 


Execution
Version


 





 



 





 



 


Bentley
Systems, Incorporated


 


and


 


Wilmington
Trust, National Association


 


as Trustee


 





 



 


INDENTURE


 


Dated as of January 26, 2021


 





 



 


0.125% Convertible Senior Notes due 2026


 





 



 





 



 






    


     


    

 





	 	TABLE OF CONTENTS	 
	 	 	 
	 	 	 	Page
	 	 	 	 
	Article 1.     Definitions; Rules of Construction


	1
	 	 	 
	 	Section 1.01.	Definitions	1
	 	Section 1.02.	Other Definitions	13
	 	Section 1.03.	Rules of Construction	14
	 	 	 	 
	Article 2.     The Notes


	15
	 	 	 
	 	Section 2.01.	Form, Dating and Denominations	15
	 	Section 2.02.	Execution, Authentication and Delivery	15
	 	Section 2.03.	Initial Notes and Additional Notes	16
	 	Section 2.04.	Method of Payment	16
	 	Section 2.05.	Accrual of Interest; Defaulted Amounts; When Payment Date is Not a Business Day	17
	 	Section 2.06.	Registrar, Paying Agent and Conversion Agent	18
	 	Section 2.07.	Paying Agent and Conversion Agent to Hold Property in Trust	19
	 	Section 2.08.	Holder Lists	19
	 	Section 2.09.	Legends	19
	 	Section 2.10.	Transfers and Exchanges; Certain Transfer Restrictions	20
	 	Section 2.11.	Exchange and Cancellation of Notes to Be Converted, Redeemed or Repurchased	25
	 	Section 2.12.	Removal of Transfer Restrictions	26
	 	Section 2.13.	Replacement Notes	26
	 	Section 2.14.	Registered Holders; Certain Rights with Respect to Global Notes	27
	 	Section 2.15.	Cancellation	27
	 	Section 2.16.	Notes Held by the Company or its Affiliates	27
	 	Section 2.17.	Temporary Notes	27
	 	Section 2.18.	Outstanding Notes	28
	 	Section 2.19.	Repurchases by the Company	29
	 	Section 2.20.	CUSIP Numbers	29
	 	 	 	 
	Article 3.     Covenants


	29
	 	 	 
	 	Section 3.01.	Payment on Notes	29
	 	Section 3.02.	Exchange Act Reports	29
	 	Section 3.03.	Rule 144A Information	30
	 	Section 3.04.	Additional Interest	30
	 	Section 3.05.	Compliance and Default Certificates	31
	 	Section 3.06.	Stay, Extension and Usury Laws	31
	 	Section 3.07.	[reserved]	32
	 	Section 3.08.	Acquisition of Notes by the Company and its Affiliates	32
	 	 	 	 
	Article 4.     Repurchase and Redemption


	32
	 	 	 
	 	Section 4.01.	No Sinking Fund	32
	 	Section 4.02.	Right of Holders to Require the Company to Repurchase Notes upon a Fundamental Change	32



 






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	 	Section 4.03.	Right of the Company to Redeem the Notes	37
	 	 	 	 
	Article 5.     Conversion


	39
	 	 	 
	 	Section 5.01.	Right to Convert	39
	 	Section 5.02.	Conversion Procedures	44
	 	Section 5.03.	Settlement upon Conversion	45
	 	Section 5.04.	Reserve and Status of Common Stock Issued upon Conversion	49
	 	Section 5.05.	Adjustments to the Conversion Rate	50
	 	Section 5.06.	Voluntary Adjustments	61
	 	Section 5.07.	Adjustments to the Conversion Rate in Connection with a Make-Whole Fundamental Change	61
	 	Section 5.08.	Exchange in Lieu of Conversion	62
	 	Section 5.09.	Effect of Common Stock Change Event	63
	 	Section 5.10.	Responsibility of Trustee and Conversion Agent	65
	 	 	 	 
	Article 6.     Successors


	66
	 	 	 
	 	Section 6.01.	When the Company May Merge, Etc.	66
	 	Section 6.02.	Successor Entity Substituted	66
	 	 	 	 
	Article 7.     Defaults and Remedies


	67
	 	 	 
	 	Section 7.01.	Events of Default	67
	 	Section 7.02.	Acceleration	69
	 	Section 7.03.	Sole Remedy for a Failure to Report	69
	 	Section 7.04.	Other Remedies	70
	 	Section 7.05.	Waiver of Past Defaults	70
	 	Section 7.06.	Control by Majority	71
	 	Section 7.07.	Limitation on Suits	71
	 	Section 7.08.	Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and Conversion Consideration	72
	 	Section 7.09.	Collection Suit by Trustee	72
	 	Section 7.10.	Trustee May File Proofs of Claim	72
	 	Section 7.11.	Priorities	73
	 	Section 7.12.	Undertaking for Costs	73
	 	Section 7.13.	Restoration of Rights	73
	 	 	 	 
	Article 8.     Amendments, Supplements and Waivers


	74
	 	 	 
	 	Section 8.01.	Without the Consent of Holders	74
	 	Section 8.02.	With the Consent of Holders	75
	 	Section 8.03.	Notice of Amendments, Supplements and Waivers	76
	 	Section 8.04.	Revocation, Effect and Solicitation of Consents; Special Record Dates; Etc.	76
	 	Section 8.05.	Notations and Exchanges	76
	 	Section 8.06.	Trustee to Execute Supplemental Indentures	77
	 	 	 	 
	Article 9.     Satisfaction and Discharge


	77
	 	 	 
	 	Section 9.01.	Termination of Company’s Obligations	77



 






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	 	Section 9.02.	Repayment to Company	78
	 	Section 9.03.	Reinstatement	78
	 	 	 	 
	Article 10.   Trustee


	78
	 	 	 
	 	Section 10.01.	Duties of the Trustee	78
	 	Section 10.02.	Rights of the Trustee	79
	 	Section 10.03.	Individual Rights of the Trustee	81
	 	Section 10.04.	Trustee’s Disclaimer	81
	 	Section 10.05.	Notice of Defaults	81
	 	Section 10.06.	Compensation and Indemnity	81
	 	Section 10.07.	Replacement of the Trustee	82
	 	Section 10.08.	Successor Trustee by Merger, Etc.	83
	 	Section 10.09.	Eligibility; Disqualification	83
	 	 	 	 
	Article 11.   Miscellaneous


	84
	 	 	 
	 	Section 11.01.	Notices	84
	 	Section 11.02.	Delivery of Officer’s Certificate and Opinion of Counsel as to Conditions Precedent	86
	 	Section 11.03.	Statements Required in Officer’s Certificate and Opinion of Counsel	86
	 	Section 11.04.	Rules by the Trustee, the Registrar and the Paying Agent	86
	 	Section 11.05.	No Personal Liability of Directors, Officers, Employees and Stockholders	86
	 	Section 11.06.	No Stockholder Rights for Holders	87
	 	Section 11.07.	Governing Law; Waiver of Jury Trial	87
	 	Section 11.08.	Submission to Jurisdiction	87
	 	Section 11.09.	No Adverse Interpretation of Other Agreements	87
	 	Section 11.10.	Successors	87
	 	Section 11.11.	Force Majeure	87
	 	Section 11.12.	U.S.A. PATRIOT Act	88
	 	Section 11.13.	Calculations	88
	 	Section 11.14.	Severability; Entire Agreement	88
	 	Section 11.15.	Counterparts	88
	 	Section 11.16.	Table of Contents, Headings, Etc.	89
	 	Section 11.17.	Withholding Taxes	89



 


	Exhibits	 
	Exhibit A: Form of Note	     A-1
	Exhibit B-1: Form of Restricted Note Legend	     B1-1
	Exhibit B-2: Form of Global Note Legend	     B2-1
	Exhibit B-3: Form of Non-Affiliate Legend	     B3-1


 






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INDENTURE, dated
as of January 26, 2021, between Bentley Systems, Incorporated, a Delaware corporation, as issuer (the “Company”),
and Wilmington Trust, National Association, as trustee (the “Trustee”).


 


Each party to this
Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the
Holders (as defined below) of the Company’s 0.125% Convertible Senior Notes due 2026 (the “Notes”).


 


Article 1.     Definitions;
Rules of Construction


 


Section 1.01.     Definitions.


 


“Additional
Interest” means any interest that accrues on any Note pursuant to Section 3.04.


 


“Affiliate”
has the meaning set forth in Rule 144 as in effect on the Issue Date.


 


“Authorized
Denomination” means, with respect to a Note, a minimum principal amount thereof equal to $1,000 or any integral multiple
of $1,000 in excess thereof.


 


“Bankruptcy
Law” means Title 11, United States Code, or any similar U.S. federal or state or non-U.S. law for the relief of debtors.


 


“Bid Solicitation
Agent” means the Person who is required to obtain bids for the Trading Price in accordance with Section 5.01(C)(i)(2) and
the definition of “Trading Price.” The initial Bid Solicitation Agent on the Issue Date will be the Company; provided,
however, that the Company may appoint any other Person (including any of the Company’s Subsidiaries) to be the Bid
Solicitation Agent at any time after the Issue Date without prior notice.


 


“Board of
Directors” means the board of directors of the Company or a committee of such board duly authorized to act on behalf
of such board.


 


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


 


“Capital Stock”
of any Person means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or other
equivalents of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into
such equity.


 


“Close of
Business” means 5:00 p.m., New York City time.


 


“Common Stock”
means the Class B common stock, par value $0.01 per share, of the Company, subject to Section 5.09.


 






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“Common Equity”
of any Person means capital stock of such Person that is generally entitled (i) to vote in the election of directors of such
Person or (ii) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body,
partners, managers or others that will control the management or policies of such Person.


 


“Common Stock
Purchase Agreement” means that certain Common Stock Purchase Agreement, dated September 23, 2016, by and among the
Company, Siemens AG and the other parties listed on the signature pages thereto, as such agreement may be amended from time
to time.


 


“Company”
means the Person named as such in the first paragraph of this Indenture and, subject to Article 6, its successors and
assigns.


 


“Company Order”
means a written request or order signed on behalf of the Company by one (1) of its Officers and delivered to the Trustee.


 


“Conversion
Date” means, with respect to a Note, the first Business Day on which the requirements set forth in Section 5.02(A) to
convert such Note are satisfied, subject to the proviso included in Section 5.03(C).


 


“Conversion
Price” means, as of any time, an amount equal to (A) one thousand dollars ($1,000) divided by (B) the
Conversion Rate in effect at such time.


 


“Conversion
Rate” initially means 15.5925 shares of Common Stock per $1,000 principal amount of Notes; provided, however,
that the Conversion Rate is subject to adjustment pursuant to Article 5; provided, further, that whenever
this Indenture refers to the Conversion Rate as of a particular date without setting forth a particular time on such date, such
reference will be deemed to be to the Conversion Rate immediately after the Close of Business on such date.


 


“Conversion
Share” means any share of Common Stock issued or issuable upon conversion of any Note.


 


“Corporate
Trust Office” means the office of the Trustee or a Note Agent, as applicable, at which, at any particular time, its corporate
trust business in respect of this Indenture is administered, which office as of the Issue Date is located at Wilmington Trust,
National Association, 50 South Sixth Street, Suite 1290, Minneapolis, MN 55402, Attn: – Bentley Systems, Incorporated,
Administrator, or the principal corporate trust office of any successor Trustee or Note Agent, as applicable (or such other address
as such successor Trustee or Note Agent, as applicable, may designate from time to time by notice to the Holders and the Company).


 


“Daily Cash
Amount” means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount;
and (B) the Daily Conversion Value for such VWAP Trading Day.


 


“Daily Conversion
Value” means, with respect to any VWAP Trading Day, one-fortieth (1/40th) of the product of (A) the Conversion Rate
on such VWAP Trading Day; and (B) the Daily VWAP per share of Common Stock on such VWAP Trading Day.


 






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“Daily Maximum
Cash Amount” means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified
Dollar Amount applicable to such conversion by (B) forty (40).


 


“Daily Share
Amount” means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of
the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for
such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily
Conversion Value does not exceed such Daily Maximum Cash Amount.


 


“Daily VWAP”
means, for any VWAP Trading Day, the per share volume-weighted average price of the Common Stock as displayed under the heading
 “Bloomberg VWAP” on Bloomberg page “BSY <EQUITY> AQR” (or, if such page is not available,
its equivalent successor page) in respect of the period from the scheduled open of trading until the scheduled close of trading
of the primary trading session on such VWAP Trading Day (or, if such volume-weighted average price is unavailable, the market value
of one share of Common Stock on such VWAP Trading Day, determined, using a volume-weighted average price method, by a nationally
recognized independent investment banking firm selected by the Company, which may include any of the Initial Purchasers). The Daily
VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session.


 


“De-Legending
Deadline Date” means, with respect to any Note, the fifteenth (15th) day after the Free Trade Date of such Note; provided,
however, that if such fifteenth (15th) day is after a Regular Record Date and on or before the next Interest Payment Date,
then the De-Legending Deadline Date for such Note will instead be the Business Day immediately after such Interest Payment Date.


 


“Default”
means any event that is (or, after notice, passage of time or both, would be) an Event of Default.


 


“Default Settlement
Method” means, initially, Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount
of Notes; provided, however, that (x) the Company may, from time to time, change the Default Settlement Method
by sending written notice of the new Default Settlement Method to the Holders, the Trustee and the Conversion Agent (if other than
the Trustee) (it being understood that no such change will affect any Settlement Method theretofore elected (or deemed to be elected)
with respect to any Note pursuant to this Indenture); and (y) the Default Settlement Method will be subject to Section 5.03(A)(ii).


 


“Deferral
Exception” means the ability to defer adjustments to the Conversion Rate as forth in Section 5.05(K).


 


“Depositary”
means The Depository Trust Company or its successor.


 


“Depositary
Participant” means any member of, or participant in, the Depositary.


 






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“Depositary
Procedures” means, with respect to any conversion, transfer, exchange or transaction involving a Global Note or any beneficial
interest therein, the rules and procedures of the Depositary applicable to such conversion, transfer, exchange or transaction.


 


“Effective
Date”, in relation to a stock split or stock combination, means the first date on which the shares of Common Stock trade
on the Relevant Stock Exchange, regular way, reflecting the relevant stock split or stock combination, as applicable.


 


“Ex-Dividend
Date” means, with respect to an issuance, dividend or distribution on the Common Stock, the first date on which shares
of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance,
dividend or distribution (including pursuant to due bills or similar arrangements required by the Relevant Stock Exchange). For
the avoidance of doubt, any alternative trading convention on the applicable exchange or market in respect of the Common Stock
under a separate ticker symbol or CUSIP number will not be considered “regular way” for this purpose.


 


“Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended.


 


“Exempted
Fundamental Change” means any Fundamental Change with respect to which, in accordance with Section 4.02(I),
the Company does not offer to repurchase any Notes.


 


“Final Offering
Memorandum” means the final offering memorandum, dated January 21, 2021, relating to the offering and sale of the
Notes.


 


“Free Trade
Date” means, with respect to any Note, the date that is one (1) year after the Last Original Issue Date of such
Note.


 


“Freely Tradable”
means, with respect to any Note, that such Note would be eligible to be offered, sold or otherwise transferred pursuant to Rule 144
or otherwise if held by a Person that is not an Affiliate of the Company, and that has not been an Affiliate of the Company during
the immediately preceding three (3) months, without any requirements as to volume, manner of sale, availability of current
public information or notice under the Securities Act (except that, during the six (6) month period beginning on, and including,
the date that is six (6) months after the Last Original Issue Date of such Note, any such requirement as to the availability
of current public information will be disregarded if the same is satisfied at that time); provided, however, that
from and after the Free Trade Date of such Note, such Note will not be “Freely Tradable” unless such Note (x) is
not identified by a “restricted” CUSIP or ISIN number; and (y) is not represented by any certificate that bears
the Restricted Note Legend. For the avoidance of doubt, (i) whether a Note is deemed to be identified by a “restricted”
CUSIP or ISIN number or to bear the Restricted Note Legend is subject to Section 2.12; and (ii) the fact that
a Note is identified by a CUSIP number but not an ISIN number will not, in itself, cause such Note to be deemed not to be Freely
Tradable.


 






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“Fundamental
Change” means any of the following events:


 


(A)           (i) a
 “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (other than
the Company or the Company’s Wholly-Owned Subsidiaries or any employee benefit plan of the Company or the Company’s
Wholly-Owned Subsidiaries or any Permitted Holder) has become the direct or indirect “beneficial owner” of (x) the
Company’s Common Equity representing more than fifty percent (50%) of the voting power of all of the Company’s then-outstanding
Common Equity or (y) issued and outstanding shares of Common Stock representing more than fifty percent (50%) of all of the
Company’s then-outstanding Common Stock or (ii) a Permitted Holder, or a “group” (within the meaning of
Section 13(d)(3) of the Exchange Act) (other than the Company or the Company’s Wholly-Owned Subsidiaries or any
employee benefit plan of the Company or the Company’s Wholly-Owned Subsidiaries) that includes one or more Permitted Holders,
has become the direct or indirect “beneficial owner” of issued and outstanding shares of Common Stock representing
more than seventy-five percent (75%) of all then-outstanding Common Stock (excluding, for purposes of such calculation, any shares
of Common Stock acquired or received by such “person” or “group” (within the meaning of Section 13(d)(3) of
the Exchange Act) after the date of the Final Offering Memorandum in an issuance approved by the Board of Directors (including,
without limitation, pursuant to any executive compensation and/or employee benefit plan));


 


(B)           the
consummation of (i) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially
all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person (other than one or more of the Company’s
Wholly-Owned Subsidiaries); or (ii) any transaction or series of related transactions in connection with which (whether by
means of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise)
all of the Common Stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, stock, other
securities, cash or other property or assets; provided, however, that a transaction described in clause (ii) above
pursuant to which the Persons that directly or indirectly “beneficially owned” (as defined below) all classes of the
Company’s Common Equity immediately before such transaction directly or indirectly “beneficially own,” immediately
after such transaction, more than fifty percent (50%) of all classes of Common Equity of the surviving, continuing or acquiring
company or other transferee, as applicable, or the parent thereof, in substantially the same proportions vis-à-vis each
other as immediately before such transaction will be deemed not to be a Fundamental Change pursuant to this clause (B);


 


(C)           the
Company’s stockholders approve any plan or proposal for the liquidation or dissolution of the Company; or


 


(D)          the
Common Stock ceases to be listed on any of The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange
(or any of their respective successors);


 


provided, however, that a
transaction or event described in clause (A) or (B) above will not constitute a Fundamental Change if at
least ninety percent (90%) of the consideration received or to be received by the holders of Common Stock (excluding cash payments
for fractional shares or pursuant to dissenters rights), in connection with such transaction or event, consists of shares of common
stock or other corporate Common Equity interests (or depositary receipts representing shares of such common stock or other corporate
Common Equity interests, which depositary receipts are listed) listed on any of The Nasdaq Global Select Market, The Nasdaq Global
Market or The New York Stock Exchange (or any of their respective successors), or that will be so listed when issued or exchanged
in connection with such transaction or event, and such transaction or event constitutes a Common Stock Change Event whose Reference
Property consists of such consideration.


 






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For the purposes of
this definition, (x) any transaction or event described in both clause (A) and in clause (B)(i) or
(ii) above (without regard to the proviso in clause (B)) will be deemed to occur solely pursuant to clause
(B) above (subject to such proviso); and (y) whether a Person is a “beneficial owner” and whether
shares are “beneficially owned” will be determined in accordance with Rule 13d-3 under the Exchange Act.


 


“Fundamental
Change Repurchase Date” means the date fixed for the repurchase of any Notes by the Company pursuant to a Repurchase
Upon Fundamental Change, subject to Section 4.02(C).


 


“Fundamental
Change Repurchase Notice” means a notice (including a notice substantially in the form of the “Fundamental Change
Repurchase Notice” set forth in Exhibit A) containing the information, or otherwise complying with the requirements,
set forth in Section 4.02(F)(i) and Section 4.02(F)(ii).


 


“Fundamental
Change Repurchase Price” means the cash price payable by the Company to repurchase any Note upon its Repurchase Upon
Fundamental Change, calculated pursuant to Section 4.02(D).


 


“Global Note”
means a Note that is represented by a certificate substantially in the form set forth in Exhibit A, registered in the
name of the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee, and deposited with the Trustee,
as custodian for the Depositary or its nominee.


 


“Global Note
Legend” means a legend substantially in the form set forth in Exhibit B-2.


 


“Holder”
means a person in whose name a Note is registered in the Register.


 


“Indenture”
means this Indenture, as amended or supplemented from time to time.


 


“Initial Dividend
Threshold” means $0.06 per share of Common Stock.


 


“Initial Purchasers”
means BofA Securities, Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, PNC
Capital Markets LLC, TD Securities (USA) LLC and HSBC Securities (USA) Inc.


 


“Interest
Payment Date” means, with respect to a Note, each January 15 and July 15 of each year, commencing on July 15,
2021 (or commencing on such other date specified in the certificate representing such Note). For the avoidance of doubt, the Maturity
Date is an Interest Payment Date.


 


“Issue Date”
means January 26, 2021.


 






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“Last Original
Issue Date” means (A) with respect to any Notes issued pursuant to the Purchase Agreement, and any Notes issued
in exchange therefor or in substitution thereof, the Issue Date; and (B) with respect to any Notes issued pursuant to Section 2.03(B),
and any Notes issued in exchange therefor or in substitution thereof, either (i) the later of (x) the date such Notes
are originally issued and (y) the last date any Notes are originally issued as part of the same offering pursuant to the exercise
of an option granted to the initial purchaser(s) of such Notes to purchase additional Notes; or (ii) such other date
as is specified in an Officer’s Certificate delivered to the Trustee before the original issuance of such Notes.


 


“Last Reported
Sale Price” of the Common Stock for any Trading Day means the closing sale price per share (or, if no closing sale price
is reported, the average of the last bid price and the last ask price per share or, if more than one in either case, the average
of the average last bid prices and the average last ask prices per share) of Common Stock on such Trading Day as reported in composite
transactions for the Relevant Stock Exchange. If the Common Stock is not listed on a Relevant Stock Exchange on such Trading Day,
then the Last Reported Sale Price will be the last quoted bid price per share of Common Stock on such Trading Day in the over-the-counter
market as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted on such Trading Day,
then the Last Reported Sale Price will be the average of the mid-point of the last bid price and the last ask price per share of
Common Stock on such Trading Day from a nationally recognized independent investment banking firm selected by the Company, which
may include any of the Initial Purchasers. Neither the Trustee nor the Conversion Agent will have any duty to determine the Last
Reported Sale Price.


 


“Make-Whole
Fundamental Change” means (A) a Fundamental Change (determined after giving effect to the proviso immediately after
clause (D) of the definition thereof, but without regard to the proviso to clause (B)(ii) of such definition);
or (B) the sending of a Redemption Notice pursuant to Section 4.03(F); provided, however, that,
subject to Section 4.03(I), the sending of a Redemption Notice will constitute a Make-Whole Fundamental Change only
with respect to the Notes called (or deemed to be called pursuant to Section 4.03(I)) for Redemption pursuant to such
Redemption Notice and not with respect to any other Notes.


 


“Make-Whole
Fundamental Change Conversion Period” has the following meaning:


 


(A)          in
the case of a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the period from, and
including, the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change to, and including, the thirty
fifth (35th) Trading Day after such Make-Whole Fundamental Change Effective Date (or, if such Make-Whole Fundamental Change also
constitutes a Fundamental Change (other than an Exempted Fundamental Change), to, but excluding, the related Fundamental Change
Repurchase Date); and


 


(B)           in
the case of a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the period from, and
including, the Redemption Notice Date for the related Redemption to, and including, the second (2nd) Business Day immediately before
the related Redemption Date;


 






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provided, however, that if
the Conversion Date for the conversion of a Note that has been called (or deemed, pursuant to Section 4.03(I), to be
called) for Redemption occurs during the Make-Whole Fundamental Change Conversion Period for both a Make-Whole Fundamental Change
occurring pursuant to clause (A) of the definition of “Make-Whole Fundamental Change” and a Make-Whole
Fundamental Change resulting from such Redemption pursuant to clause (B) of such definition, then, notwithstanding
anything to the contrary in Section 5.07, solely for purposes of such conversion, (x) such Conversion Date will
be deemed to occur solely during the Make-Whole Fundamental Change Conversion Period for the Make-Whole Fundamental Change with
the earlier Make-Whole Fundamental Change Effective Date; and (y) the Make-Whole Fundamental Change with the later Make-Whole
Fundamental Change Effective Date will be deemed not to have occurred.


 


“Make-Whole
Fundamental Change Effective Date” means (A) with respect to a Make-Whole Fundamental Change pursuant to clause
(A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with
respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption
Notice Date.


 


“Market Disruption
Event” means, with respect to any date, the occurrence or existence, during the one-half hour period ending at the scheduled
close of trading on such date on the Relevant Stock Exchange, of any material suspension or limitation imposed on trading (by reason
of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock (or such other relevant
security) or in any options contracts or futures contracts relating to the Common Stock (or such other relevant security).


 


“Maturity
Date” means January 15, 2026.


 


“Non-Affiliate
Legend” means a legend substantially in the form set forth in Exhibit B-3.


 


“Note Agent”
means any Registrar, Paying Agent or Conversion Agent.


 


“Notes”
means the 0.125% Convertible Senior Notes due 2026 issued by the Company pursuant to this Indenture.


 


“Observation
Period” means, with respect to any Note to be converted, (A) subject to clause (B) below, if the Conversion
Date for such Note occurs before October 15, 2025, the forty (40) consecutive VWAP Trading Days beginning on, and including,
the third (3rd) VWAP Trading Day immediately after such Conversion Date; (B) if such Conversion Date occurs on or after the
date the Company has sent a Redemption Notice calling all or any Notes for Redemption pursuant to Section 4.03(F) and
before the Close of Business on the second (2nd) Business Day immediately before the related Redemption Date, the forty (40) consecutive
VWAP Trading Days beginning on, and including, the forty first (41st) Scheduled Trading Day immediately before such Redemption
Date; and (C) subject to clause (B) above, if such Conversion Date occurs on or after October 15, 2025, the
forty (40) consecutive VWAP Trading Days beginning on, and including, the forty first (41st) Scheduled Trading Day immediately
before the Maturity Date.


 






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“Officer”
means the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Chief Accounting Officer, the General Counsel, the
Secretary, any Executive Vice President, any Senior Vice President or any Vice President of the Company.


 


“Officer’s
Certificate” means a certificate that is signed on behalf of the Company by one (1) of its Officers and that meets
the requirements of Section 11.03.


 


“Open of Business”
means 9:00 a.m., New York City time.


 


“Opinion of
Counsel” means an opinion, from legal counsel (including an employee of, or counsel to, the Company or any of its Subsidiaries)
reasonably acceptable to the Trustee, that meets the requirements of Section 11.03, subject to customary qualifications
and exclusions.


 


“Permitted
Holders” (each a “Permitted Holder”) means (i) (a) Gregory S. Bentley, the Company’s
Chief Executive Officer and President and the Chairman of the Board of Directors, (b) Keith A. Bentley, the Company’s
Chief Technology Officer and a director on the Board of Directors, (c) Barry J. Bentley, Ph.D., a director on the Board of
Directors, (d) Raymond B. Bentley, a director on the Board of Directors and (e) Richard P. Bentley, a brother of each
of the foregoing, in each case, as of the date of the Final Offering Memorandum; (ii) any other Person who is a holder of
the Class A common stock, par value $0.01 per share, of the Company as of the date of the Final Offering Memorandum; and (iii) any
Person or entity permitted to be a “Permitted Transferee” (as defined in the Company’s Amended and Restated Certificate
of Incorporation as in effect on the date of the Final Offering Memorandum) of any of the foregoing in respect of any class of
Common Equity held by such Person or entity.


 


“Person”
or “person” means any individual, corporation, partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. Any division
or series of a limited liability company, limited partnership or trust will constitute a separate “person” under this
Indenture.


 


“Physical
Note” means a Note (other than a Global Note) that is represented by a certificate substantially in the form set forth
in Exhibit A, registered in the name of the Holder of such Note and duly executed by the Company and authenticated
by the Trustee.


 


“Purchase
Agreement” means that certain Purchase Agreement, dated January 21, 2021, between the Company and the representatives
of the Initial Purchasers.


 


“Record Date”
means, with respect to any dividend, distribution or other transaction or event in which the holders of the Common Stock (or other
applicable security) have the right to receive any cash, securities or other property or in which the Common Stock (or such other
security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination
of holders of the Common Stock (or other applicable security) entitled to receive such cash, securities or other property (whether
such date is fixed by the Board of Directors, statute, contract or otherwise).


 






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“Redemption”
means the repurchase of any Note by the Company pursuant to Section 4.03.


 


“Redemption
Date” means the date fixed, pursuant to Section 4.03(D), for the settlement of the repurchase of any Notes
by the Company pursuant to a Redemption.


 


“Redemption
Notice Date” means, with respect to a Redemption, the date on which the Company sends the Redemption Notice for such
Redemption pursuant to Section 4.03(F).


 


“Redemption
Price” means the cash price payable by the Company to redeem any Note upon its Redemption, calculated pursuant to Section 4.03(E).


 


“Regular Record
Date” has the following meaning with respect to an Interest Payment Date: (A) if such Interest Payment Date occurs
on January 15, the immediately preceding January 1; and (B) if such Interest Payment Date occurs on July 15,
the immediately preceding July 1 (whether or not such January 1 or July 1 is a Business Day).


 


“Relevant
Stock Exchange” means the Nasdaq Global Select Market, or, if the Common Stock is not then listed on the Nasdaq Global
Select Market, the principal other U.S. national or regional securities exchange on which the Common Stock is then listed.


 


“Repurchase
Upon Fundamental Change” means the repurchase of any Note by the Company pursuant to Section 4.02.


 


“Responsible
Officer” means, with respect to the Trustee (A) any officer of the Trustee assigned by the Trustee to administer
its corporate trust matters; and (B) with respect to a particular corporate trust matter, any other officer to whom such matter
is referred because of his or her knowledge of, and familiarity with, the particular subject and, in each case, who shall have
direct responsibility for the administration of this Indenture.


 


“Restricted
Note Legend” means a legend substantially in the form set forth in Exhibit B-1.


 


“Restricted
Stock Legend” means, with respect to any Conversion Share, a legend that imposes substantially the same restrictions
on such Conversion Shares as the Restricted Note Legend.


 


“Rule 144”
means Rule 144 under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.


 


“Rule 144A”
means Rule 144A under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.


 


“Scheduled
Trading Day” means any day that is scheduled to be a Trading Day on the Relevant Stock Exchange. If the Common Stock
is not so listed or traded on a Relevant Stock Exchange, then “Scheduled Trading Day” means a Business Day.


 






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“SEC”
means the U.S. Securities and Exchange Commission.


 


“Securities
Act” means the U.S. Securities Act of 1933, as amended.


 


“Security”
means any Note or Conversion Share.


 


“Settlement
Method” means Cash Settlement, Physical Settlement or Combination Settlement.


 


“Significant
Subsidiary” means, with respect to any Person, any Subsidiary of such Person that constitutes, or any group of Subsidiaries
of such Person that, in the aggregate, would constitute, a “significant subsidiary” (as defined in Rule 1-02(w) of
Regulation S-X under the Exchange Act) of such Person.


 


“Special Interest”
means any interest that accrues on any Note pursuant to Section 7.03.


 


“Specified
Dollar Amount” means, with respect to the conversion of a Note to which Combination Settlement applies, the maximum cash
amount per $1,000 principal amount of such Note deliverable upon such conversion (excluding cash in lieu of any fractional share
of Common Stock) as specified (or deemed specified) by the Company.


 


“Stock Price”
has the following meaning for any Make-Whole Fundamental Change: (A) if the holders of Common Stock receive only cash in consideration
for their shares of Common Stock in such Make-Whole Fundamental Change and such Make-Whole Fundamental Change is pursuant to clause
(B) of the definition of “Fundamental Change,” then the Stock Price is the amount of cash paid per share of
Common Stock in such Make-Whole Fundamental Change; and (B) in all other cases, the Stock Price is the average of the Last
Reported Sale Prices per share of Common Stock for the five (5) consecutive Trading Days ending on, and including, the Trading
Day immediately before the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change.


 


“Subsidiary”
means, with respect to any Person, (A) any corporation, association or other business entity (other than a partnership or
limited liability company) of which more than fifty percent (50%) of the total voting power of the Capital Stock entitled (without
regard to the occurrence of any contingency, but after giving effect to any voting agreement or stockholders’ agreement that
effectively transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation,
association or other business entity is owned or controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of such Person; and (B) any partnership or limited liability company where (i) more than fifty percent (50%)
of the capital accounts, distribution rights, equity and voting interests, or of the general and limited partnership interests,
as applicable, of such partnership or limited liability company are owned or controlled, directly or indirectly, by such Person
or one or more of the other Subsidiaries of such Person, whether in the form of membership, general, special or limited partnership
or limited liability company interests or otherwise; and (ii) such Person or any one or more of the other Subsidiaries of
such Person is a controlling general partner of, or otherwise controls, such partnership or limited liability company.


 






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“Trading Day”
means any day on which (A) trading in the Common Stock (or other security for which a Last Reported Sale Price must be determined)
generally occurs on the Relevant Stock Exchange or, if the Common Stock (or such other security) is not then listed on a Relevant
Stock Exchange, on the principal other market on which the Common Stock (or such other security) is then traded; and (B) there
is no Market Disruption Event. If the Common Stock (or such other security) is not so listed or traded on a Relevant Stock Exchange,
then “Trading Day” means a Business Day.


 


“Trading Price”
of the Notes on any Trading Day means the average of the secondary market bid quotations, expressed as a cash amount per $1,000
principal amount of Notes, obtained by the Bid Solicitation Agent for five million dollars ($5,000,000) (or such lesser amount
as may then be outstanding) in principal amount of Notes at approximately 3:30 p.m., New York City time, on such Trading Day from
three (3) nationally recognized independent securities dealers selected by the Company, which may include any of the Initial
Purchasers; provided, however, that, if three (3) such bids cannot reasonably be obtained by the Bid Solicitation
Agent but two (2) such bids are obtained, then the average of the two (2) bids will be used, and if only one (1) such
bid can reasonably be obtained by the Bid Solicitation Agent, then that one (1) bid will be used. If, on any Trading Day,
(A) the Bid Solicitation Agent cannot reasonably obtain at least one (1) bid for five million dollars ($5,000,000) (or
such lesser amount as may then be outstanding) in principal amount of Notes from a nationally recognized independent securities
dealer; (B) the Company is not acting as the Bid Solicitation Agent and the Company fails to instruct the Bid Solicitation
Agent to obtain bids when required; or (C) the Bid Solicitation Agent fails to solicit bids when required, then, in each case,
the Trading Price per $1,000 principal amount of Notes on such Trading Day will be deemed to be less than ninety eight percent
(98%) of the product of the Last Reported Sale Price per share of Common Stock on such Trading Day and the Conversion Rate on such
Trading Day.


 


“Transfer-Restricted
Security” means any Security that constitutes a “restricted security” (as defined in Rule 144); provided,
however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following
events:


 


(A)          such
Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company) pursuant to a registration
statement that was effective under the Securities Act at the time of such sale or transfer;


 


(B)           such
Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company) pursuant to an available
exemption (including Rule 144) from the registration and prospectus-delivery requirements of, or in a transaction not subject
to, the Securities Act and, immediately after such sale or transfer, such Security ceases to constitute a “restricted security”
(as defined in Rule 144); and


 


(C)           such
Security is eligible for resale, by a Person that is not an Affiliate of the Company and that has not been an Affiliate of the
Company during the immediately preceding three (3) months, pursuant to Rule 144 without any limitations thereunder as
to volume, manner of sale, availability of current public information or notice.


 






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The Trustee is under
no obligation to determine whether any Security is a Transfer-Restricted Security and may conclusively rely on an Officer’s
Certificate with respect thereto.


 


“Trust Indenture
Act” means the U.S. Trust Indenture Act of 1939, as amended.


 


“Trustee”
means the Person named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions
of this Indenture and, thereafter, means such successor.


 


“VWAP Market
Disruption Event” means, with respect to any date, (A) the failure by the Relevant Stock Exchange to open for trading
during its regular trading session on such date; or (B) 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 Common Stock or in any options contracts or futures contracts relating to the Common
Stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m., New York City time, on such date.


 


“VWAP Trading
Day” means a day on which (A) there is no VWAP Market Disruption Event; and (B) trading in the Common Stock
generally occurs on the Relevant Stock Exchange. If the Common Stock is not so listed or traded on a Relevant Stock Exchange, then
 “VWAP Trading Day” means a Business Day.


 


“Wholly-Owned
Subsidiary” of a Person means any Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests
of which (other than directors’ qualifying shares) are owned by such Person or one or more Wholly-Owned Subsidiaries of such
Person.


 


Section 1.02.     Other
Definitions.


 





	Term	 	Defined
    in
 Section
	“Additional Shares”	 	5.07 (A)
	“Business Combination Event”	 	6.01 (A)
	“Cash Settlement”	 	5.03 (A)
	“Combination Settlement”	 	5.03 (A)
	“Common Stock Change Event”	 	5.09 (A)
	“Conversion Agent”	 	2.06 (A)
	“Conversion Consideration”	 	5.03 (B)
	“Default Interest”	 	2.05 (B)
	“Defaulted Amount”	 	2.05 (B)
	“Event of Default”	 	7.01 (A)
	“Expiration Date”	 	5.05 (A)(v)
	“Expiration Time”	 	5.05 (A)(v)
	“Fundamental Change Notice”	 	4.02 (E)
	“Fundamental Change Repurchase Right”	 	4.02 (A)
	“Initial Notes”	 	2.03 (A)
	“Measurement Period”	 	5.01 (C)(i)(2)
	“Paying Agent”	 	2.06 (A)
	“Physical Settlement”	 	5.03 (A)
	“Redemption Notice”	 	4.03 (F)
	“Reference Property”	 	5.09 (A)
	“Reference Property Unit”	 	5.09 (A)
	“Register”	 	2.06 (B)
	“Registrar”	 	2.06 (A)
	“Reporting Event of Default”	 	7.03 (A)
	“Specified Courts”	 	11.08
	“Spin-Off”	 	5.05 (A)(iii)(2)
	“Spin-Off Valuation Period”	 	5.05 (A)(iii)(2)
	“Stated Interest”	 	2.05 (A)
	“Successor Entity”	 	6.01 (A)
	“Successor Person”	 	5.09 (A)
	“Tender/Exchange Offer Valuation Period”	 	5.05 (A)(v)
	“Trading Price Condition”	 	5.01 (C)(i)(2)



 






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Section 1.03.     Rules of
Construction.


 


For purposes of this
Indenture:


 


(A)          “or”
is not exclusive;


 


(B)           “including”
means “including without limitation”;


 


(C)           “will”
expresses a command;


 


(D)           the
 “average” of a set of numerical values refers to the arithmetic average of such numerical values;


 


(E)           [Reserved]


 


(F)            words
in the singular include the plural and in the plural include the singular, unless the context requires otherwise;


 


(G)           “herein,”
 “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision of this Indenture, unless the context requires otherwise;


 


(H)           references
to currency mean the lawful currency of the United States of America, unless the context requires otherwise;


 


(I)             the
exhibits, schedules and other attachments to this Indenture are deemed to form part of this Indenture; and


 


(J)             the
term “interest,” when used with respect to a Note, includes any Additional Interest and Special Interest, unless
the context requires otherwise.


 






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Article 2.     The
Notes


 


Section 2.01.     Form,
Dating and Denominations.


 


The Notes and the Trustee’s
certificate of authentication will be substantially in the form set forth in Exhibit A. The Notes will bear the legends
required by Section 2.09 and may bear notations, legends or endorsements required by law, stock exchange rule or
usage or the Depositary. Each Note will be dated as of the date of its authentication.


 


Except to the extent
otherwise provided in a Company Order delivered to the Trustee in connection with the issuance and authentication thereof, the
Notes will be issued initially in the form of one or more Global Notes. Global Notes may be exchanged for Physical Notes, and Physical
Notes may be exchanged for Global Notes, only as provided in Section 2.10.


 


The Notes will be issuable
only in registered form without interest coupons and only in Authorized Denominations.


 


Each certificate representing
a Note will bear a unique registration number that is not affixed to any other certificate representing another outstanding Note.


 


The terms contained
in the Notes constitute part of this Indenture, and, to the extent applicable, the Company and the Trustee, by their execution
and delivery of this Indenture, agree to such terms and to be bound thereby; provided, however, that, to the extent
that any provision of any Note conflicts with the provisions of this Indenture, the provisions of this Indenture will control for
purposes of this Indenture and such Note.


 


Section 2.02.     Execution,
Authentication and Delivery.


 


(A)          Due
Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual,
electronic or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is
on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company.


 


(B)           Authentication
by the Trustee and Delivery.


 


(i)            No
Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized
signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note.


 


(ii)           The
Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate
of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the
Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests
the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such
Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary,
then the Trustee will promptly deliver such Note in accordance with such Company Order.


 






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(iii)          The
Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent
may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture
by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating
agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication
agent was validly appointed to undertake.


 


Section 2.03.     Initial
Notes and Additional Notes.


 


(A)          Initial
Notes. On the Issue Date, there will be originally issued six hundred ninety million dollars ($690,000,000) aggregate principal
amount of Notes, subject to the provisions of this Indenture (including Section 2.02). Notes issued pursuant to this
Section 2.03(A), and any Notes issued in exchange therefor or in substitution thereof, are referred to in this Indenture
as the “Initial Notes.”


 


(B)           Additional
Notes. Without the consent of, or notice to, any Holder, the Company may, subject to the provisions of this Indenture (including
Section 2.02), issue additional Notes with the same terms as the Initial Notes (except, to the extent applicable, with
respect to the date as of which interest begins to accrue on such additional Notes, the issue date, the first Interest Payment
Date, the issue price, the Last Original Issue Date and the restrictions on transfer in respect of such additional Notes) in an
unlimited aggregate principal amount, which additional Notes will, subject to the foregoing, be considered to be part of the same
series of, and rank equally and ratably with, all other Notes issued under this Indenture; provided, however, that
if any such additional Notes (and any Notes that are resold after such Notes have been purchased or otherwise acquired by the Company
or its Subsidiaries) are not fungible with other Notes issued under this Indenture for federal income tax or federal securities
laws purposes, then such additional Notes (and any Notes that have been resold after they have been purchased or otherwise acquired
by the Company or its Subsidiaries) will be identified by a separate CUSIP number or by no CUSIP number.


 


Section 2.04.     Method
of Payment.


 


(A)          Global
Notes. The Company will pay, or cause the Paying Agent to pay, the principal (whether due upon maturity on the Maturity Date,
Redemption on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, interest on, and any cash
Conversion Consideration due upon conversion of, any Global Note to the Depositary or its nominee, as the case may be, as the registered
Holder of such Global Note, by wire transfer of immediately available funds no later than the time the same is due as provided
in this Indenture.


 






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(B)           Physical
Notes. The Company will pay, or cause the Paying Agent to pay, the principal (whether due upon maturity on the Maturity Date,
Redemption on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, interest on, and any cash
Conversion Consideration due upon conversion of, any Physical Note no later than the time the same is due as provided in this Indenture
as follows: (i) if the principal amount of such Physical Note is at least five million dollars ($5,000,000) (or such lower
amount as the Company may choose in its sole and absolute discretion) and the Holder of such Physical Note entitled to such payment
has delivered to the Paying Agent or the Trustee, no later than the time set forth in the immediately following sentence, a written
request that the Company (or the Paying Agent) make such payment by wire transfer to an account of such Holder within the United
States, by wire transfer of immediately available funds to such account; and (ii) in all other cases, by check mailed to the
address of the Holder of such Physical Note entitled to such payment as set forth in the Register. To be timely, such written request
must be so delivered no later than the Close of Business on the following date: (x) with respect to the payment of any interest
due on an Interest Payment Date, the immediately preceding Regular Record Date; (y) with respect to any cash Conversion Consideration
due upon conversion of any Note, the applicable Conversion Date; and (z) with respect to any other payment, the date that
is fifteen (15) calendar days immediately before the date such payment is due.


 


Section 2.05.     Accrual
of Interest; Defaulted Amounts; When Payment Date is Not a Business Day.


 


(A)          Accrual
of Interest. Each Note will accrue interest at a rate per annum equal to 0.125% (the “Stated Interest”),
plus any Additional Interest and Special Interest that may accrue pursuant to Sections 3.04 and 7.03, respectively.
Stated Interest on each Note will (i) accrue from, and including, the most recent date to which Stated Interest has been paid
or duly provided for (or, if no Stated Interest has theretofore been paid or duly provided for, the date set forth in the certificate
representing such Note as the date from, and including, which Stated Interest will begin to accrue in such circumstance) to, but
excluding, the date of payment of such Stated Interest; and (ii) be, subject to Sections 4.02(D), 4.03(E) and
5.02(D) (but without duplication of any payment of interest), payable semi-annually in arrears on each Interest Payment
Date, beginning on the first Interest Payment Date set forth in the certificate representing such Note, to the Holder of such Note
as of the Close of Business on the immediately preceding Regular Record Date. Stated Interest, and, if applicable, Additional Interest
and Special Interest, on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.


 


(B)          Defaulted
Amounts. If the Company fails to pay any amount (a “Defaulted Amount”) due on a Note on or before the due
date therefor as provided in this Indenture, then, regardless of whether such failure constitutes an Event of Default, (i) such
Defaulted Amount will forthwith cease to be payable to the Holder of such Note otherwise entitled to such payment; (ii) to
the extent lawful, interest (“Default Interest”) will accrue on such Defaulted Amount at a rate per annum equal
to the rate per annum at which Stated Interest accrues, from, and including, such due date to, but excluding, the date of payment
of such Defaulted Amount and Default Interest; (iii) such Defaulted Amount and Default Interest will be paid on a payment
date selected by the Company to the Holder of such Note as of the Close of Business on a special record date selected by the Company,
provided that such special record date must be no more than fifteen (15), nor less than ten (10), calendar days before such
payment date; and (iv) at least fifteen (15) calendar days before such special record date, the Company will send notice to
the Trustee and the Holders that states such special record date, such payment date and the amount of such Defaulted Amount and
Default Interest to be paid on such payment date. Notwithstanding the foregoing, any interest which is paid prior to the expiration
of the 30-day period set forth in Section 7.01(A)(ii) shall be paid to Holders as of the record date for the Interest
Payment Date for which interest has not been paid.


 






     - 17
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(C)           Delay
of Payment when Payment Date is Not a Business Day. If the due date for a payment on a Note as provided in this Indenture is
not a Business Day, then, notwithstanding anything to the contrary in this Indenture or the Notes, such payment may be made on
the immediately following Business Day and no interest will accrue on such payment as a result of the related delay. Solely for
purposes of the immediately preceding sentence, a day on which the applicable place of payment is authorized or required by law
or executive order to close or be closed will be deemed not to be a “Business Day.”


 


Section 2.06.     Registrar,
Paying Agent and Conversion Agent.


 


(A)          Generally.
The Company will maintain (i) an office or agency in the continental United States where Notes may be presented for registration
of transfer or for exchange (the “Registrar”); (ii) an office or agency in the continental United States
where Notes may be presented for payment (the “Paying Agent”); and (iii) an office or agency in the continental
United States where Notes may be presented for conversion (the “Conversion Agent”). If the Company fails to
maintain a Registrar, Paying Agent or Conversion Agent, then the Trustee will act as such. For the avoidance of doubt, the Company
may change the Registrar, Paying Agent and Conversion Agent, and the Company or any of its Subsidiaries may act as Registrar, Paying
Agent or Conversion Agent, in each case without prior consent of the Holders.


 


(B)          Duties
of the Registrar. The Registrar will keep a record (the “Register”) of the names and addresses of the Holders,
the Notes held by each Holder and the transfer, exchange, repurchase, Redemption and conversion of Notes. Absent manifest error,
the entries in the Register will be conclusive and the Company and the Trustee may treat each Person whose name is recorded as
a Holder in the Register as a Holder for all purposes. The Register will be in written form or in any form capable of being converted
into written form reasonably promptly.


 


(C)          Co-Agents;
Company’s Right to Appoint Successor Registrars, Paying Agents and Conversion Agents. The Company may appoint one or
more co-Registrars, co-Paying Agents and co-Conversion Agents, each of whom will be deemed to be a Registrar, Paying Agent or Conversion
Agent, as applicable, under this Indenture. Subject to Section 2.06(A), the Company may change any Registrar, Paying
Agent or Conversion Agent (including appointing itself or any of its Subsidiaries to act in such capacity) without notice to any
Holder. The Company will notify the Trustee (and, upon request, any Holder) of the name and address of each Note Agent, if any,
not a party to this Indenture and will enter into an appropriate agency agreement with each such Note Agent, which agreement will
implement the provisions of this Indenture that relate to such Note Agent.


 


(D)          Initial
Appointments. The Company appoints the Trustee as the initial Paying Agent, the initial Registrar and the initial Conversion
Agent and its Corporate Trust Office as a place where Notes may be presented for payment, transfer or conversion. In acting in
such capacities under this Indenture and in connection with the Notes, the Trustee in such capacities will act solely as an agent
of the Company and will not thereby assume any obligations towards, or relationship of agency or trust for or with, any Holder.


 






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Section 2.07.     Paying
Agent and Conversion Agent to Hold Property in Trust.


 


The Company will require
each Paying Agent or Conversion Agent that is not the Trustee to agree in writing that such Note Agent will (A) hold in trust
for the benefit of Holders or the Trustee all money and other property held by such Note Agent for payment or delivery due on the
Notes; and (B) notify the Trustee in writing of any default by the Company in making any such payment or delivery. The Company,
at any time, may, and the Trustee, while any Default continues, may, require a Paying Agent or Conversion Agent to pay or deliver,
as applicable, all money and other property held by it to the Trustee, after which payment or delivery, as applicable, such Note
Agent (if not the Company or any of its Subsidiaries) will have no further liability for such money or property. If the Company
or any of its Subsidiaries acts as Paying Agent or Conversion Agent, then (A) it will segregate and hold in a separate trust
fund for the benefit of the Holders or the Trustee all money and other property held by it as Paying Agent or Conversion Agent;
and (B) references in this Indenture or the Notes to the Paying Agent or Conversion Agent holding cash or other property,
or to the delivery of cash or other property to the Paying Agent or Conversion Agent, in each case for payment or delivery to any
Holders or the Trustee or with respect to the Notes, will be deemed to refer to cash or other property so segregated and held separately,
or to the segregation and separate holding of such cash or other property, respectively. Upon the occurrence of any event pursuant
to clause (ix) or (x) of Section 7.01(A) with respect to the Company (or with respect
to any Subsidiary of the Company acting as Paying Agent or Conversion Agent), the Trustee will serve as the Paying Agent or Conversion
Agent, as applicable, for the Notes.


 


Section 2.08.     Holder
Lists.


 


If the Trustee is not
the Registrar, the Company will furnish to the Trustee, no later than seven (7) Business Days before each Interest Payment
Date, and at such other times as the Trustee may request, a list, in such form and as of such date or time as the Trustee may reasonably
require, of the names and addresses of the Holders.


 


Section 2.09.     Legends.


 


(A)            Global
Note Legend. Each Global Note will bear the Global Note Legend (or any similar legend, not inconsistent with this Indenture,
required by the Depositary for such Global Note).


 


(B)           Non-Affiliate
Legend. Each Note will bear the Non-Affiliate Legend.


 


(C)           Restricted
Note Legend. Subject to Section 2.12,


 


(i)            each
Note that is a Transfer-Restricted Security will bear the Restricted Note Legend; and


 






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(ii)           if
a Note is issued in exchange for, in substitution of, or to effect a partial conversion of, another Note (such other Note being
referred to as the “old Note” for purposes of this Section 2.09(C)(ii)), including pursuant to Section 2.10(B),
2.10(C), 2.11 or 2.13, then such Note will bear the Restricted Note Legend if such old Note bore the Restricted
Note Legend at the time of such exchange or substitution, or on the related Conversion Date with respect to such conversion, as
applicable; provided, however, that such Note need not bear the Restricted Note Legend if such Note does not constitute
a Transfer-Restricted Security immediately after such exchange or substitution, or as of such Conversion Date, as applicable.


 


(D)           Other
Legends. A Note may bear any other legend or text, not inconsistent with this Indenture, as may be required by applicable law
or by any securities exchange or automated quotation system on which such Note is traded or quoted.


 


(E)            Acknowledgement
and Agreement by the Holders. A Holder’s acceptance of any Note bearing any legend required by this Section 2.09
will constitute such Holder’s acknowledgement of, and agreement to comply with, the restrictions set forth in such legend.


 


(F)            Restricted
Stock Legend.


 


(i)            Each
Conversion Share will bear the Restricted Stock Legend if the Note upon the conversion of which such Conversion Share was issued
was (or would have been had it not been converted) a Transfer-Restricted Security at the time such Conversion Share was issued;
provided, however, that such Conversion Share need not bear the Restricted Stock Legend if the Company determines,
in its reasonable discretion, that such Conversion Share need not bear the Restricted Stock Legend.


 


(ii)           Notwithstanding
anything to the contrary in this Section 2.09(F), a Conversion Share need not bear a Restricted Stock Legend if such
Conversion Share is issued in an uncertificated form that does not permit affixing legends thereto, provided the Company
takes measures (including the assignment thereto of a “restricted” CUSIP number) that it reasonably deems appropriate
to enforce the transfer restrictions referred to in the Restricted Stock Legend.


 


Section 2.10.     Transfers
and Exchanges; Certain Transfer Restrictions.


 


(A)          Provisions
Applicable to All Transfers and Exchanges.


 


(i)            Subject
to this Section 2.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from
time to time and the Registrar will record each such transfer or exchange in the Register.


 


(ii)           Each
Note issued upon transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes
of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligation of the
Company, evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as such old Note or portion
thereof, as applicable.


 






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(iii)          The
Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or conversion
of Notes, but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge that may be imposed in connection with any transfer, exchange or conversion of
Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any transfer.


 


(iv)          Notwithstanding
anything to the contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion
to be so transferred or exchanged is in an Authorized Denomination.


 


(v)           The
Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions imposed
under this Indenture or applicable law with respect to any Note, other than to require the delivery of such certificates or other
documentation or evidence as expressly required by this Indenture and to examine the same to determine substantial compliance as
to form with the requirements of this Indenture. Neither the Trustee nor any of its agents will have any responsibility for any
actions taken or not taken by the Depositary.


 


(vi)          The
Trustee will have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, the
Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or
member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depositary) of any notice (including any notice of Redemption or repurchase) or
the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All payments
to be made to Holders in respect of the Notes will be given or made only to or upon the order of the registered Holders (which
is the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note will be exercised
only through the Depositary subject to the applicable Depositary Procedures. The Trustee may rely and will be fully protected in
relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.


 


(vii)         Each
Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09.


 


(viii)        Upon
satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer
or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the
date of such satisfaction.


 


(ix)           For
the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange”
of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note
Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted”
CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted”
CUSIP number.


 






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(B)           Transfers
and Exchanges of Global Notes.


 


(i)            Subject
to the immediately following sentence, no Global Note may be transferred or exchanged in whole except (x) by the Depositary
to a nominee of the Depositary; (y) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary;
or (z) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. No Global
Note (or any portion thereof) may be transferred to, or exchanged for, a Physical Note; provided, however, that a
Global Note will be exchanged, pursuant to customary procedures, for one or more Physical Notes if:


 


(1)            (x) the
Depositary notifies the Company or the Trustee that the Depositary is unwilling or unable to continue as depositary for such Global
Note or (y) the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange
Act and, in each case, the Company fails to appoint a successor Depositary within ninety (90) days of such notice or cessation;


 


(2)            an
Event of Default has occurred and is continuing and the Company, the Trustee or the Registrar has received a written request from
the Depositary, or from a holder of a beneficial interest in such Global Note, to exchange such Global Note or beneficial interest,
as applicable, for one or more Physical Notes; or


 


(3)            the
Company, in its sole discretion, permits the exchange of any beneficial interest in such Global Note for one or more Physical Notes
at the request of the owner of such beneficial interest.


 


(ii)            Upon
satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Global Note (or any portion thereof):


 


(1)            the
Trustee will reflect any resulting decrease of the principal amount of such Global Note by notation on the “Schedule of Exchanges
of Interests in the Global Note” forming part of such Global Note (and, if such notation results in such Global Note having
a principal amount of zero, the Company may (but is not required to) instruct the Trustee in writing to cancel such Global Note
pursuant to Section 2.15);


 


(2)            if
required to effect such transfer or exchange, then the Trustee will reflect any resulting increase of the principal amount of any
other Global Note by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such other
Global Note;


 


(3)            if
required to effect such transfer or exchange, then the Company will issue, execute and deliver, and the Trustee will authenticate,
in each case in accordance with Section 2.02, a new Global Note bearing each legend, if any, required by Section 2.09;
and


 


(4)            if
such Global Note (or such portion thereof), or any beneficial interest therein, is to be exchanged for one or more Physical Notes,
then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02,
one or more Physical Notes that (x) are in Authorized Denominations (not to exceed, in the aggregate, the principal amount
of such Global Note to be so exchanged); (y) are registered in such name(s) as the Depositary specifies (or as otherwise
determined pursuant to customary procedures); and (z) bear each legend, if any, required by Section 2.09.


 






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(iii)           Each
transfer or exchange of a beneficial interest in any Global Note will be made in accordance with the Depositary Procedures.


 


(C)          Transfers
and Exchanges of Physical Notes.


 


(i)            Subject
to this Section 2.10, a Holder of a Physical Note may (x) transfer such Physical Note (or any portion thereof
in an Authorized Denomination) to one or more other Person(s); (y) exchange such Physical Note (or any portion thereof in
an Authorized Denomination) for one or more other Physical Notes in Authorized Denominations having an aggregate principal amount
equal to the aggregate principal amount of the Physical Note (or portion thereof) to be so exchanged; and (z) if then permitted
by the Depositary Procedures, transfer such Physical Note (or any portion thereof in an Authorized Denomination) in exchange for
a beneficial interest in one or more Global Notes; provided, however, that, to effect any such transfer or exchange,
such Holder must:


 


(1)            surrender
such Physical Note to be transferred or exchanged to the Corporate Trust Office of the Trustee, together with any endorsements
or transfer instruments reasonably required by the Company, the Trustee or the Registrar; and


 


(2)            deliver
such certificates, documentation or evidence as may be required pursuant to Section 2.10(D).


 


(ii)            Upon
the satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Physical Note (such Physical Note
being referred to as the “old Physical Note” for purposes of this Section 2.10(C)(ii)) of a Holder (or
any portion of such old Physical Note in an Authorized Denomination):


 


(1)            such
old Physical Note will be promptly cancelled pursuant to Section 2.15;


 


(2)            if
such old Physical Note is to be so transferred or exchanged only in part, then the Company will issue, execute and deliver, and
the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (x) are
in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such old Physical Note not
to be so transferred or exchanged; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required
by Section 2.09;


 






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(3)            in
the case of a transfer:


 


(a)            to
the Depositary or a nominee thereof that will hold its interest in such old Physical Note (or such portion thereof) to be so transferred
in the form of one or more Global Notes, the Trustee will reflect an increase of the principal amount of one or more existing Global
Notes by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note(s),
which increase(s) are in Authorized Denominations and aggregate to the principal amount to be so transferred, and which Global
Note(s) bear each legend, if any, required by Section 2.09; provided, however, that if such transfer
cannot be so effected by notation on one or more existing Global Notes (whether because no Global Notes bearing each legend, if
any, required by Section 2.09 then exist, because any such increase will result in any Global Note having an aggregate
principal amount exceeding the maximum aggregate principal amount permitted by the Depositary or otherwise), then the Company will
issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or
more Global Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount
to be so transferred; and (y) bear each legend, if any, required by Section 2.09; and


 


(b)            to
a transferee that will hold its interest in such old Physical Note (or such portion thereof) to be so transferred in the form of
one or more Physical Notes, the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance
with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal
amount equal to the principal amount to be so transferred; (y) are registered in the name of such transferee; and (z) bear
each legend, if any, required by Section 2.09; and


 


(4)            in
the case of an exchange, the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance
with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal
amount equal to the principal amount to be so exchanged; (y) are registered in the name of the Person to whom such old Physical
Note was registered; and (z) bear each legend, if any, required by Section 2.09.


 


(D)           Requirement
to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP
number or that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to:


 


(i)            cause
such Note to be identified by an “unrestricted” CUSIP number;


 


(ii)           remove
such Restricted Note Legend; or


 


(iii)          register
the transfer of such Note to the name of another Person,


 






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then the Company, the Trustee and the Registrar
may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Trustee
and the Registrar such certificates or other documentation or evidence as the Company, the Trustee and the Registrar may reasonably
require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable
securities laws; provided, however, that no such certificates, documentation or evidence need be so delivered (w) on
and after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable discretion, that such
Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without any requirements
as to volume, manner of sale, availability of current public information or notice under the Securities Act; (x) in connection
with any transfer of such Note pursuant to Rule 144A; (y) in connection with any transfer of such Note to the Company
or one of its Subsidiaries; or (z) in connection with any transfer of such Note pursuant to an effective registration statement
under the Securities Act.


 


(E)            Transfers
of Notes Subject to Redemption, Repurchase or Conversion. Notwithstanding anything to the contrary in this Indenture or the
Notes, the Company, the Trustee and the Registrar will not be required to register the transfer of or exchange any Note that (i) has
been surrendered for conversion, except to the extent that any portion of such Note is not subject to conversion; (ii) is
subject to a Fundamental Change Repurchase Notice validly delivered, and not withdrawn, pursuant to Section 4.02(F),
except to the extent that any portion of such Note is not subject to such notice or the Company fails to pay the applicable Fundamental
Change Repurchase Price when due; or (iii) has been selected for Redemption pursuant to a Redemption Notice, except to the
extent that any portion of such Note is not subject to Redemption or the Company fails to pay the applicable Redemption Price when
due.


 


Section 2.11.     Exchange
and Cancellation of Notes to Be Converted, Redeemed or Repurchased.


 


(A)          Partial
Conversions, Redemptions and Repurchases of Physical Notes. If only a portion of a Physical Note of a Holder is to be converted
pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change or Redemption, then, as soon
as reasonably practicable after such Physical Note is surrendered for such conversion, Redemption or repurchase, the Company will
cause such Physical Note to be exchanged, pursuant and subject to Section 2.10(C), for (i) one or more Physical
Notes that are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such Physical
Note that is not to be so converted, redeemed or repurchased, as applicable, and deliver such Physical Note(s) to such Holder;
and (ii) a Physical Note having a principal amount equal to the principal amount to be so converted, redeemed or repurchased,
as applicable, which Physical Note will be converted, redeemed or repurchased, as applicable, pursuant to the terms of this Indenture;
provided, however, that the Physical Note referred to in this clause (ii) need not be issued at any time
after which such principal amount subject to such conversion, Redemption or repurchase, as applicable, is deemed to cease to be
outstanding pursuant to Section 2.18.


 


(B)           Cancellation
of Converted, Redeemed and Repurchased Notes.


 


(i)            Physical
Notes. If a Physical Note (or any portion thereof that has not theretofore been exchanged pursuant to Section 2.11(A))
of a Holder is to be converted pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change
or Redemption, then, promptly after the later of the time such Physical Note (or such portion) is deemed to cease to be outstanding
pursuant to Section 2.18 and the time such Physical Note is surrendered for such conversion or such repurchase pursuant
to a Repurchase Upon Fundamental Change or Redemption, as applicable, (1) such Physical Note will be cancelled pursuant to
Section 2.15; and (2) in the case of a partial conversion, Redemption or repurchase, the Company will issue, execute
and deliver to such Holder, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or
more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal
amount of such Physical Note that is not to be so converted, redeemed or repurchased; (y) are registered in the name of such
Holder; and (z) bear each legend, if any, required by Section 2.09.


 






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(ii)            Global
Notes. If a Global Note (or any portion thereof) is to be converted pursuant to Article 5 or repurchased pursuant
to a Repurchase Upon Fundamental Change or Redemption, then, promptly after the time such Note (or such portion) is deemed to cease
to be outstanding pursuant to Section 2.18, the Trustee will reflect a decrease of the principal amount of such Global
Note in an amount equal to the principal amount of such Global Note to be so converted, redeemed or repurchased, as applicable,
by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if
the principal amount of such Global Note is zero following such notation, cancel such Global Note pursuant to Section 2.15).


 


Section 2.12.     Removal
of Transfer Restrictions.


 


Without limiting the
generality of any other provision of this Indenture (including Section 3.04), the Restricted Note Legend affixed to
any Note will be deemed, pursuant to this Section 2.12 and the footnote to such Restricted Note Legend, to be removed
therefrom upon the Company’s delivery to the Trustee of notice, signed on behalf of the Company by one (1) of its Officers,
to such effect (and, for the avoidance of doubt, such notice need not be accompanied by an Officer’s Certificate or an Opinion
of Counsel in order to be effective to cause such Restricted Note Legend to be deemed to be removed from such Note). If such Note
bears a “restricted” CUSIP or ISIN number at the time of such delivery, then, upon such delivery, such Note will be
deemed, pursuant to this Section 2.12 and the footnotes to the CUSIP and ISIN numbers set forth on the face of the
certificate representing such Note, to thereafter bear the “unrestricted” CUSIP and ISIN numbers identified in such
footnotes; provided, however, that if such Note is a Global Note and the Depositary thereof requires a mandatory
exchange or other procedure to cause such Global Note to be identified by “unrestricted” CUSIP and ISIN numbers in
the facilities of such Depositary, then (i) the Company will effect such exchange or procedure as soon as reasonably practicable;
and (ii) for purposes of Section 3.04 and the definition of Freely Tradable, such Global Note will not be deemed
to be identified by “unrestricted” CUSIP and ISIN numbers until such time as such exchange or procedure is effected.


 


Section 2.13.     Replacement
Notes.


 


If a Holder of any
Note claims that such Note has been mutilated, lost, destroyed or wrongfully taken, then the Company will issue, execute and deliver,
and the Trustee will authenticate, in each case in accordance with Section 2.02, a replacement Note upon surrender
to the Trustee of such mutilated Note, or upon delivery to the Trustee of evidence of such loss, destruction or wrongful taking
reasonably satisfactory to the Trustee and the Company. In the case of a lost, destroyed or wrongfully taken Note, the Company
and the Trustee may require the Holder thereof to provide such security or indemnity that is satisfactory to the Company and the
Trustee to protect the Company and the Trustee from any loss that any of them may suffer if such Note is replaced.


 






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Every replacement Note
issued pursuant to this Section 2.13 will be an additional obligation of the Company and will be entitled to all of
the benefits of this Indenture equally and ratably with all other Notes issued under this Indenture.


 


Section 2.14.     Registered
Holders; Certain Rights with Respect to Global Notes.


 


Only the Holder of
a Note will have rights under this Indenture as the owner of such Note. Without limiting the generality of the foregoing, Depositary
Participants will have no rights as such under this Indenture with respect to any Global Note held on their behalf by the Depositary
or its nominee, or by the Trustee as its custodian, and the Company, the Trustee and the Note Agents, and their respective agents,
may treat the Depositary as the absolute owner of such Global Note for all purposes whatsoever; provided, however,
that (A) the Holder of any Global Note may grant proxies and otherwise authorize any Person, including Depositary Participants
and Persons that hold interests in Notes through Depositary Participants, to take any action that such Holder is entitled to take
with respect to such Global Note under this Indenture or the Notes; and (B) the Company and the Trustee, and their respective
agents, may give effect to any written certification, proxy or other authorization furnished by the Depositary.


 


Section 2.15.     Cancellation.


 


Without limiting the
generality of Section 3.08, the Company may at any time deliver Notes to the Trustee for cancellation. The Registrar,
the Paying Agent and the Conversion Agent will forward to the Trustee each Note duly surrendered to them for transfer, exchange,
payment or conversion. The Trustee will promptly cancel all Notes so surrendered to it in accordance with its customary procedures.
Without limiting the generality of Section 2.03(B), the Company may not originally issue new Notes to replace Notes
that it has paid or that have been cancelled upon transfer, exchange, payment or conversion.


 


Section 2.16.     Notes
Held by the Company or its Affiliates.


 


Without limiting the
generality of Sections 3.08 and 2.18, in determining whether the Holders of the required aggregate principal amount
of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any of its Affiliates will be deemed
not to be outstanding; provided, however, that, for purposes of determining whether the Trustee is protected in relying
on any such direction, waiver or consent, only Notes that the Trustee actually knows are so owned will be so disregarded.


 


Section 2.17.     Temporary
Notes.


 


Until definitive Notes
are ready for delivery, the Company may issue, execute and deliver, and the Trustee will authenticate, in each case in accordance
with Section 2.02, temporary Notes. Temporary Notes will be substantially in the form of definitive Notes but may have
variations that the Company considers appropriate for temporary Notes. The Company will promptly prepare, issue, execute and deliver,
and the Trustee will authenticate, in each case in accordance with Section 2.02, definitive Notes in exchange for temporary
Notes. Until so exchanged, each temporary Note will in all respects be entitled to the same benefits under this Indenture as definitive
Notes.


 






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Section 2.18.     Outstanding
Notes.


 


(A)          Generally.
The Notes that are outstanding at any time will be deemed to be those Notes that, at such time, have been duly executed and authenticated,
excluding those Notes (or portions thereof) that have theretofore been (i) cancelled by the Trustee or delivered to the Trustee
for cancellation in accordance with Section 2.15; (ii) assigned a principal amount of zero by notation on the
 “Schedule of Exchanges of Interests in the Global Note” forming part of any a Global Note representing such Note; (iii) paid
in full (including upon conversion) in accordance with this Indenture; or (iv) deemed to cease to be outstanding to the extent
provided in, and subject to, clause (B), (C) or (D) of this Section 2.18.


 


(B)           Replaced
Notes. If a Note is replaced pursuant to Section 2.13, then such Note will cease to be outstanding at the time
of its replacement, unless the Trustee and the Company receive proof reasonably satisfactory to them that such Note is held by
a “bona fide purchaser” under applicable law.


 


(C)           Maturing
Notes and Notes Called for Redemption or Subject to Repurchase. If, on a Redemption Date, a Fundamental Change Repurchase Date
or the Maturity Date, the Paying Agent holds money sufficient to pay the aggregate Redemption Price, Fundamental Change Repurchase
Price or principal amount, respectively, together, in each case, with the aggregate interest, in each case due on such date, then
(unless there occurs a Default in the payment of any such amount) (i) the Notes (or portions thereof) to be redeemed or repurchased,
or that mature, on such date will be deemed, as of such date, to cease to be outstanding and interest will cease to accrue on such
Notes, except to the extent provided in Sections 4.02(D), 4.03(E) or 5.02(D); and (ii) all rights
of the Holders of such Notes (or such portions thereof), as such, will terminate with respect to such Notes (or such portions thereof),
other than (x) the right to receive the Redemption Price, Fundamental Change Repurchase Price or principal amount, as applicable,
of, and accrued and unpaid interest on, such Notes (or such portions thereof), in each case as provided in this Indenture and (y) if
the Fundamental Change Repurchase Date or Redemption Date falls after a Regular Record Date but on or prior to the related Interest
Payment Date, the right of the Holder of record on such Regular Record Date to receive the accrued and unpaid interest to, but
excluding, the corresponding Interest Payment Date.


 


(D)           Notes
to Be Converted. At the Close of Business on the Conversion Date for any Note (or any portion thereof) to be converted, such
Note (or such portion) will (unless there occurs a Default in the delivery of the Conversion Consideration or interest due, pursuant
to Section 5.03(B) or Section 5.02(D), upon such conversion) be deemed to cease to be outstanding,
except to the extent provided in Section 5.02(D) or Section 5.08.


 


(E)           Cessation
of Accrual of Interest. Except as provided in Sections 4.02(D), 4.03(E) or 5.02(D), interest will
cease to accrue on each Note from, and including, the date that such Note is deemed, pursuant to this Section 2.18,
to cease to be outstanding, unless there occurs a default in the payment or delivery of any cash or other property due on such
Note.


 






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Section 2.19.     Repurchases
by the Company.


 


Without limiting the
generality of Sections 2.15 and 3.08, the Company or its Subsidiaries may, from time to time, directly or indirectly
repurchase Notes in the open market or otherwise, whether through private or public tender or exchange offers, cash-settled swaps
or other cash-settled derivatives, without delivering prior notice to, or the consent of, Holders. In connection with any such
repurchase, the Company may appoint a tender agent, in which case such tender agent shall be the Paying Agent in connection with
such repurchase.


 


Section 2.20.     CUSIP
Numbers.


 


Subject to Section 2.12,
the Company may use one or more CUSIP numbers to identify any of the Notes, and, if so, the Company and the Trustee will use such
CUSIP number(s) in notices to Holders; provided, however, that (i) the Trustee makes no representation
as to the correctness or accuracy of any such CUSIP number; (ii) the Trustee shall have no liability for any defect in the
CUSIP and ISIN numbers as they appear on any Note, notice or elsewhere and (iii) the effectiveness of any such notice will
not be affected by any defect in, or omission of, any such CUSIP number. The Company will promptly notify the Trustee of any change
in the CUSIP number(s) identifying any Notes.


 


Article 3.     Covenants


 


Section 3.01.     Payment
on Notes.


 


(A)          Generally.
The Company will pay or cause to be paid all the principal of, the Fundamental Change Repurchase Price and Redemption Price for,
interest on, and other amounts due with respect to, the Notes on the dates and in the manner set forth in this Indenture.


 


(B)           Deposit
of Funds. Before 11:00 A.M., New York City time, on each Redemption Date, Fundamental Change Repurchase Date or Interest Payment
Date, and on the Maturity Date or any other date on which any cash amount is due on the Notes, the Company will deposit, or will
cause there to be deposited, with the Paying Agent cash, in funds immediately available on such date, sufficient to pay the cash
amount due on the applicable Notes on such date. The Paying Agent will return to the Company, as soon as practicable, any money
not required for such purpose.


 


Section 3.02.     Exchange
Act Reports.


 


(A)          Generally.
The Company will send to the Trustee copies of all reports that the Company is required to file with the SEC pursuant to Section 13(a) or
15(d) of the Exchange Act within fifteen (15) calendar days after the date that the Company is required to file the same (after
giving effect to all applicable grace periods under the Exchange Act); provided, however, that the Company need not
send to the Trustee any material for which the Company has received, or is seeking in good faith and has not been denied, confidential
treatment by the SEC. Any report that the Company files with the SEC through the EDGAR system (or any successor thereto) will be
deemed to be sent to the Trustee at the time such report is so filed via the EDGAR system (or such successor). Upon the written
request of any Holder, the Company will provide to such Holder a copy of any report that the Company has delivered or filed pursuant
to this Section 3.02(A), other than a report that is deemed to be sent to the Trustee pursuant to the preceding sentence.


 






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(B)            Trustee’s
Disclaimer. The Trustee need not determine whether the Company has filed any material via the EDGAR system (or such successor).
The sending of reports pursuant to Section 3.02(A) to the Trustee will be for informational purposes only, and
the Trustee’s receipt of those reports will not be deemed to constitute actual or constructive notice to the Trustee of any
information contained, or determinable from information contained, therein (as to which the Trustee will be entitled to conclusively
rely on an Officer's Certificate), including the Company’s compliance with any of its covenants under this Indenture. The
Trustee will have no liability or responsibility for the filing, timeliness, or content of such reports.


 


Section 3.03.     Rule 144A
Information.


 


If the Company is not
subject to Section 13 or 15(d) of the Exchange Act at any time when any Notes or shares of Common Stock issuable upon
conversion of the Notes are outstanding and constitute “restricted securities” (as defined in Rule 144), then
the Company (or its successor) will promptly provide, to the Trustee and, upon written request, to any Holder, beneficial owner
or prospective purchaser of such Notes or shares, the information required to be delivered pursuant to Rule 144A(d)(4) under
the Securities Act to facilitate the resale of such Notes or shares pursuant to Rule 144A. The Company (or its successor)
will take such further action as any Holder or beneficial owner of such Notes or shares may reasonably request to enable such Holder
or beneficial owner to sell such Notes or shares pursuant to Rule 144A.


 


Section 3.04.     Additional
Interest.


 


(A)            Accrual
of Additional Interest.


 


(i)            If,
at any time during the six (6) month period beginning on, and including, the date that is six (6) months after the Last
Original Issue Date of any Note,


 


(1)            the
Company fails to timely file any report (other than Form 8-K reports) that the Company is required to file with the SEC pursuant
to Section 13 or 15(d) of the Exchange Act (after giving effect to all applicable grace periods thereunder); or


 


(2)            such
Note is not otherwise Freely Tradable,


 


then Additional Interest will
accrue on such Note for each day during such period on which such failure is continuing or such Note is not Freely Tradable.


 


(ii)           In
addition, Additional Interest will accrue on a Note on each day on which such Note is not Freely Tradable on or after the De-Legending
Deadline Date for such Note.


 






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(B)           Amount
and Payment of Additional Interest. Any Additional Interest that accrues on a Note pursuant to Section 3.04(A) will
be payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per annum equal
to one quarter of one percent (0.25%) of the principal amount thereof for the first ninety (90) days on which Additional Interest
accrues and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount thereof; provided,
however, that in no event will Additional Interest payable for the Company’s failure to comply with its obligations
to timely file any report (other than Form 8-K reports) that the Company is required to file with the SEC pursuant to Section 13
or 15(d) of the Exchange Act, as applicable, pursuant to Section 3.04(A), together with any Special Interest,
accrue on any day on a Note at a combined rate per annum that exceeds one half of one percent (0.50%), regardless of the number
of events or circumstances giving rise to the requirement to pay such Additional Interest or Special Interest. For the avoidance
of doubt, any Additional Interest that accrues on a Note will be in addition to the Stated Interest that accrues on such Note and,
subject to the proviso of the immediately preceding sentence, in addition to any Special Interest that accrues on such Note.


 


(C)           Notice
of Accrual of Additional Interest; Trustee’s Disclaimer. The Company will send written notice to the Holder of each Note
(with a copy to the Trustee), of the commencement and termination of any period in which Additional Interest accrues on such Note.
In addition, if Additional Interest accrues on any Note, then, no later than five (5) Business Days before each date on which
such Additional Interest is to be paid, the Company will deliver an Officer’s Certificate to the Trustee and the Paying Agent
stating (i) that the Company is obligated to pay Additional Interest on such Note on such date of payment; and (ii) the
amount of such Additional Interest that is payable on such date of payment. The Trustee will have no duty to determine whether
any Additional Interest is payable or the amount thereof.


 


(D)          Exclusive
Remedy. The accrual of Additional Interest will be the exclusive remedy available to Holders for the failure of their Notes
to become Freely Tradable.


 


Section 3.05.      Compliance
and Default Certificates.


 


(A)          Annual
Compliance Certificate. Within one hundred twenty (120) days after December 31, 2021 and the end of each fiscal year of
the Company ending thereafter, the Company will deliver an Officer’s Certificate to the Trustee stating (i) that the
signatory thereto has supervised a review of the activities of the Company and its Subsidiaries during such fiscal year with a
view towards determining whether any Default or Event of Default has occurred; and (ii) whether, to such signatory’s
knowledge, a Default or Event of Default has occurred or is continuing (and, if so, describing all such Defaults or Events of Default
and what action the Company is taking or proposes to take with respect thereto).


 


(B)          Default
Certificate. If a Default or Event of Default occurs, then the Company will, within thirty (30) days after an Officer of the
Company obtains knowledge of the occurrence of such Default or Event of Default, deliver an Officer’s Certificate to the
Trustee describing the same and what action the Company is taking or proposes to take with respect thereto.


 


Section 3.06.     Stay,
Extension and Usury Laws.


 


To the extent that
it may lawfully do so, the Company (A) agrees that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever enacted or in force) that may
affect the covenants or the performance of this Indenture; and (B) expressly waives all benefits or advantages of any such
law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power granted to the Trustee
by this Indenture, but will suffer and permit the execution of every such power as though no such law has been enacted.


 






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Section 3.07.     [reserved].


 


Section 3.08.     Acquisition
of Notes by the Company and its Affiliates.


 


Without limiting the
generality of Section 2.18, any Notes that the Company or any of its Subsidiaries have purchased or otherwise acquired
will be deemed to remain outstanding under this Indenture (except to the extent provided in Section 2.16) until such
time as the Company delivers such Notes to the Trustee for cancellation.


 


Article 4.     Repurchase
and Redemption


 


Section 4.01.     No
Sinking Fund.


 


No sinking fund is
required to be provided for the Notes.


 


Section 4.02.     Right
of Holders to Require the Company to Repurchase Notes upon a Fundamental Change.


 


(A)          Right
of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change. Subject to the other terms of this Section 4.02,
if a Fundamental Change occurs, then each Holder will have the right (the “Fundamental Change Repurchase Right”)
to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) on the Fundamental
Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change Repurchase Price.


 


(B)          Repurchase
Prohibited in Certain Circumstances. If the principal amount of the Notes has been accelerated in accordance with the terms
of this Indenture and such acceleration has not been rescinded on or before the Fundamental Change Repurchase Date for a Repurchase
Upon Fundamental Change (including rescission as a result of the payment of the related Fundamental Change Repurchase Price, and
any related interest pursuant to the proviso to Section 4.02(D), on such Fundamental Change Repurchase Date), then
(i) the Company may not repurchase any Notes pursuant to this Section 4.02; and (ii) the Company will cause
any Notes theretofore surrendered for such Repurchase Upon Fundamental Change to be returned to the Holders thereof (or, if applicable
with respect to Global Notes, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of
the applicable beneficial interest in such Notes in accordance with the Depositary Procedures).


 


(C)           Fundamental
Change Repurchase Date. The Fundamental Change Repurchase Date for any Fundamental Change will be a Business Day of the Company’s
choosing that is no more than thirty five (35), nor less than twenty (20), Business Days after the date the Company sends the
related Fundamental Change Notice pursuant to Section 4.02(E), subject to extension if required to comply with law
as a result of a change in law adopted subsequent to January 21, 2021. For the avoidance of doubt, such date, as so extended,
shall be deemed to be the Fundamental Change Repurchase Date for all purposes hereof.


 



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(D)           Fundamental
Change Repurchase Price. The Fundamental Change Repurchase Price for any Note to be repurchased upon a Repurchase Upon Fundamental
Change following a Fundamental Change is an amount in cash equal to the principal amount of such Note plus accrued and unpaid interest
on such Note to, but excluding, the Fundamental Change Repurchase Date for such Fundamental Change; provided, however,
that if such Fundamental Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date,
then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such
Repurchase Upon Fundamental Change, to receive, on or, at the Company’s election, before such Interest Payment Date, the
unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these
purposes, that such Note remained outstanding through such Interest Payment Date, if such Fundamental Change Repurchase Date is
before such Interest Payment Date); and (ii) the Fundamental Change Repurchase Price will not include accrued and unpaid interest
on such Note to, but excluding, such Fundamental Change Repurchase Date. For the avoidance of doubt, if an Interest Payment Date
is not a Business Day within the meaning of Section 2.05(C) and such Fundamental Change Repurchase Date occurs
on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding,
such Interest Payment Date will be paid, in accordance with Section 2.05(C), on the next Business Day to Holders as
of the Close of Business on the immediately preceding Regular Record Date; and (y) the Fundamental Change Repurchase Price
will include interest on Notes to be repurchased from, and including, such Interest Payment Date to, but excluding, the Fundamental
Change Repurchase Date.


 


(E)           Fundamental
Change Notice. On or before the twentieth (20th) Business Day after the occurrence of a Fundamental Change, the Company will
send to each Holder (with a copy to the Trustee and the Conversion Agent (if other than the Trustee) a notice of such Fundamental
Change (a “Fundamental Change Notice”).


 


Such Fundamental Change
Notice must state:


 


(i)            briefly,
the events causing such Fundamental Change;


 


(ii)           the
effective date of such Fundamental Change;


 


(iii)          the
procedures that a Holder must follow to require the Company to repurchase its Notes pursuant to this Section 4.02,
including the deadline for exercising the Fundamental Change Repurchase Right and the procedures for submitting and withdrawing
a Fundamental Change Repurchase Notice;


 


(iv)          the
Fundamental Change Repurchase Date for such Fundamental Change;


 


(v)           the
Fundamental Change Repurchase Price per $1,000 principal amount of Notes for such Fundamental Change (and, if such Fundamental
Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing
of the interest payment payable pursuant to the proviso to Section 4.02(D));


 






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(vi)          the
name and address of the Paying Agent, Trustee and the Conversion Agent;


 


(vii)         the
Conversion Rate in effect on the date of such Fundamental Change Notice and a description and quantification of any adjustments
to the Conversion Rate that may result from such Fundamental Change (including pursuant to Section 5.07);


 


(viii)        that
Notes for which a Fundamental Change Repurchase Notice has been duly tendered and not duly withdrawn must be delivered to the Paying
Agent for the Holder thereof to be entitled to receive the Fundamental Change Repurchase Price;


 


(ix)           that
Notes (or any portion thereof) that are subject to a Fundamental Change Repurchase Notice that has been duly tendered may be converted
only if such Fundamental Change Repurchase Notice is validly withdrawn in accordance with this Indenture; and


 


(x)            the
CUSIP number(s), if any, of the Notes.


 


Neither the failure
to deliver a Fundamental Change Notice nor any defect in a Fundamental Change Notice will limit the Fundamental Change Repurchase
Right of any Holder or otherwise affect the validity of any proceedings relating to any Repurchase Upon Fundamental Change.


 


(F)           Procedures
to Exercise the Fundamental Change Repurchase Right.


 


(i)            Delivery
of Fundamental Change Repurchase Notice and Notes to Be Repurchased. To exercise its Fundamental Change Repurchase Right for
a Note following a Fundamental Change, the Holder thereof must deliver to the Paying Agent:


 


(1)            before
the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date (or such later time
as may be required by law), a duly completed, written Fundamental Change Repurchase Notice with respect to such Note; and


 


(2)            such
Note, duly endorsed for transfer (if such Note is a Physical Note) or by book-entry transfer (if such Note is a Global Note).


 


The Paying Agent will promptly
deliver to the Company a copy of each Fundamental Change Repurchase Notice that it receives.


 


(ii)            Contents
of Fundamental Change Repurchase Notices. Each Fundamental Change Repurchase Notice with respect to a Note must state:


 


(1)            if
such Note is a Physical Note, the certificate number of such Note;


 


(2)            the
principal amount of such Note to be repurchased, which must be an Authorized Denomination; and


 


(3)            that
such Holder is exercising its Fundamental Change Repurchase Right with respect to such principal amount of such Note;


 






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provided, however,
that if such Note is a Global Note, then such Fundamental Change Repurchase Notice must comply with the Depositary Procedures (and
any such Fundamental Change Repurchase Notice delivered in compliance with the Depositary Procedures will be deemed to satisfy
the requirements of this Section 4.02(F)).


 


(iii)          Withdrawal
of Fundamental Change Repurchase Notice. A Holder that has delivered a Fundamental Change Repurchase Notice with respect to
a Note may withdraw such Fundamental Change Repurchase Notice by delivering a written notice of withdrawal to the Paying Agent
at any time before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date.
Such withdrawal notice must state:


 


(1)            if
such Note is a Physical Note, the certificate number of such Note;


 


(2)            the
principal amount of such Note to be withdrawn, which must be an Authorized Denomination; and


 


(3)            the
principal amount of such Note, if any, that remains subject to such Fundamental Change Repurchase Notice, which must be an Authorized
Denomination;


 


provided, however,
that if such Note is a Global Note, then such withdrawal notice must comply with the Depositary Procedures (and any such withdrawal
notice delivered in compliance with the Depositary Procedures will be deemed to satisfy the requirements of this Section 4.02(F)).


 


Upon receipt of any such withdrawal
notice with respect to a Note (or any portion thereof), the Paying Agent will (x) promptly deliver a copy of such withdrawal
notice to the Company; and (y) if such Note is surrendered to the Paying Agent, cause such Note (or such portion thereof in
accordance with Section 2.11, treating such Note as having been then surrendered for partial repurchase in the amount
set forth in such withdrawal notice as remaining subject to repurchase) to be returned to the Holder thereof (or, if applicable
with respect to any Global Note, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent
of the applicable beneficial interest in such Note in accordance with the Depositary Procedures).


 


(G)           Payment
of the Fundamental Change Repurchase Price. Without limiting the Company’s obligation to deposit the Fundamental Change
Repurchase Price within the time proscribed by Section 3.01(B), the Company will cause the Fundamental Change Repurchase
Price for a Note (or portion thereof) to be repurchased pursuant to a Repurchase Upon Fundamental Change to be paid to the Holder
thereof on or before the later of (i) the applicable Fundamental Change Repurchase Date; and (ii) the date (x) such
Note is delivered to the Trustee (in the case of a Physical Note) or (y) the Depositary Procedures relating to the repurchase,
and the delivery to the Paying Agent, of such Holder’s beneficial interest in such Note to be repurchased are complied with
(in the case of a Global Note). For the avoidance of doubt, interest payable pursuant to the proviso to Section 4.02(D) on
any Note to be repurchased pursuant to a Repurchase Upon Fundamental Change must be paid pursuant to such proviso regardless of
whether such Note is delivered or such Depositary Procedures are complied with pursuant to the first sentence of this Section 4.02(G).


 






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(H)           Third
Party May Conduct Repurchase Offer In Lieu of the Company. The Company will be deemed to satisfy its obligations to offer
to repurchase, and to repurchase, the Notes pursuant to this Section 4.02 if a third party makes such an offer in the
same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company as set forth in
this Section 4.02 and such third party purchases all Notes properly surrendered and not validly withdrawn under its
offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company as
set forth in this Section 4.02.


 


(I)            No
Requirement to Conduct an Offer to Repurchase Notes if the Fundamental Change Results in the Notes Becoming Convertible into an
Amount of Cash Exceeding the Fundamental Change Repurchase Price. Notwithstanding anything to the contrary in this Section 4.02,
the Company will not be required to send a Fundamental Change Notice pursuant to Section 4.02(E), or offer to repurchase
or repurchase any Notes pursuant to this Section 4.02, in connection with a Fundamental Change occurring pursuant to
clause (B) (or pursuant to clause (A) that also constitutes a Fundamental Change occurring pursuant to clause (B)) of
the definition thereof, if (i) such Fundamental Change constitutes a Common Stock Change Event whose Reference Property consists
entirely of cash in U.S. dollars; (ii) immediately after such Fundamental Change, the Notes become convertible, pursuant to
Section 5.09(A) and, if applicable, Section 5.07, into consideration that consists solely of U.S.
dollars in an amount per $1,000 aggregate principal amount of Notes that equals or exceeds the Fundamental Change Repurchase Price
per $1,000 aggregate principal amount of Notes (calculated assuming that the same includes the maximum amount of accrued interest
payable as part of the related Fundamental Change Repurchase Price); and (iii) the Company timely sends the notice relating
to such Fundamental Change required pursuant to Section 5.01(C)(i)(3)(b) and includes, in such notice, a statement
that the Company is relying on the provisions described in this Section 4.02(I).


 


(J)            Compliance
with Applicable Securities Laws. To the extent applicable, the Company will comply in all material respects with all federal
and state securities laws in connection with a Repurchase Upon Fundamental Change (including complying with Rules 13e-4 and
14e-1 under the Exchange Act and filing any required Schedule TO, to the extent applicable) so as to permit effecting such Repurchase
Upon Fundamental Change in the manner set forth in this Indenture; provided, however, that, to the extent that the
Company’s obligations pursuant to this Section 4.02 conflict with any law or regulation that is applicable to
the Company and enacted after the Issue Date, the Company’s compliance with such law or regulation will not be considered
to be a default of such obligations.


 


(K)           Repurchase
in Part. Subject to the terms of this Section 4.02, Notes may be repurchased pursuant to a Repurchase Upon Fundamental
Change in part, but only in Authorized Denominations. Provisions of this Section 4.02 applying to the repurchase of
a Note in whole will equally apply to the repurchase of a permitted portion of a Note.


 






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Section 4.03.     Right
of the Company to Redeem the Notes.


 


(A)          No
Right to Redeem Before January 20, 2024. The Company may not redeem the Notes before January 20, 2024.


 


(B)          Right
to Redeem the Notes on or After January 20, 2024. Subject to the terms of this Section 4.03, the Company has
the right, at its election, to redeem all, or any portion in an Authorized Denomination, of the Notes, at any time and from time
to time, on a Redemption Date on or after January 20, 2024 and on or before the fortieth (40th) Scheduled Trading Day immediately
before the Maturity Date, for a cash purchase price equal to the Redemption Price, but only if the Last Reported Sale Price per
share of Common Stock exceeds one hundred thirty percent (130%) of the Conversion Price on (i) each of at least twenty (20)
Trading Days (whether or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including, the Trading
Day immediately before the Redemption Notice Date for such Redemption; and (ii) the Trading Day immediately before such Redemption
Notice Date. For the avoidance of doubt, the calling of any Notes for Redemption will constitute a Make-Whole Fundamental Change
with respect to such Notes pursuant to clause (B) of the definition thereof.


 


(C)          Redemption
Prohibited in Certain Circumstances. If the principal amount of the Notes has been accelerated in accordance with the terms
of this Indenture and such acceleration has not been rescinded on or before the Redemption Date (including rescission as a result
of the payment of the related Redemption Price, and any related interest pursuant to the proviso to Section 4.03(E),
on such Redemption Date), then (i) the Company may not redeem any Notes pursuant to this Section 4.03; and (ii) the
Company will cause any Notes theretofore surrendered for such Redemption to be returned to the Holders thereof (or, if applicable
with respect to Global Notes, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of
the applicable beneficial interests in such Notes in accordance with the Depositary Procedures).


 


(D)          Redemption
Date. The Redemption Date for any Redemption will be a Business Day of the Company’s choosing that is no more than sixty
five (65), nor less than forty five (45), Scheduled Trading Days after the Redemption Notice Date for such Redemption; provided,
however, that if, in accordance with Section 5.03(A), the Company elects to settle all conversions of Notes
with a Conversion Date that occurs on or after the Redemption Notice Date and on or before the second (2nd) Business Day immediately
before the related Redemption Date by Physical Settlement, then the Company may instead elect to choose a Redemption Date that
is a Business Day no more than sixty (60), nor less than thirty (30), calendar days after such Redemption Notice Date.


 






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(E)           Redemption
Price. The Redemption Price for any Note called for Redemption is an amount in cash equal to the principal amount of such Note
plus accrued and unpaid interest on such Note to, but excluding, the Redemption Date for such Redemption; provided, however,
that if such Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, then (i) the
Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Redemption, to
receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued
on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding
through such Interest Payment Date, if such Redemption Date is before such Interest Payment Date); and (ii) the Redemption
Price will not include accrued and unpaid interest on such Note to, but excluding, such Redemption Date. For the avoidance of doubt,
if an Interest Payment Date is not a Business Day within the meaning of Section 2.05(C) and such Redemption Date
occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to,
but excluding, such Interest Payment Date will be paid, in accordance with Section 2.05(C), on the next Business Day
to Holders as of the Close of Business on the immediately preceding Regular Record Date; and (y) the Redemption Price will
include interest on Notes to be redeemed from, and including, such Interest Payment Date to, but excluding, such Redemption Date.


 


(F)           Redemption
Notice. To call any Notes for Redemption, the Company must send to each Holder of such Notes, the Trustee and the Paying Agent
a written notice of such Redemption (a “Redemption Notice”).


 


Such Redemption Notice
must state:


 


(i)            that
such Notes have been called for Redemption, briefly describing the Company’s Redemption right under this Indenture;


 


(ii)           the
Redemption Date for such Redemption;


 


(iii)          the
Redemption Price per $1,000 principal amount of Notes for such Redemption (and, if the Redemption Date is after a Regular Record
Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant to
the proviso to Section 4.03(E));


 


(iv)          the
name and address of the Paying Agent and the Conversion Agent;


 


(v)           that
Notes called for Redemption may be converted at any time before the Close of Business on the second (2nd) Business Day
immediately before the Redemption Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full,
at any time until such time as the Company pays such Redemption Price in full);


 


(vi)          the
Conversion Rate in effect on the Redemption Notice Date for such Redemption and a description and quantification of any adjustments
to the Conversion Rate that may result from such Redemption (including pursuant to Section 5.07);


 


(vii)         the
Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after such Redemption Notice
Date and prior to the Close of Business on the second (2nd) Business Day immediately before such Redemption Date; and


 


(viii)        the
CUSIP number(s), if any, of the Notes.


 


On or before the Redemption
Notice Date, the Company will send a copy of such Redemption Notice to the Trustee and the Paying Agent.


 






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(G)           Selection,
Conversion and Transfer of Notes to Be Redeemed in Part. If less than all Notes then outstanding are called for Redemption,
then:


 


(i)            the
Notes to be redeemed will be selected by the Company as follows: (1) in the case of Global Notes, in accordance with the Depositary
Procedures; and (2) in the case of Physical Notes, the Trustee will select the Notes to be redeemed (in an Authorized Denomination)
by lot, on a pro rata basis or in such other manner as it shall deem appropriate and fair; and


 


(ii)           if
only a portion of a Note is subject to Redemption and such Note is converted in part, then the converted portion of such Note will
be deemed to be from the portion of such Note that was subject to Redemption.


 


(H)           Payment
of the Redemption Price. Without limiting the Company’s obligation to deposit the Redemption Price by the time proscribed
by Section 3.01(B), the Company will cause the Redemption Price for a Note (or portion thereof) subject to Redemption
to be paid to the Holder thereof on or before the applicable Redemption Date. For the avoidance of doubt, interest payable pursuant
to the proviso to Section 4.03(E) on any Note (or portion thereof) subject to Redemption must be paid pursuant
to such proviso.


 


(I)            Special
Provisions for Partial Calls. If the Company elects to redeem less than all of the outstanding Notes pursuant to this Section 4.03,
and the Holder of any Note, or any owner of a beneficial interest in any Global Note, is reasonably not able to determine, before
the Close of Business on the forty second (42nd) Scheduled Trading Day (or, if the Company irrevocably elects Physical Settlement
for all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before
the second (2nd) Business Day immediately before the Redemption Date for such Redemption, the tenth (10th) calendar
day) immediately before the Redemption Date for such Redemption, whether such Note or beneficial interest, as applicable, is to
be redeemed pursuant to such Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial
interest, as applicable, at any time before the Close of Business on the second (2nd) Business Day immediately before such Redemption
Date, and each such conversion will be deemed to be of a Note called for Redemption for purposes of this Section 4.03
and Sections 5.01(C)(i)(4) and 5.07.


 


Article 5.     Conversion


 


Section 5.01.     Right
to Convert.


 


(A)          Generally.
Subject to the provisions of this Article 5, each Holder may, at its option, convert such Holder’s Notes into
Conversion Consideration.


 


(B)           Conversions
in Part. Subject to the terms of this Indenture, Notes may be converted in part, but only in Authorized Denominations. Provisions
of this Article 5 applying to the conversion of a Note in whole will equally apply to conversions of a permitted portion
of a Note.


 


(C)           When
Notes May Be Converted.


 


(i)            Generally.
Subject to Section 5.01(C)(ii), a Note may be converted only in the following circumstances:


 






     -
                                                                                      39 -


     


    

 


(1)            Conversion
upon Satisfaction of Common Stock Sale Price Condition. A Holder may convert its Notes during any calendar quarter (and only
during such calendar quarter) commencing after the calendar quarter ending on June 30, 2021, if the Last Reported Sale Price
per share of Common Stock exceeds one hundred thirty percent (130%) of the Conversion Price for each of at least twenty (20) Trading
Days (whether or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including, the last Trading Day
of the immediately preceding calendar quarter.


 


(2)            Conversion
upon Satisfaction of Note Trading Price Condition. A Holder may convert its Notes during the five (5) consecutive Business
Days immediately after any ten (10) consecutive Trading Day period (such ten (10) consecutive Trading Day period, the
 “Measurement Period”) if the Trading Price per $1,000 principal amount of Notes, as determined following a request
by a Holder in accordance with the procedures and conditions set forth below, for each Trading Day of the Measurement Period was
less than ninety eight percent (98%) of the product of the Last Reported Sale Price per share of Common Stock on such Trading Day
and the Conversion Rate on such Trading Day. The condition set forth in the preceding sentence is referred to in this Indenture
as the “Trading Price Condition.”


 


The Trading Price will be determined
by the Bid Solicitation Agent pursuant to this Section 5.01(C)(i)(2) and the definition of “Trading Price.”
The Bid Solicitation Agent (if not the Company) will have no obligation to solicit the Trading Price of the Notes unless the Company
has requested such solicitation in writing, and the Company will have no obligation to make such request (or seek bids or otherwise
determine the Trading Price itself) unless a Holder(s) of at least one million dollars ($1,000,000) aggregate principal amount
of Notes request(s) in writing that the Company make such a determination and provide(s) the Company with reasonable
evidence that the Trading Price per $1,000 principal amount of Notes would be less than ninety eight percent (98%) of the product
of the Last Reported Sale Price per share of Common Stock and the Conversion Rate on such Trading Day. If such Holder(s) so
request(s) or provide(s) such evidence, then the Company will (if acting as Bid Solicitation Agent), or will instruct
the Bid Solicitation Agent in writing to, determine the Trading Price of the Notes in accordance with the bids solicited by the
Bid Solicitation Agent, beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000
principal amount of Notes is greater than or equal to ninety eight percent (98%) of the product of the Last Reported Sale Price
per share of Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time as the Company directs
the Bid Solicitation Agent (if other than the Company) in writing to solicit bid quotations, the Company shall provide the Bid
Solicitation Agent with the names and contact details of the three (3) nationally recognized independent securities dealers
selected by the Company, and the Company shall direct those security dealers to provide bids to the Bid Solicitation Agent in accordance
with the definition of “Trading Price.” If the Trading Price Condition has been met as set forth above, then the Company
will notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the same. If, on any Trading Day after
the Trading Price Condition has been met as set forth above, the Trading Price per $1,000 principal amount of Notes is greater
than or equal to ninety eight percent (98%) of the product of the Last Reported Sale Price per share of Common Stock on such Trading
Day and the Conversion Rate on such Trading Day, then the Company will notify the Holders, the Trustee and the Conversion Agent
(if other than the Trustee) of the same.


 






     - 40
                                                                                      -


     


    







 


(3)            Conversion
upon Specified Corporate Events.


 


(a)           Certain
Distributions. If the Company elects to:


 


(I)            distribute,
to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder
rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a
triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation
from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60)
calendar days after the Record Date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share
that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading
Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner
set forth in the third paragraph of Section 5.05(A)(ii)); or


 


(II)            distribute,
to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s
securities (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the
Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed
under this clause (II) upon their separation from the Common Stock or upon the occurrence of such triggering event), which
distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%)
of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced,


 






    	 	- 41 -	 



     


    

 


then, in either case, the Company
will send written notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion
Agent (if other than the Trustee) at least fifty (50) Scheduled Trading Days before the Ex-Dividend Date for such distribution
(or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any
such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such
separation or triggering event has occurred or will occur). However, if the Company is then otherwise permitted to settle conversions
of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not elected (or been deemed to have elected)
another Settlement Method to apply, including pursuant to Section 5.03(A)(i)), then the Company may instead elect to
provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in which case (x) the Company
must settle all conversions of Notes with a Conversion Date occurring on or after the date the Company provides such notice and
on or before the Close of Business on the Business Day immediately before the Ex-Dividend Date for such distribution (or any earlier
announcement by the Company that such distribution will not take place) by Physical Settlement; and (y) such notice must state
that all such conversions will be settled by Physical Settlement. Once the Company has sent such notice, Holders may convert their
Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the
Company’s announcement that such distribution will not take place.


 


The Notes will not become convertible
pursuant to this Section 5.01(C)(i)(3)(a) (but the Company will still be required to send notice of the distribution
as described above), if each Holder participates in such distribution, at the same time and upon the same terms as holders of the
Common Stock and solely as a result of holding the Notes, without having to convert its Notes, as if it held a number of shares
of Common Stock equal to the Conversion Rate on the related Record Date for the distribution, multiplied by the aggregate principal
amount (expressed in thousands) of Notes held by such Holder on such date.


 


(b)           Certain
Corporate Events. If a Fundamental Change, Make-Whole Fundamental Change (other than a Make-Whole Fundamental Change pursuant
to clause (B) of the definition thereof) or Common Stock Change Event occurs (other than a merger or other business
combination transaction that is effected solely to change the Company’s jurisdiction of incorporation and that does not constitute
a Fundamental Change or a Make-Whole Fundamental Change), then, in each case, Holders may convert their Notes at any time from,
and including, the effective date of such transaction or event to, and including, the thirty fifth (35th) Trading Day after such
effective date (or, if such transaction or event also constitutes a Fundamental Change (other than an Exempted Fundamental Change),
to, but excluding, the related Fundamental Change Repurchase Date); provided, however, that if the Company does not
provide to the Holders the notice referred to in the immediately following sentence by such effective date, then the last day on
which the Notes are convertible pursuant to this sentence will be extended by the number of Business Days from, and including,
such effective date to, but excluding, the date the Company provides such notice to the Holders. No later than the Business Day
after such effective date, the Company will send written notice to the Holders, the Trustee and the Conversion Agent (if other
than the Trustee) of such transaction or event, such effective date and the related right to convert Notes.


 






    	 	- 42 -	 



     


    

 


(4)            Conversion
upon Redemption. If the Company calls all or any Notes for Redemption, then the Holder of any Note called for Redemption may
convert such Note at any time before the Close of Business on the second (2nd) Business Day immediately before the related Redemption
Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time as
the Company pays such Redemption Price in full). After that time, the right to convert such Notes on account of the Company’s
delivery of the Notice of Redemption will expire.


 


(5)            Conversions
During Free Convertibility Period. A Holder may convert its Notes at any time from, and including, October 15, 2025 until
the Close of Business on the second (2nd) Scheduled Trading Day immediately before the Maturity Date.


 


For the avoidance of doubt, the
Notes may become convertible pursuant to any one or more of the preceding sub-paragraphs of this Section 5.01(C)(i) and
the Notes ceasing to be convertible pursuant to a particular sub-paragraph of this Section 5.01(C)(i) will not
preclude the Notes from being convertible pursuant to any other sub-paragraph of this Section 5.01(C)(i).


 


(ii)            Limitations
and Closed Periods. Notwithstanding anything to the contrary in this Indenture or the Notes:


 


(1)            Notes
may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business
Day;


 


(2)            in
no event may any Note be converted after the Close of Business on the second (2nd) Scheduled Trading Day immediately before the
Maturity Date;


 


(3)            if
the Company calls any Note for Redemption pursuant to Section 4.03, then the Holder of such Note may not convert such
Note after the Close of Business on the second (2nd) Business Day immediately before the applicable Redemption Date,
except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Indenture; and


 


(4)            if
a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.02(F) with respect to any Note,
then such Note may not be converted, except to the extent (a) such Note (or portion thereof) is not subject to such notice;
(b) such notice is validly withdrawn in accordance with Section 4.02(F); or (c) the Company fails to pay
the Fundamental Change Repurchase Price for such Note on the Fundamental Change Repurchase Date in accordance with this Indenture.


 






    	 	- 43 -	 



     


    

 


Section 5.02.       Conversion
Procedures.


 


(A)            Generally.


 


(i)            Global
Notes. To convert a beneficial interest in a Global Note that is convertible pursuant to Section 5.01(C), the owner
of such beneficial interest must (1) comply with the Depositary Procedures for converting such beneficial interest (at which
time such conversion will become irrevocable); and (2) pay any amounts due pursuant to Section 5.02(D) or
Section 5.02(E).


 


(ii)            Physical
Notes. To convert all or a portion of a Physical Note that is convertible pursuant to Section 5.01(C), the Holder
of such Note must (1) complete, manually sign and deliver to the Conversion Agent the conversion notice attached to such Physical
Note or a facsimile of such conversion notice (at which time such conversion will become irrevocable); (2) deliver such Physical
Note to the Conversion Agent; (3) furnish any endorsements and transfer documents that the Company, the Trustee or the Conversion
Agent may require; and (4) pay any amounts due pursuant to Section 5.02(D) or Section 5.02(E).


 


(B)             Effect
of Converting a Note. At the Close of Business on the Conversion Date for a Note (or any portion thereof) to be converted,
such Note (or such portion) will (unless there occurs a Default in the delivery of the Conversion Consideration or interest due,
pursuant to Section 5.03(B) or Section 5.02(D), upon such conversion) be deemed to cease to be outstanding
(and, for the avoidance of doubt, no Person will be deemed to be a Holder of such Note (or such portion thereof) as of the Close
of Business on such Conversion Date), except to the extent provided in Section 5.02(D).


 


(C)             Holder
of Record of Conversion Shares. The Person in whose name any share of Common Stock is issuable upon conversion of any Note
will be deemed to become the holder of record of such share as of the Close of Business on (i) the Conversion Date for such
conversion, in the case of Physical Settlement; or (ii) the last VWAP Trading Day of the Observation Period for such conversion,
in the case of Combination Settlement.


 






    	 	- 44 -	 



     


    

 


(D)            Interest
Payable upon Conversion in Certain Circumstances. If the Conversion Date of a Note is after a Regular Record Date and before
the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will
be entitled, notwithstanding such conversion (and, for the avoidance of doubt, notwithstanding anything set forth in the proviso
to this sentence), to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that
would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note
remained outstanding through such Interest Payment Date); and (ii) the Holder surrendering such Note for conversion must deliver
to the Conversion Agent, at the time of such surrender, an amount of cash equal to the amount of such interest referred to in clause
(i) above (regardless of whether the converting Holder was the Holder on the corresponding Regular Record Date); provided,
however, that the Holder surrendering such Note for conversion need not deliver such cash (w) if the Company has specified
a Redemption Date that is after such Regular Record Date and on or before the second (2nd) Business Day immediately after such
Interest Payment Date; (x) if such Conversion Date occurs after the Regular Record Date immediately before the Maturity Date;
(y) if the Company has specified a Fundamental Change Repurchase Date that is after such Regular Record Date and on or before
the Business Day immediately after such Interest Payment Date; or (z) to the extent of any overdue interest or interest that
has accrued on any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note. For the
avoidance of doubt, as a result of, and without limiting the generality of, the foregoing, if a Note is converted with a Conversion
Date that is after the Regular Record Date immediately before the Maturity Date, any Redemption Date and any Fundamental Change
Repurchase Date described in clauses (w) through (z) above, then the Company will pay, as provided above, the interest
that would have accrued on such Note to, but excluding, the Maturity Date or other applicable Interest Payment Date to Holders
as of the Close of Business on the Regular Record Date immediately before the Maturity Date or other applicable Interest Payment
Date. For the avoidance of doubt, if the Conversion Date of a Note to be converted is on an Interest Payment Date, then the Holder
of such Note at the Close of Business on the Regular Record Date immediately before such Interest Payment Date will be entitled
to receive, on such Interest Payment Date, the unpaid interest that has accrued on such Note to, but excluding, such Interest Payment
Date, and such Note, when surrendered for conversion, need not be accompanied by any cash amount pursuant to the first sentence
of this Section 5.02(D).


 


(E)            Taxes
and Duties. If a Holder converts a Note, the Company will pay any documentary, stamp or similar issue or transfer tax or duty
due on the issue or delivery of any shares of Common Stock upon such conversion; provided, however, that if any tax
or duty is due because such Holder requested such shares to be registered in a name other than such Holder’s name, then such
Holder will pay such tax or duty and, until having received a sum sufficient to pay such tax or duty, the Conversion Agent may
refuse to deliver any such shares to be registered in a name other than that of such Holder.


 


(F)             Conversion
Agent to Notify Company of Conversions. If any Note is submitted for conversion to the Conversion Agent or the Conversion Agent
receives any written notice of conversion with respect to a Note, then the Conversion Agent will promptly notify the Company and
the Trustee of such occurrence, together with any other information reasonably requested by the Company, and will cooperate with
the Company to determine the Conversion Date for such Note. For these purposes, conversion instructions with respect to any Global
Note which instructions are delivered to the Conversion Agent by means of a “Voluntary Offering Instruction” pursuant
to the Depositary Procedures will be deemed to be in writing.


 


Section 5.03.       Settlement
upon Conversion.


 


(A)            Settlement
Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and
as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of
fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely
cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”); or (z) a combination
of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a
 “Combination Settlement”).


 






    	 	- 45 -	 



     


    

 


(i)            The
Company’s Right to Elect Settlement Method. The Company will have the right to elect the Settlement Method applicable
to any conversion of a Note; provided, however, that:


 


(1)            subject
to clause (3) below, all conversions of Notes with a Conversion Date that occurs on or after October 15, 2025
will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders (with a
written copy of such notice to the Trustee and the Conversion Agent (if other than the Trustee)) no later than the Open of Business
on October 15, 2025;


 


(2)            subject
to clause (3) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion
Date occurs before October 15, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note
(with a written copy of such notice to the Trustee and the Conversion Agent (if other than the Trustee)) no later than the Close
of Business on the Business Day immediately after such Conversion Date;


 


(3)            if
any Notes are called for Redemption, then (x) the Company will specify, in the related Redemption Notice (and, in the case
of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption)
sent pursuant to Section 4.03(F), the Settlement Method that will apply to all conversions of Notes with a Conversion
Date that occurs on or after the related Redemption Notice Date and before the Close of Business on the second (2nd) Business Day
immediately before the related Redemption Date; and (y) if such Redemption Date occurs on or after October 15, 2025,
then such Settlement Method must be the same Settlement Method that, pursuant to clause (1) above, applies to all conversions
of Notes with a Conversion Date that occurs on or after October 15, 2025;


 


(4)            the
Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance
of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different
Conversion Dates, except as provided in clause (1) or (3) above);


 


(5)            if
the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed
to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not
constitute a Default or Event of Default);


 


(6)            if
the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify in writing
the Holder of such Note, the Trustee and the Conversion Agent (if other than the Trustee) of the applicable Specified Dollar Amount,
then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for
the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and


 






    	 	- 46 -	 



     


    

 


(7)            the
Settlement Method will be subject to Section 5.09(A)(2).


 


(ii)            The
Company’s Right to Irrevocably Fix the Settlement Method. The Company will have the right, exercisable at its election
by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent (if other than the Trustee)),
to (1) irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs
on or after the date such notice is sent to Holders; or (2) irrevocably elect Combination Settlement to apply to all conversions
of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, and eliminate a Specified Dollar
Amount or range of Specified Dollar Amounts that will apply to such conversions, provided, in each case, that (w) the
Settlement Method(s) so elected pursuant to clause (1) or (2) above must be a Settlement Method or Settlement Method(s),
as applicable, that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to,
the other provisions of this Section 5.03(A)); (x) no such irrevocable election or Default Settlement Method change
will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Indenture
(including pursuant to Section 8.01(G) or this Section 5.03(A)); (y) upon any such irrevocable
election pursuant to clause (1) above, the Default Settlement Method will automatically be deemed to be set to the Settlement
Method so fixed; and (z) upon any such irrevocable election pursuant to clause (2) above, the Company will, if needed,
simultaneously change the Default Settlement Method to Combination Settlement with a Specified Dollar Amount that is consistent
with such irrevocable election. Such notice, if sent, must set forth the applicable Settlement Method and expressly state that
the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date
such notice is sent to Holders. In addition, the Company will not make any such irrevocable election or Default Settlement Method
change, or otherwise elect a Settlement Method in connection with a conversion of Notes or for a period during which Notes may
be converted, if the Company’s delivery of the maximum number of shares of Common Stock pursuant to such irrevocable election
or Settlement Method would violate the Common Stock Purchase Agreement. For the avoidance of doubt, such an irrevocable election,
if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 8.01(G) (it
being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).


 


(iii)            Requirement
to Publicly Disclose the Fixed or Default Settlement Method. If the Company changes the Default Settlement Method or irrevocably
fixes the Settlement Method pursuant to this Section 5.03(A), then the Company will either post the Default Settlement
Method or fixed Settlement Method, as applicable, on its website or disclose the same in a Current Report on Form 8-K (or
any successor form) that is filed with the SEC.


 






    	 	- 47 -	 



     


    

 


(B)             Conversion
Consideration.


 


(i)           Generally.
Subject to Section 5.03(B)(ii) and Section 5.03(B)(iii), the type and amount of consideration (the
 “Conversion Consideration”) due in respect of each $1,000 principal amount of a Note to be converted will be
as follows:


 


(1)            if
Physical Settlement applies to such conversion, a number of shares of Common Stock equal to the Conversion Rate in effect on the
Conversion Date for such conversion;


 


(2)            if
Cash Settlement applies to such conversion, cash in an amount equal to the sum of the Daily Conversion Values for each VWAP Trading
Day in the Observation Period for such conversion; or


 


(3)            if
Combination Settlement applies to such conversion, consideration consisting of (a) a number of shares of Common Stock equal
to the sum of the Daily Share Amounts for each VWAP Trading Day in the Observation Period for such conversion; and (b) an
amount of cash equal to the sum of the Daily Cash Amounts for each VWAP Trading Day in such Observation Period.


 


(ii)            Cash
in Lieu of Fractional Shares. If Physical Settlement or Combination Settlement applies to the conversion of any Note and the
number of shares of Common Stock deliverable pursuant to Section 5.03(B)(i) upon such conversion is not a whole
number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other
consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1) such
fraction and (2) (x) the Daily VWAP on the Conversion Date for such conversion (or, if such Conversion Date is not a
VWAP Trading Day, the immediately preceding VWAP Trading Day), in the case of Physical Settlement; or (y) the Daily VWAP on
the last VWAP Trading Day of the Observation Period for such conversion, in the case of Combination Settlement.


 


(iii)           Conversion
of Multiple Notes by a Single Holder. If a Holder converts more than one (1) Note on a single Conversion Date, then the
Conversion Consideration due in respect of such conversion will (in the case of any Global Note, to the extent permitted by, and
practicable under, the Depositary Procedures) be computed based on the total principal amount of Notes converted on such Conversion
Date by such Holder.


 


(iv)          Notice
of Calculation of Conversion Consideration. If Cash Settlement or Combination Settlement applies to the conversion of any Note,
then the Company will determine the Conversion Consideration due thereupon promptly following the last VWAP Trading Day of the
applicable Observation Period and will promptly thereafter send notice to the Trustee and the Conversion Agent of the same and
the calculation thereof in reasonable detail. Neither the Trustee nor the Conversion Agent will have any duty to make any such
determination.


 






    	 	- 48 -	 



     


    

 


(C)             Delivery
of the Conversion Consideration. Except as set forth in Sections 5.05(C) and 5.09, the Company will pay
or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Holder as follows: (i) if
Cash Settlement or Combination Settlement applies to such conversion, on or before the second (2nd) Business Day immediately after
the last VWAP Trading Day of the Observation Period for such conversion; and (ii) if Physical Settlement applies to such conversion,
on or before the second (2nd) Business Day immediately after the Conversion Date for such conversion, provided that with
respect to conversions for which Physical Settlement applies and the relevant Conversion Date occurs after the Regular Record Date
immediately preceding the Maturity Date, such settlement will occur on the Maturity Date (or, if the Maturity Date is not a Business
Day, on the next succeeding Business Day) and the Conversion Date will instead be deemed to be the second Scheduled Trading Day
immediately before the Maturity Date.


 


(D)            Deemed
Payment of Principal and Interest; Settlement of Accrued Interest Notwithstanding Conversion. If a Holder converts a Note,
then the Company will not adjust the Conversion Rate to account for any accrued and unpaid interest on such Note, and, except as
provided in Section 5.02(D), the Company’s payment or delivery of the Conversion Consideration due in respect
of such conversion will be deemed to fully satisfy and discharge the Company’s obligation to pay the principal of, and accrued
and unpaid interest, if any, on, such Note to, but excluding the Conversion Date. As a result, except as provided in Section 5.02(D),
any accrued and unpaid interest on a converted Note will be deemed to be paid in full rather than cancelled, extinguished or forfeited.
In addition, subject to Section 5.02(D), if the Conversion Consideration for a Note consists of both cash and shares
of the Common Stock, then accrued and unpaid interest that is deemed to be paid therewith will be deemed to be paid first out of
such cash.


 


Section 5.04.       Reserve
and Status of Common Stock Issued upon Conversion.


 


(A)            Stock
Reserve. At all times when any Notes are outstanding, the Company will reserve, out of its authorized but unissued and unreserved
shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming
(x) Physical Settlement will apply to such conversion; and (y) the Conversion Rate is increased by the maximum amount
pursuant to which the Conversion Rate may be increased pursuant to Section 5.07. To the extent the Company delivers
shares of Common Stock held in its treasury in settlement of the conversion of any Notes, each reference in this Indenture or the
Notes to the issuance of shares of Common Stock in connection therewith will be deemed to include such delivery, mutatis mutandis.


 


(B)             Status
of Conversion Shares; Listing. Each Conversion Share, if any, delivered upon conversion of any Note will be a newly issued
or treasury share (except that any Conversion Share delivered by a designated financial institution pursuant to Section 5.08
need not be a newly issued or treasury share) and will be duly and validly issued, fully paid, non-assessable, free from preemptive
rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction
of the Holder of such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on
any securities exchange, or quoted on any inter-dealer quotation system, then the Company will use reasonable best efforts to cause
each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on
such system.


 






    	 	- 49 -	 



     


    

 


Section 5.05.       Adjustments
to the Conversion Rate.


 


(A)            Events
Requiring an Adjustment to the Conversion Rate. The Conversion Rate will be adjusted from time to time as follows:


 


(i)             Stock
Dividends, Splits and Combinations. If the Company issues solely shares of Common Stock as a dividend or distribution on all
or substantially all shares of the Common Stock, or if the Company effects a stock split or a stock combination of the Common Stock
(in each case excluding an issuance solely pursuant to a Common Stock Change Event, as to which Section 5.09 will apply),
then the Conversion Rate will be adjusted based on the following formula:


 





 


where:


 





	 	CR0	=	the
Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or
immediately before the Open of Business on the Effective Date of such stock split or stock combination, as applicable;
	 	 	 	 
	 	CR1	=	the
Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or the Open of Business on such Effective
Date, as applicable;
	 	 	 	 
	 	OS0	=	the number
of shares of Common Stock outstanding immediately before the Open of Business on such Ex-Dividend Date or Effective Date, as applicable,
without giving effect to such dividend, distribution, stock split or stock combination; and 
	 	 	 	 
	 	OS1	=	the
number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, stock split or stock
combination.



 


For the avoidance of doubt, each
adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(i) will become effective as of the time
set forth in the preceding definition of CR1. If any dividend, distribution, stock split or stock combination
of the type described in this Section 5.05(A)(i) is declared or announced, but not so paid or made, then the Conversion
Rate will be readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution or
to effect such stock split or stock combination, to the Conversion Rate that would then be in effect had such dividend, distribution,
stock split or stock combination not been declared or announced.


 






    	 	- 50 -	 



     


    

 


(ii)            Rights,
Options and Warrants. If the Company distributes, to all or substantially all holders of Common Stock, rights, options or warrants
(other than rights issued or otherwise distributed pursuant to a stockholder rights plan, as to which Section 5.05(E) will
apply) entitling such holders, for a period of not more than sixty (60) calendar days after the Record Date of such distribution,
to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale
Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately
before the date such distribution is announced, then the Conversion Rate will be increased based on the following formula:


 





 


where:


 





	 	CR0	=	the
Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution;
	 	 	 	 
	 	CR1	=	the
Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;
	 	 	 	 
	 	OS	=	the number of shares of Common Stock outstanding immediately before the Open of Business on
such Ex-Dividend Date;
	 	 	 	 
	 	X	=	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants;
and
	 	 	 	 
	 	Y	=	a number of shares of Common Stock obtained by dividing (x) the aggregate price payable
to exercise such rights, options or warrants by (y) the average of the Last Reported Sale Prices per share of Common Stock
for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution
is announced.



 


For the avoidance of doubt, each
adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(ii) will become effective at the time
set forth in the preceding definition of CR1. To the extent that shares of Common Stock are not delivered after
the expiration of such rights, options or warrants (including as a result of such rights, options or warrants not being exercised),
the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the increase to the Conversion Rate
for such distribution been made on the basis of delivery of only the number of shares of Common Stock actually delivered upon exercise
of such rights, option or warrants. To the extent such rights, options or warrants are not so distributed, the Conversion Rate
will be readjusted, effective as of the date the Company’s Board of Directors determines not to distribute such rights, options
or warrants, to the Conversion Rate that would then be in effect had the Ex-Dividend Date for the distribution of such rights,
options or warrants not occurred.


 






    	 	- 51 -	 



     


    

 


For purposes of this Section 5.05(A)(ii) and
Section 5.01(C)(i)(3)(a)(I), in determining whether any rights, options or warrants entitle holders of Common Stock
to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale
Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately
before the date the distribution of such rights, options or warrants is announced, and in determining the aggregate price payable
to exercise such rights, options or warrants, there will be taken into account any consideration the Company receives for such
rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration, if not cash, to be
determined by the Company in good faith and in a commercially reasonable manner.


 


 


(iii)           Spin-Offs
and Other Distributed Property.


 


(1)            Distributions
Other than Spin-Offs. If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets
or property of the Company, or rights, options or warrants to acquire Capital Stock of the Company or other securities, to all
or substantially all holders of the Common Stock, excluding:


 


(u)           dividends,
distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required (or would be required assuming
the Initial Dividend Threshold were zero and/or without regard to the Deferral Exception) pursuant to Section 5.05(A)(i) or
5.05(A)(ii);


 


(v)           dividends
or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required (or would be required without
regard to the Deferral Exception) pursuant to Section 5.05(A)(iv);


 


(w)           rights
issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 5.05(E);


 


(x)            Spin-Offs
for which an adjustment to the Conversion Rate is required (or would be required without regard to the Deferral Exception) pursuant
to Section 5.05(A)(iii)(2);


 


(y)           a
distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will
apply; and


 


(z)            a
distribution solely pursuant to a Common Stock Change Event, as to which Section 5.09 will apply,


 






    	 	- 52 -	 



     


    

 


then the Conversion Rate will be
increased based on the following formula:


 





 


where:


 





	 	CR0
	=	the Conversion Rate in effect immediately before the Open of
Business on the Ex-Dividend Date for such distribution;
	 	 	 	 
	 	CR1	=	the Conversion Rate in effect immediately after the Open of
Business on such Ex-Dividend Date;
	 	 	 	 
	 	SP	=	the average of the Last Reported Sale Prices per share of Common
Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date;
and
	 	 	 	 
	 	FMV	=	the fair market value (as determined by the Company in good
faith and in a commercially reasonable manner), as of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness,
assets, property, rights, options or warrants distributed per share of Common Stock pursuant to such distribution;



 


provided, however,
that if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each
Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the Record Date for such distribution, at
the same time and on the same terms as holders of Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness,
assets, property, rights, options or warrants that such Holder would have received if such Holder had owned, on such Record Date,
a number of shares of Common Stock equal to the Conversion Rate in effect on such Record Date. For the avoidance of doubt, each
adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(iii)(1) will become effective at the time
set forth in the preceding definition of CR1.


 


To the extent such distribution
is not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment
been made on the basis of only the distribution, if any, actually made or paid.


 


If the Company issues rights, options
or warrants that are only exercisable upon the occurrence of certain triggering events, then the Company will not adjust the Conversion
Rate pursuant to the foregoing in this Section 5.05(A)(iii)(1) until the earliest of these triggering events occurs;
provided that the rights, options or warrants trade together with the Common Stock and will be issued in respect of future
issuances of shares of Common Stock.


 






    	 	- 53 -	 



     


    

 


(2)            Spin-Offs.
If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating
to a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely
pursuant to (x) a Common Stock Change Event, as to which Section 5.09 will apply; or (y) a tender offer or
exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Capital Stock
or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national
securities exchange (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula:


 





 


where:


 





	 	CR0	=	the Conversion Rate in effect immediately before the Close of
Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off;
	 	 	 	 
	 	CR1	=	the Conversion Rate in effect immediately after the Close of
Business on the last Trading Day of the Spin-Off Valuation Period;
	 	 	 	 
	 	FMV	=	the product of (x) the average of the Last Reported Sale Prices
per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day
period (the “Spin-Off Valuation Period”) beginning on, and including, the Ex-Dividend Date for such Spin-Off
(such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price, Trading Day and
Market Disruption Event were instead references to such Capital Stock or equity interests) and (y) the number of shares or units
of such capital stock or equity interests distributed per share of Common Stock in such Spin-Off; and
	 	 	 	 
	 	SP	=	the average of the Last Reported Sale Prices per share of Common
Stock for each Trading Day in the Spin-Off Valuation Period.



 


For the avoidance of doubt, each
adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(iii)(2) will become effective at the time
set forth in the preceding definition of CR1. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2),
(i) if any VWAP Trading Day of the Observation Period for a Note whose conversion will be settled pursuant to Cash Settlement
or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining
the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of
the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such VWAP
Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs
during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for
such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and
including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date.


 






    	 	- 54 -	 



     


    

 


To the extent any dividend or distribution
of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will
be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend
or distribution, if any, actually made or paid.


 


(iv)          Cash
Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Common Stock,
other than a regular quarterly cash dividend that does not exceed the Initial Dividend Threshold, then the Conversion Rate will
be increased based on the following formula:


 





 


where:


 





	 	CR0	=	the Conversion Rate in effect immediately before the Open of
Business on the Ex-Dividend Date for such dividend or distribution;
	 	 	 	 
	 	CR1	=	the Conversion Rate in effect immediately after the Open of
Business on such Ex-Dividend Date;
	 	 	 	 
	 	SP	=	the Last Reported Sale Price per share of Common Stock on the
Trading Day immediately before such Ex-Dividend Date;
	 	 	 	 
	 	T	=	the Initial Dividend Threshold; provided that if the dividend
or distribution is not a regular quarterly cash dividend, the Initial Dividend Threshold will be deemed to be zero; and
	 	 	 	 
	 	D	=	the cash amount distributed per share of Common Stock in such
dividend or distribution;



 


provided, however,
that if D is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each
Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the Record Date for such dividend or distribution,
at the same time and on the same terms as holders of Common Stock, without having to convert its Notes, the amount of cash that
such Holder would have received if such Holder had owned, on such Record Date, a number of shares of Common Stock equal to the
Conversion Rate in effect on such Record Date. For the avoidance of doubt, each adjustment to the Conversion Rate made pursuant
to this Section 5.05(A)(iv) will become effective at the time set forth in the preceding definition of CR1.


 


The Initial Dividend Threshold
is subject to adjustment in a manner inversely proportional to adjustments to the Conversion Rate; provided that no adjustment
will be made to the Initial Dividend Threshold for any adjustment to the Conversion Rate under this Section 5.05(A)(iv).


 






    	 	- 55 -	 



     


    

 


To the extent such dividend or
distribution is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be
in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.


 


(v)           Tender
Offers or Exchange Offers. If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange
offer for shares of Common Stock (other than solely pursuant to an odd lot tender offer pursuant to Rule 13(e)-4(h)(5) under
the Exchange Act), and the value (determined as of the Expiration Time by the Company in good faith and in a commercially reasonable
manner) of the cash and other consideration paid per share of Common Stock in such tender or exchange offer exceeds the average
of the Last Reported Sale Prices per share of Common Stock over the ten (10) consecutive Trading Day period commencing on,
and including, the Trading Day immediately after the last date (the “Expiration Date”) on which tenders or exchanges
may be made pursuant to such tender or exchange offer (as it may be amended) (such period, the “Tender/Exchange Offer
Valuation Period”), then the Conversion Rate will be increased based on the following formula:


 





 


where:


 





	 	CR0	=	the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation
Period for such tender or exchange offer;
	 	 	 	 
	 	CR1	=	the Conversion Rate in effect immediately after the Close of
Business on the last Trading Day of the Tender/Exchange Offer Valuation Period;
	 	 	 	 
	 	AC	=	the aggregate value (determined as of the time (the “Expiration
Time”) such tender or exchange offer expires by the Company in good faith and in a commercially reasonable manner) of
all cash and other consideration paid for shares of Common Stock purchased or exchanged in such tender or exchange offer;
	 	 	 	 
	 	OS0	=	the number of shares of Common Stock outstanding immediately
before the Expiration Time (including all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);
	 	 	 	 
	 	OS1	=	the number of shares of Common Stock outstanding immediately
after the Expiration Time (excluding all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);
and
	 	 	 	 
	 	SP	=	the average of the Last Reported Sale Prices per share of Common
Stock over the Tender/Exchange Offer Valuation Period;



 






    	 	- 56 -	 



     


    

 


provided, however,
that the Conversion Rate will in no event be adjusted down pursuant to this Section 5.05(A)(v), except to the extent
provided in the immediately following paragraph. For the avoidance of doubt, each adjustment to the Conversion Rate made pursuant
to this Section 5.05(A)(v) will become effective at the time set forth in the preceding definition of CR1.
Notwithstanding anything to the contrary in this Section 5.05(A)(v), (i) if any VWAP Trading Day of the Observation
Period for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Tender/Exchange
Offer Valuation Period for such tender or exchange offer, then, solely for purposes of determining the Conversion Rate for such
VWAP Trading Day for such conversion, such Tender/Exchange Offer Valuation Period will be deemed to consist of the Trading Days
occurring in the period from, and including, the Trading Day immediately after the Expiration Date for such tender or exchange
offer to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled
pursuant to Physical Settlement occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange offer, then,
solely for purposes of determining the Conversion Consideration for such conversion, such Tender/Exchange Offer Valuation Period
will be deemed to consist of the Trading Days occurring in the period from, and including, the Trading Day immediately after the
Expiration Date to, and including, such Conversion Date.


 


To the extent such tender or
exchange offer is announced but not consummated (including as a result of the Company or such Subsidiary being precluded from consummating
such tender or exchange offer under applicable law), or any purchases or exchanges of shares of Common Stock in such tender or
exchange offer are rescinded, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the
adjustment been made on the basis of only the purchases or exchanges of shares of Common Stock, if any, actually made, and not
rescinded, in such tender or exchange offer.


 


(B)            No
Adjustments in Certain Cases.


 


(i)         Where
Holders Participate in the Transaction or Event Without Conversion. Notwithstanding anything to the contrary in Section 5.05(A),
the Company will not be required to adjust the Conversion Rate on account of a transaction or other event otherwise requiring an
adjustment pursuant to Section 5.05(A) (other than a stock split or combination of the type set forth in Section 5.05(A)(i))
if each Holder participates, at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a
Holder of Notes, in such transaction or event without having to convert such Holder’s Notes and as if such Holder held a
number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the related Record Date; and
(ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date.


 


(ii)         Certain
Events. The Company will not be required to adjust the Conversion Rate except as provided in Section 5.05 or Section 5.07.
Without limiting the foregoing, the Company will not be required to adjust the Conversion Rate on account of:


 






    	 	- 57 -	 



     


    

 


(1)            stock
repurchases, including pursuant to structured or derivative transactions or pursuant to a stock repurchase program approved by
the Board of Directors or otherwise, in each case that are not tender or exchange offers of the type referred to in Section 5.05(A)(v);


 


(2)            except
as otherwise provided in Section 5.05, the sale of shares of Common Stock for a purchase price that is less than the
market price per share of Common Stock or less than the Conversion Price;


 


(3)            the
issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest
payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any
such plan;


 


(4)            the
issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future
employee, director or consultant benefit plan or program of, or assumed by, the Company or any of its Subsidiaries;


 


(5)            the
issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, convertible or exchangeable security
of the Company outstanding as of the Issue Date;


 


(6)            solely
a change in the par value of the Common Stock; or


 


(7)            accrued
and unpaid interest on the Notes.


 


(C)            Adjustments
Not Yet Effective. Notwithstanding anything to the contrary in this Indenture or the Notes, if:


 


(i)             a
Note is to be converted pursuant to Physical Settlement or Combination Settlement;


 


(ii)            the
Record Date, Effective Date or Expiration Time for any event that requires an adjustment to the Conversion Rate pursuant to Section 5.05(A) has
occurred on or before the Conversion Date for such conversion (in the case of Physical Settlement) or on or before any VWAP Trading
Day in the Observation Period for such conversion (in the case of Combination Settlement), but an adjustment to the Conversion
Rate for such event has not yet become effective as of such Conversion Date or VWAP Trading Day, as applicable;


 


(iii)           the
Conversion Consideration due upon such conversion includes any whole shares of Common Stock (in the case of Physical Settlement)
or due in respect of such VWAP Trading Day includes any whole or fractional shares of Common Stock (in the case of Combination
Settlement); and


 






    	 	- 58 -	 



     


    

 


(iv)          such
shares are not entitled to participate in such event (because they were not held on the related Record Date or otherwise),


 


then, solely for purposes of such conversion,
the Company will, without duplication, give effect to such adjustment on such Conversion Date (in the case of Physical Settlement)
or such VWAP Trading Day (in the case of Combination Settlement). In such case, if the date on which the Company is otherwise required
to deliver the Conversion Consideration due upon such conversion is before the first date on which the amount of such adjustment
can be determined, then the Company will delay the settlement of such conversion until the second (2nd) Business Day after such
first date.


 


(D)            Conversion
Rate Adjustments where Converting Holders Participate in the Relevant Transaction or Event. Notwithstanding anything to the
contrary in this Indenture or the Notes, if:


 


(i)             a
Conversion Rate adjustment for any dividend or distribution becomes effective on any Ex-Dividend Date pursuant to Section 5.05(A);


 


(ii)            a
Note is to be converted pursuant to Physical Settlement or Combination Settlement;


 


(iii)           the
Conversion Date for such conversion (in the case of Physical Settlement) or any VWAP Trading Day in the Observation Period for
such conversion (in the case of Combination Settlement) occurs on or after such Ex-Dividend Date and on or before the related Record
Date;


 


(iv)          the
Conversion Consideration due upon such conversion includes any whole shares of Common Stock (in the case of Physical Settlement)
or due in respect of such VWAP Trading Day includes any whole or fractional shares of Common Stock (in the case of Combination
Settlement), in each case based on a Conversion Rate that is adjusted for such dividend or distribution; and


 


(v)           such
shares would be entitled to participate in such dividend or distribution (including pursuant to Section 5.02(C)),


 


then (x) in the case of Physical Settlement,
such Conversion Rate adjustment will not be given effect for such conversion and the shares of Common Stock issuable upon such
conversion based on such unadjusted Conversion Rate will not be entitled to participate in such dividend or distribution, but there
will be added, to the Conversion Consideration otherwise due upon such conversion, the same kind and amount of consideration that
would have been delivered in such dividend or distribution with respect to such shares of Common Stock had such shares been entitled
to participate in such dividend or distribution; and (y) in the case of Combination Settlement, the Conversion Rate adjustment
relating to such Ex-Dividend Date will be made for such conversion in respect of such VWAP Trading Day, but the shares of Common
Stock issuable with respect to such VWAP Trading Day based on such adjusted Conversion Rate will not be entitled to participate
in such dividend or distribution.


 






    	 	- 59 -	 



     


    

 


(E)             Stockholder
Rights Plans. If any shares of Common Stock are to be issued upon conversion of any Note and, at the time of such conversion,
the Company has in effect any stockholder rights plan, then the Holder of such Note will be entitled to receive, in addition to,
and concurrently with the delivery of, the Conversion Consideration otherwise due under this Indenture upon such conversion, the
rights set forth in such stockholder rights plan, unless such rights have separated from the Common Stock in accordance with the
provisions of the applicable stockholder rights plan at such time, in which case, and only in such case, the Conversion Rate will
be adjusted pursuant to Section 5.05(A)(iii)(1) on account of such separation as if, at the time of such separation,
the Company had made a distribution of the type referred to in such Section to all holders of the Common Stock, subject to
readjustment in accordance with such Section if such rights expire, terminate or are redeemed.


 


(F)             [Reserved]


 


(G)            Equitable
Adjustments to Prices. Whenever any provision of this Indenture requires the Company to calculate the average of the Last Reported
Sale Prices, or any function thereof, over a period of multiple days (including to calculate the Stock Price or an adjustment to
the Conversion Rate), or to calculate Daily VWAPs over an Observation Period, the Company will make proportionate adjustments,
if any, to such calculations to account for any adjustment to the Conversion Rate pursuant to Section 5.05(A)(i) that
becomes effective, or any event requiring such an adjustment to the Conversion Rate where the Ex-Dividend Date, effective date
or expiration date, as applicable, of such event occurs, at any time during such period or Observation Period, as applicable.


 


(H)            Calculation
of Number of Outstanding Shares of Common Stock. For purposes of Section 5.05(A), the number of shares of Common
Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions
of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company
pays any dividend or makes any distribution on shares of Common Stock held in its treasury).


 


(I)              Calculations.
All calculations with respect to the Conversion Rate and adjustments thereto will be made to the nearest 1/10,000th of a share
of Common Stock (with 5/100,000ths rounded upward).


 


(J)              Notice
of Conversion Rate Adjustments. Upon the effectiveness of any adjustment to the Conversion Rate pursuant to Section 5.05(A),
the Company will promptly send written notice to the Holders (with a copy to the Trustee and the Conversion Agent (if other than
the Trustee)) containing (i) a brief description of the transaction or other event on account of which such adjustment was
made; (ii) the Conversion Rate in effect immediately after such adjustment; and (iii) the effective time of such adjustment.


 


(K)            The
Deferral Exception. In the event that an adjustment to the Conversion Rate otherwise required by this Article 5
would result in a change of less than one percent (1%) to the Conversion Rate, then, notwithstanding anything to the contrary set
forth in this Article 5, the Company may, at the Company’s election, defer such adjustment, except that all such
deferred adjustments must be given effect immediately upon the earliest to occur of the following: (i) when all such deferred
adjustments would result in an aggregate change of at least one percent (1%) to the Conversion Rate; (ii) the Conversion Date
of, or any VWAP Trading Day of an Observation Period for, any Note; (iii) the date a Fundamental Change or Make-Whole Fundamental
Change occurs; (iv) the date the Company calls any Notes for Redemption; and (v) October 15, 2025.


 






    	 	- 60 -	 



     


    

 


Section 5.06.       Voluntary
Adjustments.


 


(A)            Generally.
To the extent permitted by law and applicable stock exchange rules, the Company, from time to time, may (but is not required to)
increase the Conversion Rate by any amount if (i) the Board of Directors determines that such increase is in the best interest
of the Company; (ii) such increase is in effect for a period of at least twenty (20) Business Days; and (iii) such increase
is irrevocable during such period. To the extent permitted by law and applicable stock exchange rules, the Company, from time to
time, may also (but is not required to) increase the Conversion Rate by any amount if such increase is advisable to avoid or diminish
any income tax imposed on holders of Common Stock or rights to purchase Common Stock as a result of any dividend or distribution
of shares (or rights to acquire shares) of Common Stock or any similar event.


 


(B)            Notice
of Voluntary Increases. If the Board of Directors determines to increase the Conversion Rate pursuant to Section 5.06(A),
then, no later than the first Business Day of the period that such increase is in effect, the Company will send notice to each
Holder, the Trustee and the Conversion Agent of such increase, the amount thereof and the period during which such increase will
be in effect.


 


Section 5.07.       Adjustments
to the Conversion Rate in Connection with a Make-Whole Fundamental Change.


 


(A)            Generally.
If a Make-Whole Fundamental Change occurs and the Conversion Date for the conversion of a Note occurs during the related Make-Whole
Fundamental Change Conversion Period, then, subject to this Section 5.07, the Conversion Rate applicable to such conversion
will be increased by a number of shares (the “Additional Shares”) set forth in the table below corresponding
(after interpolation as provided in, and subject to, the provisions below) to the Make-Whole Fundamental Change Effective Date
and the Stock Price of such Make-Whole Fundamental Change:


 


	Make-Whole

    Fundamental

    Change

    Effective

    Date	 	Stock
    Price	 
	 	 	$	44.23	 	$	47.50	 	$	52.50	 	$	57.50	 	$	64.13	 	$	72.50	 	$	83.37	 	$	100.00	 	$	120.00	 	$	140.00	 	$	160.00	 	$	180.00	 	$	210.00	 
	January 26, 2021	 	 	7.0165	 	 	6.2552	 	 	5.0455	 	 	4.1087	 	 	3.1656	 	 	2.3120	 	 	1.5652	 	 	0.8817	 	 	0.4454	 	 	0.2183	 	 	0.0981	 	 	0.0364	 	 	0.0024	 
	January 15, 2022	 	 	7.0165	 	 	6.1661	 	 	4.9147	 	 	3.9517	 	 	2.9914	 	 	2.1342	 	 	1.3988	 	 	0.7465	 	 	0.3493	 	 	0.1547	 	 	0.0596	 	 	0.0164	 	 	0.0000	 
	January 15, 2023	 	 	7.0165	 	 	6.0154	 	 	4.7126	 	 	3.7197	 	 	2.7427	 	 	1.8881	 	 	1.1772	 	 	0.5763	 	 	0.2370	 	 	0.0869	 	 	0.0236	 	 	0.0022	 	 	0.0000	 
	January 15, 2024	 	 	7.0165	 	 	5.8011	 	 	4.4217	 	 	3.3849	 	 	2.3867	 	 	1.5440	 	 	0.8803	 	 	0.3675	 	 	0.1167	 	 	0.0269	 	 	0.0016	 	 	0.0000	 	 	0.0000	 
	January 15, 2025	 	 	7.0165	 	 	5.5253	 	 	3.9907	 	 	2.8612	 	 	1.8218	 	 	1.0157	 	 	0.4652	 	 	0.1288	 	 	0.0173	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 
	January 15, 2026	 	 	7.0165	 	 	5.4601	 	 	3.4551	 	 	1.7988	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 




 


If such Make-Whole
Fundamental Change Effective Date or Stock Price is not set forth in the table above, then:


 






    	 	- 61 -	 



     


    

 


(i)             if
such Stock Price is between two Stock Prices in the table above or the Make-Whole Fundamental Change Effective Date is between
two dates in the table above, then the number of Additional Shares will be determined by straight-line interpolation between the
numbers of Additional Shares set forth for the higher and lower Stock Prices in the table above or the earlier and later dates
in the table above, based on a 365- or 366-day year, as applicable; and


 


(ii)            if
the Stock Price is greater than $210.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the
column headings of the table above are adjusted pursuant to Section 5.07(B)), or less than $44.23 per share (subject
to adjustment in the same manner), then no Additional Shares will be added to the Conversion Rate.


 


Notwithstanding anything
to the contrary in this Indenture or the Notes, in no event will the Conversion Rate be increased to an amount that exceeds 22.6090
shares of Common Stock per $1,000 principal amount of Notes, which amount is subject to adjustment in the same manner as, and at
the same time and for the same events for which, the Conversion Rate is required to be adjusted pursuant to Section 5.05(A).


 


For the avoidance of
doubt, but subject to Section 4.03(I), (x) the sending of a Redemption Notice will constitute a Make-Whole Fundamental
Change only with respect to the Notes called for Redemption pursuant to such Redemption Notice, and not with respect to any other
Notes; and (y) the Conversion Rate applicable to the Notes not so called for Redemption will not be subject to increase pursuant
to this Section 5.07 on account of such Redemption Notice.


 


(B)             Adjustment
of Stock Prices and Additional Shares. The Stock Prices in the first row (i.e., the column headers) of the table set
forth in Section 5.07(A) will be adjusted in the same manner as, and at the same time and for the same events
for which, the Conversion Price is adjusted as a result of the operation of Section 5.05(A). The numbers of Additional
Shares in the table set forth in Section 5.07(A) will be adjusted in the same manner as, and at the same time
and for the same events for which, the Conversion Rate is adjusted pursuant to Section 5.05(A).


 


(C)             Notice
of the Occurrence of a Make-Whole Fundamental Change. The Company will notify the Holders in writing (with a copy to the Trustee
and the Conversion Agent (if other than the Trustee)) of each Make-Whole Fundamental Change occurring pursuant to clause (A) of
the definition thereof in accordance with Section 5.01(C)(i)(3)(b) and occurring pursuant to clause (B) of
the definition thereof in accordance with Section 4.03, as applicable.


 


Section 5.08.       Exchange
in Lieu of Conversion.


 


Notwithstanding anything
to the contrary in this Article 5, and subject to the terms of this Section 5.08, if a Note is submitted
for conversion, the Company may elect to arrange to have such Note exchanged in lieu of conversion by a financial institution designated
by the Company. To make such election, the Company must send notice of such election to the Holder of such Note, the Trustee and
the Conversion Agent (if other than the Trustee) before the Close of Business on the Business Day immediately following the Conversion
Date for such Note. If the Company has made such election, then:


 


(A)            no
later than the Business Day immediately following such Conversion Date, the Company must deliver (or cause the Conversion Agent
to deliver) such Note, together with delivery instructions for the Conversion Consideration due upon such conversion (including
wire instructions, if applicable), to a financial institution designated by the Company that has agreed to deliver such Conversion
Consideration in the manner and at the time the Company would have had to deliver the same pursuant to this Article 5;


 






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(B)         if
such Note is a Global Note, then (i) such designated institution will send written confirmation to the Conversion Agent promptly
after wiring the cash Conversion Consideration, if any, and delivering any other Conversion Consideration, due upon such conversion
to the Holder of such Note; and (ii) the Conversion Agent will as soon as reasonably practicable thereafter contact such Holder’s
custodian with the Depositary to confirm receipt of the same; and


 


(C)         such
Note will not cease to be outstanding by reason of such exchange in lieu of conversion;


 


provided, however, that if
such financial institution does not accept such Note or fails to timely deliver such Conversion Consideration, then the Company
will be responsible for delivering such Conversion Consideration in the manner and at the time provided in this Article 5
as if the Company had not elected to make an exchange in lieu of conversion.


 


The Conversion Agent
will be entitled to conclusively rely on the Company’s instructions in connection with effecting any exchange election and
will have no liability for any such exchange election outside of the Conversion Agent’s control.


 


Any Notes exchanged
by the financial institution designated by the Company will remain outstanding, notwithstanding the surrender of such Notes and
will be subject to the applicable Depositary Procedures.


 


Section 5.09.     Effect
of Common Stock Change Event.


 


(A)        Generally.
If there occurs any:


 


(i)         recapitalization,
reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision or combination
of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value and (z) stock
splits and stock combinations that do not involve the issuance of any other series or class of securities);


 


(ii)        consolidation,
merger, combination or binding or statutory share exchange involving the Company;


 


(iii)       sale,
lease or other transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any
Person; or


 


(iv)       other
similar event,


 






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and, as a result of which, the Common Stock
is converted into, or is exchanged for, or represents solely the right to receive, stock, other securities, cash or other property
or assets, or any combination of the foregoing (such an event, a “Common Stock Change Event,” and such other
stock, securities, cash, property or assets, the “Reference Property,” and the amount and kind of Reference
Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change
Event (without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property),
a “Reference Property Unit”), then, notwithstanding anything to the contrary in this Indenture or the Notes,


 


(1)        from
and after the effective time of such Common Stock Change Event, (I) the Conversion Consideration due upon conversion of any
Note, and the conditions to any such conversion, will be determined in the same manner as if each reference to any number of shares
of Common Stock in this Article 5 (or in any related definitions) were instead a reference to the same number of Reference
Property Units; (II) for purposes of Section 4.03, each reference to any number of shares of Common Stock in such
Section (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property
Units; and (III) for purposes of the definition of “Fundamental Change” and “Make-Whole Fundamental Change,”
the terms “Common Stock” and “Common Equity” will be deemed to mean the Common Equity (including depositary
receipts representing Common Equity), if any, forming part of such Reference Property;


 


(2)        if
such Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Physical Settlement in respect
of all conversions whose Conversion Date occurs on or after the effective date of such Common Stock Change Event and will pay the
cash due upon such conversions no later than the second (2nd) Business Day after the relevant Conversion Date; and


 


(3)        for
these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of Common Equity
securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg
page for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion
thereof that does not consist of a class of Common Equity securities, and the Last Reported Sale Price of any Reference Property
Unit or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit
or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars,
the face amount thereof).


 


If the Reference Property
consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then
the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration
actually received, per share of Common Stock, by the holders of Common Stock. The Company will notify Holders, the Trustee and
the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as practicable after such determination
is made.


 


At or before the effective
time of such Common Stock Change Event, the Company or the resulting, surviving or transferee Person (if not the Company) of such
Common Stock Change Event (the “Successor Person”), as the case may be, will execute and deliver to the Trustee
a supplemental indenture pursuant to Section 8.01(F), which supplemental indenture will (x) provide for subsequent
conversions of Notes in the manner set forth in this Section 5.09; (y) provide for subsequent adjustments to the
Conversion Rate pursuant to Section 5.05(A) in a manner consistent with this Section 5.09; and (z) contain
such other provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests of the
Holders and to give effect to the provisions of this Section 5.09(A), which supplemental indenture shall not require
the consent of the Holders. If the Reference Property includes shares of stock or other securities or other property or assets
(other than cash) of a Person other than the Company or the Successor Person, then such other Person will also execute such supplemental
indenture pursuant to the terms of this Indenture and such supplemental indenture will contain such additional provisions, if any,
that the Company reasonably determines are appropriate to preserve the economic interests of the Holders.


 






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(B)          Notice
of Common Stock Change Events. The Company will provide notice of each Common Stock Change Event in the manner provided in
Section 5.01(C)(i)(3)(b).


 


(C)          Compliance
Covenant. The Company will not become a party to any Common Stock Change Event unless its terms are consistent with this Section 5.09.


 


(D)          Initial
Dividend Threshold Adjustment. In connection with any adjustment to the Conversion Rate described in this Section 5.09,
the Company shall also adjust the Initial Dividend Threshold based on the number of shares of the Common Equity comprising the
Reference Property and (if applicable) the value of any non-Common Equity consideration comprising the Reference Property. If the
Reference Property is composed solely of non-stock consideration, the Initial Dividend Threshold will be zero.


 


Section 5.10.      Responsibility
of Trustee and Conversion Agent.


 


The Trustee and Conversion
Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment
thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect
to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in
any supplemental indenture provided to be employed, in making the same. The Trustee and Conversion Agent shall not be accountable
with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities, property or
cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and Conversion Agent make no
representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the
Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash
upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants
of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion
Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture
entered into pursuant to ‎Section 5.09 relating either to the kind or amount of shares of stock or securities or property
(including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such ‎Section 5.09
or to any adjustment to be made with respect thereto, but, subject to the provisions of ‎Section 10.01, may accept (without
any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying
upon, the Officer’s Certificate with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for
determining whether any event contemplated by ‎Section 5.01 has occurred that makes the Notes eligible for conversion
or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to
in ‎Section 5.01 with respect to the commencement or termination of such conversion rights, on which notices the Trustee
and the Conversion Agent may conclusively rely.


 






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Article 6.      Successors


 


Section 6.01.    When
the Company May Merge, Etc.


 


(A)        Generally.
The Company will not consolidate with or merge with or into, or (directly or indirectly through one or more of its Subsidiaries)
sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the
Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, lease or other transfer to one or
more of the Company’s direct or indirect Wholly-Owned Subsidiaries) (a “Business Combination Event”),
unless:


 


(i)         the
resulting, surviving or transferee Person either (x) is the Company or (y) if not the Company, is a corporation (or,
if such Business Combination Event is an Exempted Fundamental Change, is a corporation, limited liability company, limited partnership
or other similar entity) (the “Successor Entity”) duly organized and existing under the laws of the United States
of America, any State thereof or the District of Columbia that expressly assumes (by executing and delivering to the Trustee, at
or before the effective time of such Business Combination Event, a supplemental indenture pursuant to Section 8.01(E))
all of the Company’s obligations under this Indenture and the Notes; and


 


(ii)        immediately
after giving effect to such Business Combination Event, no Default or Event of Default will have occurred and be continuing.


 


(B)        Delivery
of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination
Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such
Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and
(ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.


 


Section 6.02.    Successor
Entity Substituted.


 


At the effective time
of any Business Combination Event that complies with Section 6.01, the Successor Entity (if not the Company) will succeed
to, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such Successor
Entity had been named as the Company in this Indenture and the Notes, and, except in the case of a lease, the predecessor Company
will be discharged from its obligations under this Indenture and the Notes.


 






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Article 7.      Defaults
and Remedies


 


Section 7.01.     Events
of Default.


 


(A)        Definition
of Events of Default. “Event of Default” means the occurrence of any of the following:


 


(i)           a
default in the payment when due (whether at maturity, upon Redemption or Repurchase Upon Fundamental Change or otherwise) of the
principal of, or the Redemption Price or Fundamental Change Repurchase Price for, any Note;


 


(ii)          a
default for thirty (30) consecutive days in the payment when due of interest on any Note;


 


(iii)         the
Company’s failure to deliver, when required by this Indenture, a Fundamental Change Notice, or a notice pursuant to Section 5.01(C)(i)(3),
and such failure continues for three (3) Business Days;


 


(iv)         a
default in the Company’s obligation to convert a Note in accordance with Article 5 upon the exercise of the conversion
right with respect thereto, and such failure continues for three (3) Business Days;


 


(v)          a
default in the Company’s obligations under Article 6;


 


(vi)         a
default in any of the Company’s obligations or agreements under this Indenture or the Notes (other than a default set forth
in clause (i), (ii), (iii), (iv) or (v) of this Section 7.01(A)) where
such default is not cured or waived within sixty (60) days after notice to the Company by the Trustee, or to the Company and the
Trustee by Holders of at least twenty five percent (25%) of the aggregate principal amount of Notes then outstanding, which notice
must specify such default, demand that it be remedied and state that such notice is a “Notice of Default”;


 


(vii)        a
default by the Company or any of its Subsidiaries with respect to any one or more mortgages, agreements or other instruments under
which there is outstanding, or by which there is secured or evidenced, any indebtedness for money borrowed of at least one hundred
million dollars ($100,000,000) (or its foreign currency equivalent) in the aggregate of the Company or any of its Subsidiaries,
whether such indebtedness exists as of the Issue Date or is thereafter created, where such default:


 


(1)            constitutes
a failure to pay the principal of, or premium or interest on, any of such indebtedness when due and payable at its stated maturity,
upon required repurchase, upon declaration of acceleration or otherwise, in each case after the expiration of any applicable grace
period; or


 


(2)            results
in such indebtedness becoming or being declared due and payable before its stated maturity, after the expiration of any
applicable grace period, in each case where such default is not cured or waived within thirty (30) days after notice
to the Company by the Trustee or to the Company and the Trustee by Holders of at least twenty five percent (25%) of the
aggregate principal amount of Notes then outstanding;


 






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(viii)       one
or more final judgments being rendered against the Company or any of its Subsidiaries for the payment of at least one hundred million
dollars ($100,000,000) (or its foreign currency equivalent) in the aggregate (excluding any amounts covered by insurance), where
such judgment is not discharged or stayed within sixty (60) days after (i) the date on which the right to appeal the same
has expired, if no such appeal has commenced; or (ii) the date on which all rights to appeal have been extinguished;


 


(ix)         the
Company or any of its Significant Subsidiaries, pursuant to or within the meaning of any Bankruptcy Law, either:


 


(1)            commences
a voluntary case or proceeding;


 


(2)            consents
to the entry of an order for relief against it in an involuntary case or proceeding;


 


(3)            consents
to the appointment of a custodian of it or for any substantial part of its property;


 


(4)            makes
a general assignment for the benefit of its creditors;


 


(5)            takes
any comparable action under any foreign Bankruptcy Law; or


 


(6)            generally
is not paying its debts as they become due; or


 


(x)           a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that either:


 


(1)            is
for relief against the Company or any of its Significant Subsidiaries in an involuntary case or proceeding;


 


(2)            appoints
a custodian of the Company or any of its Significant Subsidiaries, or for any substantial part of the property of the Company or
any of its Significant Subsidiaries;


 


(3)            orders
the winding up or liquidation of the Company or any of its Significant Subsidiaries; or


 


(4)            grants
any similar relief under any foreign Bankruptcy Law,


 


and, in each case under this
Section 7.01(A)(x), such order or decree remains unstayed and in effect for at least sixty (60) days.


 


(B)          [Reserved]


 






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Section 7.02.      Acceleration.


 


(A)          Automatic
Acceleration in Certain Circumstances. If an Event of Default set forth in Section 7.01(A)(ix) or 7.01(A)(x) occurs
with respect to the Company (and not solely with respect to a Significant Subsidiary of the Company), then the principal amount
of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any
further action or notice by any Person.


 


(B)          Optional
Acceleration. Subject to Section 7.03, if an Event of Default (other than an Event of Default set forth in Section 7.01(A)(ix) or
7.01(A)(x) with respect to the Company and not solely with respect to a Significant Subsidiary of the Company) occurs
and is continuing, then the Trustee, by notice to the Company, or Holders of at least twenty five percent (25%) of the aggregate
principal amount of Notes then outstanding, by written notice to the Company and the Trustee, may declare the principal amount
of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately.


 


(C)          Rescission
of Acceleration. Notwithstanding anything to the contrary in this Indenture or the Notes, the Holders of a majority in aggregate
principal amount of the Notes then outstanding, by written notice to the Company and the Trustee, may, on behalf of all Holders,
rescind any acceleration of the Notes and its consequences if (i) such rescission would not conflict with any judgment or
decree of a court of competent jurisdiction; and (ii) all existing Events of Default (except the non-payment of principal
of, or interest on, the Notes that has become due solely because of such acceleration) have been cured or waived. No such rescission
will affect any subsequent Default or impair any right consequent thereto.


 


Section 7.03.      Sole
Remedy for a Failure to Report.


 


(A)          Generally.
Notwithstanding anything to the contrary in this Indenture or the Notes, the Company may elect that the sole remedy for any Event
of Default (a “Reporting Event of Default”) pursuant to Section 7.01(A)(vi) arising from the
Company’s failure to comply with Section 3.02 will, for each of the first three hundred and sixty (360) calendar
days on which a Reporting Event of Default has occurred and is continuing, consist exclusively of the accrual of Special Interest
on the Notes. If the Company has made such an election, then (i) the Notes will be subject to acceleration pursuant to Section 7.02
on account of the relevant Reporting Event of Default from, and including, the three hundred and sixty first (361st) calendar day
on which a Reporting Event of Default has occurred and is continuing or if the Company fails to pay any accrued and unpaid Special
Interest when due; and (ii) Special Interest will cease to accrue on any Notes from, and including, the earlier of (x) the
date on which the Reporting Event of Default is cured or validly waived and (y) such three hundred and sixty first (361st)
calendar day (it being understood that interest on any defaulted Special Interest will nonetheless accrue pursuant to Section 2.05(B)).


 


(B)          Amount
and Payment of Special Interest. Any Special Interest that accrues on a Note pursuant to Section 7.03(A) will
be payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per annum equal
to one quarter of one percent (0.25%) of the principal amount thereof for the first one hundred eighty (180) days on which Special
Interest accrues and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount thereof;
provided, however, that in no event will Special Interest, together with any Additional Interest that may accrue
as a result of the Company’s failure to timely file any report (other than Form 8-K reports) that we are required to
file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable, accrue on any day on a Note at
a combined rate per annum that exceeds one half of one percent (0.50%), regardless of the number of events or circumstances giving
rise to the requirement to pay such Special Interest or Additional Interest. For the avoidance of doubt, any Special Interest that
accrues on a Note will be in addition to the Stated Interest that accrues on such Note and subject to the proviso of the immediately
preceding sentence, in addition to any Additional Interest that accrues on such Note.


 






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(C)           Notice
of Election. To make the election set forth in Section 7.03(A), the Company must send to the Holders, the Trustee
and the Paying Agent, on or before the date on which each Reporting Event of Default first occurs, a notice that (i) briefly
describes the report(s) that the Company failed to file with the SEC; (ii) states that the Company is electing that the
sole remedy for such Reporting Event of Default consist of the accrual of Special Interest; and (iii) briefly describes the
periods during which and rate at which Special Interest will accrue and the circumstances under which the Notes will be subject
to acceleration on account of such Reporting Event of Default.


 


(D)           Notice
to Trustee and Paying Agent; Trustee’s Disclaimer. If Special Interest accrues on any Note, then, no later than five
(5) Business Days before each date on which such Special Interest is to be paid, the Company will deliver an Officer’s
Certificate to the Trustee and the Paying Agent stating (i) that the Company is obligated to pay Special Interest on such
Note on such date of payment; and (ii) the amount of such Special Interest that is payable on such date of payment. The Trustee
will have no duty to determine whether any Special Interest is payable or the amount thereof.


 


(E)           No
Effect on Other Events of Default. No election pursuant to this Section 7.03 with respect to a Reporting Event
of Default will affect the rights of any Holder with respect to any other Event of Default, including with respect to any other
Reporting Event of Default.


 


Section 7.04.      Other
Remedies.


 


(A)          Trustee
May Pursue All Remedies. If an Event of Default occurs and is continuing, then the Trustee may pursue any available remedy
to collect the payment of any amounts due with respect to the Notes or to enforce the performance of any provision of this Indenture
or the Notes.


 


(B)          Procedural
Matters. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them
in such proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy following an Event of Default
will not impair the right or remedy or constitute a waiver of, or acquiescence in, such Event of Default. All remedies will be
cumulative to the extent permitted by law.


 


Section 7.05.      Waiver
of Past Defaults.


 


An Event of Default
pursuant to clause (i), (ii), (iv) or (vi) of Section 7.01(A) (that, in
the case of clause (vi) only, results from a Default under any covenant that cannot be amended without the consent
of each affected Holder), and a Default that could lead to such an Event of Default, can be waived only with the consent of each
affected Holder. Each other Default or Event of Default may be waived, on behalf of all Holders, by the Holders of a majority in
aggregate principal amount of the Notes then outstanding. If an Event of Default is so waived, then it will cease to exist. If
a Default is so waived, then it will be deemed to be cured and any Event of Default arising therefrom will be deemed not to occur.
However, no such waiver will extend to any subsequent or other Default or Event of Default or impair any right arising therefrom.


 






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Section 7.06.      Control
by Majority.


 


Holders of a majority
in aggregate principal amount of the Notes then outstanding may direct the time, method and place of conducting any proceeding
for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse
to follow any direction that conflicts with law, this Indenture or the Notes, or that, subject to Section 10.01, may
be unduly prejudicial to the rights of other Holders (it being understood that the Trustee does not have an affirmative duty to
ascertain whether or not any such direction is unduly prejudicial to any Holders) or may involve the Trustee in liability, unless
the Trustee is offered security and indemnity satisfactory to the Trustee against any loss, liability or expense to the Trustee
that may result from the Trustee’s following such direction.


 


Section 7.07.      Limitation
on Suits.


 


No Holder may pursue
any remedy with respect to this Indenture or the Notes (except to enforce (x) its rights to receive the principal of, or the
Redemption Price or Fundamental Change Repurchase Price for, or interest on, any Notes; or (y) the Company’s obligations
to convert any Notes pursuant to Article 5, in each case under clause (x) or (y), on or after the respective due
dates therefor provided in this Indenture and the Notes), unless:


 


(A)          such
Holder has previously delivered to the Trustee notice that an Event of Default is continuing;


 


(B)          Holders
of at least twenty five percent (25%) in aggregate principal amount of the Notes then outstanding deliver a written request to
the Trustee to pursue such remedy;


 


(C)          such
Holder or Holders offer and, if requested, provide to the Trustee security and indemnity satisfactory to the Trustee against any
loss, liability or expense to the Trustee that may result from the Trustee’s following such request;


 


(D)          the
Trustee does not comply with such request within sixty (60) calendar days after its receipt of such request and such offer of security
or indemnity; and


 


(E)          during
such sixty (60) calendar day period, Holders of a majority in aggregate principal amount of the Notes then outstanding do not deliver
to the Trustee a direction that is inconsistent with such request.


 


A Holder of a Note
may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.
The Trustee will have no duty to determine whether any Holder’s use of this Indenture complies with the preceding sentence.


 






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Section 7.08.      Right
of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and Conversion Consideration.


 


Notwithstanding anything
to the contrary in this Indenture or the Notes (but without limiting Section 8.01), the right of each Holder of a Note
to bring suit for the enforcement of any payment or delivery, as applicable, of the principal of, or the Redemption Price or Fundamental
Change Repurchase Price for, or any interest on, or the Conversion Consideration due pursuant to Article 5 upon conversion
of, such Note on or after the respective due dates therefor provided in this Indenture and the Notes, will not be impaired or affected
without the consent of such Holder.


 


Section 7.09.      Collection
Suit by Trustee.


 


The Trustee will have
the right, upon the occurrence and continuance of an Event of Default pursuant to clause (i), (ii) or (iv) of
Section 7.01(A), to recover judgment in its own name and as trustee of an express trust against the Company for the
total unpaid or undelivered principal of, or Redemption Price or Fundamental Change Repurchase Price for, or interest on, or Conversion
Consideration due pursuant to Article 5 upon conversion of, the Notes, as applicable, and, to the extent lawful, any
Default Interest on any Defaulted Amounts, and such further amounts sufficient to cover the costs and expenses of collection, including
compensation provided for in Section 10.06.


 


Section 7.10.      Trustee
May File Proofs of Claim.


 


The Trustee has the
right to (A) file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the
Notes) or its creditors or property and (B) collect, receive and distribute any money or other property payable or deliverable
on any such claims. Each Holder authorizes any custodian in such proceeding to make such payments to the Trustee, and, if the Trustee
consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to the Trustee for the reasonable
compensation, expenses, disbursements and advances of the Trustee, and its agents and counsel, and any other amounts payable to
the Trustee pursuant to Section 10.06. To the extent that the payment of any such compensation, expenses, disbursements,
advances and other amounts out of the estate in such proceeding, is denied for any reason, payment of the same will be secured
by a lien on, and will be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders
may be entitled to receive in such proceeding (whether in liquidation or under any plan of reorganization or arrangement or otherwise).
Nothing in this Indenture will be deemed to authorize the Trustee to authorize, consent to, accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 






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Section 7.11.      Priorities.


 





The Trustee will pay
or deliver in the following order any money or other property that it collects pursuant to this Article 7:


 


First:          to
the Trustee, any Note Agent and their respective agents and attorneys for amounts due under this Indenture, including payment
of all fees, compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses
of collection;


 


Second:      to
Holders for unpaid amounts or other property due on the Notes, including the principal of, or the Redemption Price or Fundamental
Change Repurchase Price for, or any interest on, or any Conversion Consideration due upon conversion of, the Notes, ratably, and
without preference or priority of any kind, according to such amounts or other property due and payable on all of the Notes; and


 


Third:         to
the Company or such other Person as a court of competent jurisdiction directs.


 


The Trustee may fix
a record date and payment date for any payment or delivery to the Holders pursuant to this Section 7.11, in which case
the Trustee will instruct the Company to, and the Company will, deliver, at least fifteen (15) calendar days before such record
date, to each Holder and the Trustee a notice stating such record date, such payment date and the amount of such payment or nature
of such delivery, as applicable.


 


Section 7.12.      Undertaking
for Costs.


 


In any suit for the
enforcement of any right or remedy under this Indenture or the Notes or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court, in its discretion, may (A) require the filing by any litigant party in such suit of an
undertaking to pay the costs of such suit, and (B) assess reasonable costs (including reasonable attorneys’ fees) against
any litigant party in such suit, having due regard to the merits and good faith of the claims or defenses made by such litigant
party; provided, however, that this Section 7.12 does not apply to any suit by the Trustee, any suit
by a Holder pursuant to Section 7.08 or any suit by one or more Holders of more than ten percent (10%) in aggregate
principal amount of the Notes then outstanding.


 


Section 7.13.      Restoration
of Rights.


 


If the Trustee has
proceeded to enforce any right under this Indenture and such proceedings are discontinued or abandoned because of any waiver under
this Indenture or any rescission and annulment under this Indenture or are determined adversely to the Trustee, then the Company,
the Holders and the Trustee will, subject to any determination in such proceeding, be restored to their respective several positions
and rights under this Indenture, and all rights, remedies and powers of the Company, the Holders and the Trustee will continue
as though no such proceeding had been instituted.


 






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Article 8.      Amendments,
Supplements and Waivers


 


Section 8.01.       Without
the Consent of Holders.


 


Notwithstanding anything
to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Notes without
the consent of any Holder to:


 


(A)            cure
any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes;


 


(B)            add
guarantees with respect to the Company’s obligations under this Indenture or the Notes;


 


(C)            secure
the Notes;


 


(D)            add
to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred
on the Company;


 


(E)            provide
for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;


 


(F)            enter
into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change
Event;


 


(G)            irrevocably
elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such election or
elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to
Section 5.03(A);


 


(H)            evidence
or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;


 


(I)             conform
the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary
offering memorandum, dated January 20, 2021, as supplemented by the related pricing term sheet, dated January 21, 2021;


 


(J)             provide
for or confirm the issuance of additional Notes pursuant to Section 2.03(B);


 


(K)            provide
for uncertificated Notes in addition to or in place of certificated Notes (provided, that the uncertificated Notes are issued in
registered form for purposes of Section 163(f) of the United States Internal Revenue Code of 1986, as amended, and the
Treasury Regulations promulgated thereunder);


 


(L)            comply
with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the
Trust Indenture Act, as then in effect; or


 


(M)           make
any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely
affect the rights of the Holders, as such, in any material respect.


 






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At the written request
of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description
of Notes” section and pricing term sheet referred to in (I).


 


Section 8.02.      With
the Consent of Holders.


 


(A)         Generally.
Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent
of the Holders of a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents
obtained in connection with a repurchase of, or tender or exchange offer for, any Notes), amend or supplement this Indenture or
the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the
foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to
this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:


 


(i)           reduce
the principal, or change the stated maturity, of any Note;


 


(ii)          reduce
the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under
which, the Notes may or will be redeemed or repurchased by the Company;


 


(iii)         reduce
the rate, or change the time for the payment, of interest on any Note;


 


(iv)         make
any change that adversely affects the conversion rights of any Note;


 


(v)          impair
the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date);


 


(vi)         change
the ranking of the Notes;


 


(vii)        make
any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;


 


(viii)       reduce
the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or


 


(ix)         make
any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that
requires the consent of each affected Holder.


 


For the avoidance of
doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A),
no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change
the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase
Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable
or deliverable, as applicable, without the consent of each affected Holder.


 


(B)          Holders
Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02
need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.


 






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Section 8.03.       Notice
of Amendments, Supplements and Waivers.


 


As soon as reasonably
practicable after any amendment, supplement or waiver pursuant to Section 8.01 or 8.02 becomes effective, the
Company will send to the Holders and the Trustee notice that (A) describes the substance of such amendment, supplement or
waiver in reasonable detail and (B) states the effective date thereof; provided, however, that the Company will
not be required to provide such notice to the Holders if such amendment, supplement or waiver is included in a periodic report
filed by the Company with the SEC within four (4) Business Days of its effectiveness. The failure to send, or the existence
of any defect in, such notice will not impair or affect the validity of such amendment, supplement or waiver.


 


Section 8.04.       Revocation,
Effect and Solicitation of Consents; Special Record Dates; Etc.


 


(A)            Revocation
and Effect of Consents. The consent of a Holder of a Note to an amendment, supplement or waiver will bind (and constitute the
consent of) each subsequent Holder of any Note to the extent the same evidences any portion of the same indebtedness as the consenting
Holder’s Note, subject to the right of any Holder of a Note to revoke (if not prohibited pursuant to Section 8.04(B))
any such consent with respect to such Note by delivering notice of revocation to the Trustee before the time such amendment, supplement
or waiver becomes effective.


 


(B)            Special
Record Dates. The Company may, but is not required to, fix a record date for the purpose of determining the Holders entitled
to consent or take any other action in connection with any amendment, supplement or waiver pursuant to this Article 8.
If a record date is fixed, then, notwithstanding anything to the contrary in Section 8.04(A), only Persons who are
Holders as of such record date (or their duly designated proxies) will be entitled to give such consent, to revoke any consent
previously given or to take any such action, regardless of whether such Persons continue to be Holders after such record date;
provided, however, that no such consent will be valid or effective for more than one hundred twenty (120) calendar
days after such record date.


 


(C)            Solicitation
of Consents. For the avoidance of doubt, each reference in this Indenture or the Notes to the consent of a Holder will be deemed
to include any such consent obtained in connection with a repurchase of, or tender or exchange offer for, any Notes.


 


(D)            Effectiveness
and Binding Effect. Each amendment, supplement or waiver pursuant to this Article 8 will become effective in accordance
with its terms and, when it becomes effective with respect to any Note (or any portion thereof), will thereafter bind every Holder
of such Note (or such portion).


 


Section 8.05.       Notations
and Exchanges.


 


If any amendment, supplement
or waiver changes the terms of a Note, then the Trustee (at the direction of the Company) or the Company may, in its discretion,
require the Holder of such Note to deliver such Note to the Trustee so that the Trustee may place an appropriate notation prepared
by the Company on such Note and return such Note to such Holder. Alternatively, at its discretion, the Company may, in exchange
for such Note, issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02,
a new Note that reflects the changed terms. The failure to make any appropriate notation or issue a new Note pursuant to this Section 8.05
will not impair or affect the validity of such amendment, supplement or waiver.


 






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Section 8.06.       Trustee
to Execute Supplemental Indentures.


 


The Trustee will execute
and deliver any amendment or supplemental indenture authorized pursuant to this Article 8; provided, however,
that the Trustee need not (but may, in its sole and absolute discretion) execute or deliver any such amendment or supplemental
indenture that adversely affects the Trustee’s rights, duties, liabilities or immunities. In executing any amendment or supplemental
indenture, the Trustee will be entitled to receive, and (subject to Sections 10.01 and 10.02) will be fully protected
in relying on, an Officer’s Certificate and an Opinion of Counsel stating that (A) the execution and delivery of such
amendment or supplemental indenture is authorized or permitted by this Indenture and (B) in the case of the Opinion of Counsel,
such amendment or supplemental indenture is valid, binding and enforceable against the Company in accordance with its terms.


 


Article 9.      Satisfaction
and Discharge


 


Section 9.01.       Termination
of Company’s Obligations.


 


This Indenture will
be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when:


 


(A)           all
Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee
for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the
Maturity Date, upon conversion or otherwise) and/or been converted for an amount of cash or Conversion Consideration, as applicable,
that has been fixed;


 


(B)           the
Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion
Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered
to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts due
on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) and/or satisfy all conversions,
as the case may be;


 


(C)           the
Company has paid all other amounts payable by it under this Indenture; and


 


(D)           the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions
precedent to the discharge of this Indenture have been satisfied;


 


provided, however, that Article 10
and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and
the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with
them will survive such discharge.


 






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At the Company’s
written request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.


 


Section 9.02.      Repayment
to Company.


 


Subject to applicable
unclaimed property law, the Trustee, the Paying Agent and the Conversion Agent will promptly notify the Company if there exists
(and, at the Company’s request, promptly deliver to the Company) any cash, Conversion Consideration or other property held
by any of them for payment or delivery on the Notes that remain unclaimed two (2) years after the date on which such payment
or delivery was due. After such delivery to the Company, the Trustee, the Paying Agent and the Conversion Agent will have no further
liability to any Holder with respect to such cash, Conversion Consideration or other property, and Holders entitled to the payment
or delivery of such cash, Conversion Consideration or other property must look to the Company for payment as a general creditor
of the Company.


 


Section 9.03.      Reinstatement.


 


If the Trustee, the
Paying Agent or the Conversion Agent is unable to apply any cash or other property deposited with it pursuant to Section 9.01
because of any legal proceeding or any order or judgment of any court or other governmental authority that enjoins, restrains or
otherwise prohibits such application, then the discharge of this Indenture pursuant to Section 9.01 will be rescinded;
provided, however, that if the Company thereafter pays or delivers any cash or other property due on the Notes to
the Holders thereof, then the Company will be subrogated to the rights of such Holders to receive such cash or other property from
the cash or other property, if any, held by the Trustee, the Paying Agent or the Conversion Agent, as applicable.


 


Article 10.      Trustee


 


Section 10.01.    Duties
of the Trustee.


 


(A)          If
an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances
in the conduct of such person’s own affairs.


 


(B)          Except
during the continuance of an Event of Default:


 


(i)          the
duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read
into this Indenture against the Trustee; and


 


(ii)          in
the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel that are provided
to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions
to determine whether or not they conform to the requirements of this Indenture, but shall have no affirmative duty to verify the
contents thereof.


 






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(C)          The
Trustee may not be relieved from liabilities for its gross negligence or willful misconduct, except that:


 


(i)           this
paragraph will not limit the effect of Section 10.01(B);


 


(ii)          the
Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the
Trustee was grossly negligent in ascertaining the pertinent facts; and


 


(iii)         the
Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 7.06.


 


(D)          Each
provision of this Indenture that in any way relates to the Trustee is subject to this Section 10.01 and Section 10.02,
regardless of whether such provision so expressly provides.


 


(E)          No
provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability.


 


(F)          The
Trustee will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds, except to the extent required by law.


 


Section 10.02.    Rights
of the Trustee.


 


(A)         The
Trustee may conclusively rely on any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or document that it believes to
be genuine and signed or presented by the proper Person, and the Trustee need not investigate any fact or matter stated in such
document.


 


(B)          Before
the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee
will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion
of Counsel. The Trustee may consult with counsel; and the advice of such counsel, or any Opinion of Counsel, will constitute full
and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.


 


(C)          The
Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent
appointed with due care.


 


(D)          The
Trustee shall be entitled to request and receive written instructions from the Company. The Trustee will not be liable for any
action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it
by this Indenture.


 






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(E)            Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient
if signed by an Officer of the Company.


 


(F)            The
Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless
such Holder has offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that
it may incur in complying with such request or direction.


 


(G)            The
Trustee will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including
lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.


 


(H)            The
Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit
and will incur no liability of any kind by reason of such inquiry or investigation.


 


(I)             The
Trustee will not be required to give any bond or surety in respect of the execution of the trusts, powers, and duties under this
Indenture.


 


(J)             The
permissive rights of the Trustee enumerated herein will not be construed as duties. The Trustee undertakes to perform such duties
and only such duties as are specifically and expressly set forth in this Indenture.


 


(K)            Delivery
of reports and documents to the Trustee under this Indenture are for informational purposes only, and the Trustee’s receipt
of such reports and documents will not constitute actual or constructive notice of any information contained therein or determinable
from information contained therein.


 


(L)             The
Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and titles of
officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be
signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any
such certificate previously delivered and not superseded.


 


(M)           The
Trustee will not be deemed to have notice of any Default or Event of Default (except in the case of a Default or Event of Default
in payment of scheduled principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or interest on, any Note)
unless written notice of any event that is in fact such a Default or Event of Default (and stating the occurrence of a Default
or Event of Default) is actually received by the a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Notes, the Company and this Indenture and states that it is a notice of Default or Event of Default.


 






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Section 10.03.      Individual
Rights of the Trustee.


 


The Trustee, in its
individual or any other capacity, may become the owner or pledgee of any Note and may otherwise deal with the Company or any of
its Affiliates with the same rights that it would have if it were not Trustee; provided, however, that if the Trustee
acquires a “conflicting interest” (within the meaning of Section 310(b) of the Trust Indenture Act), then
it must eliminate such conflict within ninety (90) days or resign as Trustee. The rights, privileges, protections, immunities and
benefits given to the Trustee, including its right to be compensated, reimbursed and indemnified, are extended to, and will be
enforceable by, the Trustee in each of its capacities under this Indenture and each Note Agent, custodian and other Person retained
to act under this Indenture.


 


Section 10.04.      Trustee’s
Disclaimer.


 


The Trustee will not
be (A) responsible for, and makes no representation as to, the validity or adequacy of this Indenture or the Notes; (B) accountable
for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction
under any provision of this Indenture; (C) responsible for the use or application of any money received by any Paying Agent
other than the Trustee; and (D) responsible for any statement or recital in this Indenture, the Notes or any other document
relating to the sale of the Notes or this Indenture, other than the Trustee’s certificate of authentication.


 


Section 10.05.      Notice
of Defaults.


 


If a Default or Event
of Default occurs and is continuing and is actually known to a Responsible Officer of the Trustee, then the Trustee shall send
Holders a notice of such Default or Event of Default within ninety (90) days after it occurs or, if it is not actually known to
a Responsible Officer of the Trustee at such time, promptly (and in any event within ten (10) Business Days) after it becomes
actually known to a Responsible Officer; provided, however, that, except in the case of a Default or Event of Default
in the payment of the principal of, or interest on, any Note or a Default in the payment or delivery of the consideration due upon
conversion, the Trustee may withhold such notice if and for so long as it in good faith determines that withholding such notice
is in the interests of the Holders.


 


Section 10.06.      Compensation
and Indemnity.


 


(A)            The
Company will, from time to time, pay the Trustee (acting in any capacity hereunder) compensation for its acceptance of this Indenture
and services under this Indenture as may be agreed by the Company and the Trustee in writing from time to time. The Trustee’s
compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for
the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances
and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of
the Trustee’s agents and counsel.


 






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(B)            The
Company will indemnify and hold harmless the Trustee (acting in any capacity hereunder) against any and all losses, liabilities
or expenses (including without limitation, attorneys fees and expenses) incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture (including
without limitation, attorneys fees and expenses) against the Company (including this Section 10.06) and defending itself
against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise
or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense may
be attributable to its gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and
non-appealable decision. The Trustee will promptly notify the Company of any claim for which it may seek indemnity (other than
any claim brought by the Company), but the Trustee’s failure to so notify the Company will not relieve the Company of its
obligations under this Section 10.06(B). The Company will defend such claim, and the Trustee will cooperate in such
defense at the expense of the Company. The Company need not pay for any settlement of any such claim made without its consent,
which consent will not be unreasonably withheld, conditioned or delayed. The Company will not have the right, without the Trustee’s
written consent, to settle any claim covered by the Indemnity if such settlement (i) arises from or is part of any criminal
action, suit or proceeding, (ii) contains a stipulation to, confession of judgment with respect to, or admission or acknowledgement
of, any liability or wrongdoing on the part of the Trustee, (iii) provides for injunctive relief on the Trustee, or other
relief imposed on the Trustee other than monetary damages payable by the Company or (iv) does not contain an unconditional
release of the Trustee from all liability on all claims that are the subject matter of the related dispute or proceeding. The indemnification
provided in this Section 10.06 will extend to the officers, directors, agents and employees of the Trustee and any
successor Trustee under this Indenture.


 


(C)            The
obligations of the Company under this Section 10.06 will survive the resignation or removal of the Trustee and the
discharge of this Indenture.


 


(D)            To
secure the Company’s payment obligations in this Section 10.06, the Trustee will have a lien prior to the Notes
on all money or property held or collected by the Trustee, except that held in trust to pay principal of, or interest on, particular
Notes, which lien will survive the discharge of this Indenture.


 


(E)             If
the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (ix) or (x) of
Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses
of its agents and counsel) are intended to constitute administrative expenses for purposes of priority under any Bankruptcy Law.


 


Section 10.07.      Replacement
of the Trustee.


 


(A)            Notwithstanding
anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor
Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07.


 


(B)            The
Trustee may resign at any time and be discharged from its duties and obligations hereunder at any time by giving no less than thirty
(30) calendar days’ prior written notice of such resignation to the Company. The Holders of a majority in aggregate principal
amount of the Notes then outstanding may remove the Trustee by providing no less than thirty (30) calendar days’ prior written
notice to the Trustee and the Company in writing. The Company may remove the Trustee if:


 






    - 82 -


     


    




 


(i)           the
Trustee fails to comply with Section 10.09;


 


(ii)          the
Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;


 


(iii)         a
custodian or public officer takes charge of the Trustee or its property; or


 


(iv)        the
Trustee becomes incapable of acting.


 


(C)         If
the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will
promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office,
the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace
such successor Trustee appointed by the Company.


 


(D)         If
a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring
Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may,
at the Company’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


(E)          If
the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09,
then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.


 


(F)          A
successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice
the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers
and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring
Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee
to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).


 


Section 10.08.    Successor
Trustee by Merger, Etc.


 


If the Trustee consolidates,
merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, then such
corporation will become the successor Trustee under this Agreement and will have and succeed to the rights, powers, duties, immunities
and privileges as its predecessor without any further act or the execution or filing of any instrument or paper.


 


Section 10.09.    Eligibility;
Disqualification.


 


There will at all times
be a Trustee under this Indenture that is a corporation organized and doing business under the laws of the United States of America
or of any state thereof, that is authorized under such laws to exercise corporate trustee power, that is subject to supervision
or examination by federal or state authorities and that has a combined capital and surplus of at least $100.0 million as set forth
in its most recent published annual report of condition.


 






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Article 11.      Miscellaneous


 


Section 11.01.    Notices.


 


Any notice or communication
by the Company or the Trustee (including in its capacity as any Note Agent) to the other must be in writing and will be deemed
to have been duly given if delivered in person or by first class mail (registered or certified, return receipt requested), electronic
transmission or other similar means of unsecured electronic communication or overnight air courier guaranteeing next day delivery,
or to the other’s address, which initially is as follows:


 


If to the Company:


 


Bentley Systems, Incorporated


685 Stockton Drive


Exton, Pennsylvania 19341


Attn: Chief Legal Officer


 


with a copy (which will not constitute
notice) to:


 


Simpson Thacher & Bartlett
LLP


425 Lexington Avenue


New York, New York 10017


Attn: Richard Fenyes


E-mail: rfenyes@stblaw.com


 


If to the Trustee:


 


Wilmington Trust, National Association


50 South Sixth Street, Suite 1290


Minneapolis, MN 55402


Attn: Bentley Systems, Incorporated,
Administrator


 


The Company or the
Trustee, by notice to the other, may designate additional or different addresses (including electronic addresses) for subsequent
notices or communications.


 


All notices and communications
(other than those sent to Holders) will be deemed to have been duly given: (A) at the time delivered by hand, if personally
delivered; (B) five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; (C) when receipt
acknowledged, if transmitted by electronic transmission or other similar means of unsecured electronic communication; and (D) the
next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.


 






    - 84 -


     


    



 


All notices or communications
required to be made to a Holder pursuant to this Indenture (including notices referred to in Sections 7.01(A)(vi), 7.01(A)(vii),
7.02(B) and 7.02(C)) must be made in writing and will be deemed to be duly sent or given in writing if mailed
by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery,
to its address shown on the Register; provided, however, that a notice or communication to a Holder of a Global
Note may, but need not, instead be sent pursuant to the Depositary Procedures (in which case, such notice will be deemed to be
duly sent or given in writing). The failure to send a notice or communication to a Holder, or any defect in such notice or communication,
will not affect its sufficiency with respect to any other Holder. All notices, approvals, consents, requests and any communications
hereunder must be in writing (provided that any communication sent to Trustee hereunder must be in the form of a document that
is signed manually or by way of a digital signature), in English, and signatures of the parties hereto transmitted by facsimile,
PDF or other electronic transmission (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g.,
www.docusign.com) will constitute effective execution and delivery of this Indenture as to the other parties hereto and will be
deemed to be their original signatures for all purposes; provided, notwithstanding anything to the contrary set forth herein,
the Trustee is under no obligation to agree to accept electronic signatures in any form or format unless express agreed to by
the Trustee pursuant to procedures approved by the Trustee. The Company agrees to assume all risks arising out of the use of digital
signatures and electronic methods to submit communications to Trustee, including, without limitation, the risk of the Trustee
acting on unauthorized instructions, and the risk of interception and misuse by third parties.


 


If the Trustee is
then acting as the Depositary’s custodian for the Notes, then, at the reasonable request of the Company to the Trustee,
the Trustee will cause any notice prepared by the Company to be sent to any Holder(s) pursuant to the Depositary Procedures,
provided such request is evidenced in a Company Order delivered, together with the text of such notice, to the Trustee
at least two (2) Business Days (or such shorter period as the Trustee may agree) before the date such notice is to be so
sent. For the avoidance of doubt, such Company Order need not be accompanied by an Officer’s Certificate or Opinion of Counsel.
The Trustee will not have any liability relating to the contents of any notice that it sends to any Holder pursuant to any such
Company Order.


 


If a notice or communication
is mailed or sent in the manner provided above within the time prescribed, it will be deemed to have been duly given, whether
or not the addressee receives it.


 


Notwithstanding anything
to the contrary in this Indenture or the Notes, (A) whenever any provision of this Indenture requires a party to send notice
to another party, no such notice need be sent if the sending party and the recipient are the same Person acting in different capacities;
and (B) whenever any provision of this Indenture requires a party to send notice to more than one receiving party, and each
receiving party is the same Person acting in different capacities, then only one such notice need be sent to such Person.


 






    - 85 -


     


    

 


Section 11.02.  Delivery
of Officer’s Certificate and Opinion of Counsel as to Conditions Precedent.


 


Upon any request or
application by the Company to the Trustee to take any action under this Indenture (other than the Opinion of Counsel described
in (B) with respect to the initial authentication of Notes under this Indenture), the Company will furnish to the Trustee:


 


(A)          an
Officer’s Certificate that complies with Section 11.03 and states that, in the opinion of the signatory thereto,
all conditions precedent and covenants, if any, provided for in this Indenture relating to such action have been satisfied; and


 


(B)          an
Opinion of Counsel that complies with Section 11.03 and states that, in the opinion of such counsel, all such conditions
precedent and covenants, if any, have been satisfied.


 


Section 11.03.  Statements
Required in Officer’s Certificate and Opinion of Counsel.


 


Each Officer’s
Certificate (other than an Officer’s Certificate pursuant to Section 3.05) or Opinion of Counsel with respect
to compliance with a covenant or condition provided for in this Indenture will include:


 


(A)         a
statement that the signatory thereto has read such covenant or condition;


 


(B)          a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
therein are based;


 


(C)          a
statement that, in the opinion of such signatory, he, she or it has made such examination or investigation as is necessary to
enable him, her or it to express an informed opinion as to whether or not such covenant or condition has been satisfied; and


 


(D)          a
statement as to whether, in the opinion of such signatory, such covenant or condition has been satisfied.


 


Section 11.04.  Rules by
the Trustee, the Registrar and the Paying Agent.


 


The Trustee may make
reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.


 


Section 11.05.  No
Personal Liability of Directors, Officers, Employees and Stockholders.


 


No past, present or
future director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any obligations
of the Company under this Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or
their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of
the consideration for the issuance of the Notes.


 






    - 86 -


     


    

 


Section 11.06.  No
Stockholder Rights for Holders


 


Holders, as such,
will not have any rights as the Company’s stockholders (including, without limitation, voting rights and rights to receive
any dividends or other distributions on the Common Stock).


 


Section 11.07.  Governing
Law; Waiver of Jury Trial.


 


THIS INDENTURE AND
THE NOTES, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE OR THE NOTES, WILL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY AND THE TRUSTEE, AND THE HOLDERS BY ACCEPTING
THE NOTES, IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED BY THIS INDENTURE OR
THE NOTES.


 


Section 11.08.  Submission
to Jurisdiction.


 


Any legal suit, action
or proceeding arising out of or based upon this Indenture or the transactions contemplated by this Indenture may be instituted
in the federal courts of the United States of America located in the City of New York or the courts of the State of New York,
in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably
submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons,
notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address
set forth in Section 11.01 will be effective service of process for any such suit, action or proceeding brought in
any such court. Each of the Company, the Trustee and each Holder (by its acceptance of any Note) irrevocably and unconditionally
waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and
unconditionally waives and agrees not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient
forum.


 


Section 11.09.  No
Adverse Interpretation of Other Agreements.


 


Neither this Indenture
nor the Notes may be used to interpret any other indenture, note, loan or debt agreement of the Company or its Subsidiaries or
of any other Person, and no such indenture, note, loan or debt agreement may be used to interpret this Indenture or the Notes.


 


Section 11.10.  Successors.


 


All agreements of
the Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind
its successors.


 


Section 11.11.  Force
Majeure.


 


The Trustee and each
Note Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture
arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, any act or
provision of any present or future law or regulation or governmental authority; acts of God; earthquakes; fires; floods; wars;
terrorism; civil or military disturbances; sabotage; epidemics; pandemics; riots; interruptions, loss or malfunctions of utilities,
computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority or governmental
actions; or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility.


 






    - 87 -


     


    

 


Section 11.12.  U.S.A.
PATRIOT Act.


 


The Company acknowledges
that, in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee, like all financial institutions, in order to
help fight the funding of terrorism and money laundering, is required to obtain, verify and record information that identifies
each person or legal entity that establishes a relationship or opens an account with the Trustee. The Company agrees to provide
the Trustee with such information as it may request to enable the Trustee to comply with the U.S.A. PATRIOT Act.


 


Section 11.13.  Calculations.


 


Except as otherwise
provided in this Indenture, the Company will be responsible for making all calculations called for under this Indenture or the
Notes, including determinations of the Last Reported Sale Price, Daily VWAP, the Stock Price, the Daily Conversion Value, the
Daily Cash Amount, the Daily Share Amount, accrued interest on the Notes and the Conversion Rate. Neither the Trustee, the Paying
Agent, the Registrar nor the Conversion Agent will have any liability or responsibility for any calculation under this Indenture
or in connection with the Notes, for any information used in connection with such calculation or any determination made in connection
with a conversion.


 


The Company will make
all calculations in good faith, and, absent manifest error, its calculations will be final and binding on all Holders. The Company
will provide a schedule of its calculations to the Trustee and the Conversion Agent, and each of the Trustee and the Conversion
Agent may rely conclusively on the accuracy of the Company’s calculations without independent verification (and neither
the Trustee nor any Note Agent will have any responsibility for such calculations). The Company will promptly forward a copy of
each such schedule to a Holder upon its written request therefor.


 


Section 11.14.  Severability;
Entire Agreement.


 


If a court of competent
jurisdiction declares any provision of this Indenture or the Notes invalid, illegal or unenforceable, then the validity, legality
and enforceability of the remaining provisions of this Indenture or the Notes will not in any way be affected or impaired thereby.
This Indenture and the exhibits hereto set forth the entire agreement and understanding of the parties related to this transaction
and supersede all prior agreements and understandings, written or oral.


 


Section 11.15.  Counterparts.


 


The parties may sign
any number of copies of this Indenture. Each signed copy will be an original, and all of them together represent the same agreement.
Delivery of an executed counterpart of this Indenture or any document to be signed in connection with this Indenture by facsimile,
electronically in portable document format or in any other format will be effective as delivery of a manually executed counterpart.


 






    - 88 -


     


    

 


Section 11.16.  Table
of Contents, Headings, Etc.


 


The table of contents
and the headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not
to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions of this Indenture.


 


Section 11.17.  Withholding
Taxes.


 


Each Holder of a Note
agrees, and each beneficial owner of an interest in a Global Note, by its acquisition of such interest, is deemed to agree, that
in the event that it is deemed to have received a distribution that is subject to U.S. federal income tax as a result of an adjustment
or the non-occurrence of an adjustment to the Conversion Rate, and as a result the Company or other applicable withholding agent
pays withholding taxes or backup withholding on behalf of such Holder or beneficial owner, then the Company or such withholding
agent, as applicable, may, at its option, withhold from or set off such payments against payments of interest, payments of cash
or the delivery of other Conversion Consideration upon the conversion of such Note, payments upon the repurchase, redemption or
maturity of such Note, any payments on the Common Stock or sales proceeds received by, or other funds or assets of, such Holder
or beneficial owner.


 


[The Remainder of This Page Intentionally
Left Blank; Signature Page Follows]


 






    - 89 -


     


    

 


IN WITNESS WHEREOF,
the parties to this Indenture have caused this Indenture to be duly executed as of the date first written above.


 


	 	Bentley
    Systems, Incorporated
	 	 	 
	 	By:	/s/ David Hollister
	 	 	Name: 	David Hollister
	 	 	Title: 	Chief Financial Officer
	 	 	 
	 	Wilmington
    Trust, National Association, as Trustee
	 	 	 
	 	By:	/s/ Barry D. Somrock
	 	 	Name: 	Barry D. Somrock
	 	 	Title: 	Vice President 



 


[Signature Page to Indenture]


 






     


     


    

 


EXHIBIT A


 


FORM OF NOTE


 


[Insert Global Note Legend, if applicable]


 


[Insert Restricted Note Legend, if applicable]


 


[Insert Non-Affiliate Legend]


 


BENTLEY SYSTEMS, INCORPORATED


 


0.125% Convertible Senior Note due 2026


 


CUSIP No.:     [___][Insert
for a “restricted” CUSIP number: *]       Certificate
No.     [___]


 


Bentley Systems, Incorporated,
a Delaware corporation, for value received, promises to pay to Cede & Co., or its registered assigns, the principal sum
of [        ] dollars ($[       ]) [(as revised by the attached
Schedule of Exchanges of Interests in the Global Note)]†
on January 15, 2026 and to pay interest thereon, as provided in the Indenture referred to below, until the principal
and all accrued and unpaid interest are paid or duly provided for.


 


		Interest Payment Dates:	January 15
                                         and July 15 of each year, commencing on [date].



 


		Regular Record Dates:	January 1
                                         and July 1 (whether or not a Business Day).



 


Additional provisions
of this Note are set forth on the other side of this Note.


 


[The Remainder of This Page Intentionally
Left Blank; Signature Page Follows]


 





 











		*	This
                                         Note will be deemed to be identified by CUSIP No. [___] from and after such time when
                                         the Company delivers, pursuant to Section 2.12 of the within-mentioned Indenture, written
                                         notice to the Trustee of the deemed removal of the Restricted Note Legend affixed to
                                         this Note.



		†	Insert
                                         bracketed language for Global Notes only.




 






     


     


    

 


IN WITNESS WHEREOF,
Bentley Systems, Incorporated has caused this instrument to be duly executed as of the date set forth below.


 


	 	 	 	Bentley
Systems, Incorporated

	 	 	 	 
	Date:	 	 	By:	                                 






		Name:






		Title:



 






    A-2


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


Wilmington Trust, National Association,
as Trustee, certifies that this is one of the Notes referred to in the within-mentioned Indenture.


 


	Date:	 	 	By:	                                 
	 	 	 	 	Authorized Signatory



 






    A-3


     


    

 


BENTLEY SYSTEMS, INCORPORATED


 


0.125% Convertible Senior Note due 2026


 


This Note is one of
a duly authorized issue of notes of Bentley Systems, Incorporated, a Delaware corporation (the “Company”),
designated as its 0.125% Convertible Senior Notes due 2026 (the “Notes”), all issued or to be issued pursuant
to an indenture, dated as of January 26, 2021 (as the same may be amended from time to time, the “Indenture”),
between the Company and Wilmington Trust, National Association, as trustee. Capitalized terms used in this Note without definition
have the respective meanings ascribed to them in the Indenture.


 


The Indenture sets
forth the rights and obligations of the Company, the Trustee and the Holders and the terms of the Notes. Notwithstanding anything
to the contrary in this Note, to the extent that any provision of this Note conflicts with the provisions of the Indenture, the
provisions of the Indenture will control.


 


1.            Interest.
This Note will accrue interest at a rate and in the manner set forth in Section 2.05 of the Indenture. Stated Interest on
this Note will begin to accrue from, and including, [date].


 


2.            Maturity.
This Note will mature on January 15, 2026, unless earlier repurchased, redeemed or converted.


 


3.            Method
of Payment. Cash amounts due on this Note will be paid in the manner set forth in Section 2.04 of the Indenture.


 


4.            Persons
Deemed Owners. The Holder of this Note will be treated as the owner of this Note for all purposes.


 


5.            Denominations;
Transfers and Exchanges. All Notes will be in registered form, without coupons, in principal amounts equal to any Authorized
Denominations. Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange this Note by presenting
it to the Registrar and delivering any required documentation or other materials.


 


6.            Right
of Holders to Require the Company to Repurchase Notes upon a Fundamental Change. If a Fundamental Change (other than an Exempted
Fundamental Change) occurs, then each Holder will have the right to require the Company to repurchase such Holder’s Notes
(or any portion thereof in an Authorized Denomination) for cash in the manner, and subject to the terms, set forth in Section 4.02
of the Indenture.


 


7.            Right
of the Company to Redeem the Notes. The Company will have the right to redeem the Notes for cash in the manner, and subject
to the terms, set forth in Section 4.03 of the Indenture.


 


8.            Conversion.
The Holder of this Note may convert this Note into Conversion Consideration in the manner, and subject to the terms, set forth
in Article 5 of the Indenture.


 






    A-4


     


    

 


9.            When
the Company May Merge, Etc. Article 6 of the Indenture places limited restrictions on the Company’s ability
to be a party to a Business Combination Event.


 


10.          Defaults
and Remedies. If an Event of Default occurs, then the principal amount of, and all accrued and unpaid interest on, all of
the Notes then outstanding may (and, in certain circumstances, will automatically) become due and payable in the manner, and subject
to the terms, set forth in Article 7 of the Indenture.


 


11.          Amendments,
Supplements and Waivers. The Company and the Trustee may amend or supplement the Indenture or the Notes or waive compliance
with any provision of the Indenture or the Notes in the manner, and subject to the terms, set forth in Article 8 of the Indenture.


 


12.          No
Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee,
incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture
or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note,
each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of
the Notes.


 


13.          Authentication.
No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized
signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note.


 


14.          Abbreviations.
Customary abbreviations may be used in the name of a Holder or its assignee, such as TEN COM (tenants in common), TEN ENT (tenants
by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (custodian), and U/G/M/A
(Uniform Gift to Minors Act).


 


15.          Governing
Law. THIS NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


* * *


 


To request a copy
of the Indenture, which the Company will provide to any Holder at no charge, please send a written request to the following address:


 


Bentley Systems, Incorporated


685 Stockton Drive


Exton, Pennsylvania 19341


Attn: Chief Legal Officer


 






    A-5


     


    

 


SCHEDULE OF EXCHANGES OF INTERESTS IN
THE GLOBAL NOTE*


 


INITIAL PRINCIPAL AMOUNT OF THIS GLOBAL
NOTE: $[___]


 


The following exchanges, transfers or
cancellations of this Global Note have been made:


 


	Date
	Amount
        of Increase

        (Decrease) in 

        Principal Amount of 

        this Global Note
	Principal
        Amount of 

        this Global Note

        After Such Increase

        (Decrease)
	Signature
        of 

        Authorized 

        Signatory of Trustee

	 

	 

	 

	 


	 

	 

	 

	 


	 

	 

	 

	 


	 

	 

	 

	 


	 

	 

	 

	 


	 

	 

	 

	 


	 

	 

	 

	 


	 

	 

	 

	 


	 

	 

	 

	 


	 

	 

	 

	 


	 

	 

	 

	 


	 

	 

	 

	 


	 

	 

	 

	 


	 

	 

	 

	 


	 

	 

	 

	 


	 

	 

	 

	 




 


 






		*	Insert for Global Notes only.



 






    A-6


     


    

 


CONVERSION NOTICE


 


BENTLEY SYSTEMS, INCORPORATED


 


0.125% Convertible Senior Notes due 2026


 


Subject to the terms of the Indenture,
by executing and delivering this Conversion Notice, the undersigned Holder of the Note identified below directs the Company to
convert (check one):


 


		 ̈	the
                                         entire principal amount of



 


		 ̈	$                     
                                         *aggregate principal amount of



 


the Note identified by CUSIP No.                      
and Certificate No.                      .


 


The undersigned acknowledges that if the
Conversion Date of a Note to be converted is after a Regular Record Date and before the next Interest Payment Date, then such
Note, when surrendered for conversion, must, in certain circumstances, be accompanied with an amount
of cash equal to the interest that would have accrued on such Note to, but excluding, such Interest Payment Date.


 


	Date:	 	 	 
	 	 	(Legal
                                         Name of Holder)



 


		 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 
	 	 	Signature
                                         Guaranteed:
	 	 	 
	 	 	 
	 	 	Participant
                                         in a Recognized Signature
	 	 	Guarantee
                                         Medallion Program
	 	 	 
	 	 	By:	 
	 	 	Authorized
                                         Signatory




 


 






		*	Must
                                         be an Authorized Denomination.



 






    A-7


     


    

 


FUNDAMENTAL CHANGE REPURCHASE NOTICE


 


BENTLEY SYSTEMS, INCORPORATED


 


0.125% Convertible Senior Notes due 2026


 


Subject to the terms of the Indenture,
by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Note identified below is
exercising its Fundamental Change Repurchase Right with respect to (check one):


 


		 ̈	the
                                         entire principal amount of



 


		 ̈	$                     *
                                         aggregate principal amount of



 


the Note identified by CUSIP No.                      
and Certificate No.                      .


 


The undersigned acknowledges that this
Note, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be
paid.


 


	Date:	 	 	 
	 	 	(Legal
                                         Name of Holder)



 


		 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 
	 	 	Signature
                                         Guaranteed:
	 	 	 
	 	 	 
	 	 	Participant
                                         in a Recognized Signature
	 	 	Guarantee
                                         Medallion Program
	 	 	 
	 	 	By:	 
	 	 	Authorized
                                         Signatory




 





 






		*	Must
                                         be an Authorized Denomination.



 






    A-8


     


    

 


ASSIGNMENT FORM


 


BENTLEY SYSTEMS, INCORPORATED


 


0.125% Convertible Senior Notes due 2026


 


Subject to the terms of the Indenture,
the undersigned Holder of the within Note assigns to:


 


	Name:		 



 


	Address:		 



 


Social
security or


tax identification


	number:		 



 


the within Note and all rights thereunder
and irrevocably appoints:


 


as agent to transfer the within Note on
the books of the Company. The agent may substitute another to act for him/her.


 


	Date:	 	 	 
	 	 	(Legal
                                         Name of Holder)



 


		 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 
	 	 	Signature
                                         Guaranteed:
	 	 	 
	 	 	 
	 	 	Participant
                                         in a Recognized Signature
	 	 	Guarantee
                                         Medallion Program
	 	 	 
	 	 	By:	 
	 	 	Authorized
                                         Signatory




 






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TRANSFEROR ACKNOWLEDGEMENT


 


If the within Note bears a Restricted
Note Legend, the undersigned further certifies that (check one):


 


		1.	o	Such Transfer is being made
                                         to the Company or a Subsidiary of the Company.



 


		2.	o	Such Transfer is being made
                                         pursuant to, and in accordance with, a registration statement that is effective under
                                         the Securities Act at the time of the Transfer.



 


		3.	o	Such Transfer is being made
                                         pursuant to, and in accordance with, Rule 144A under the Securities Act, and, accordingly,
                                         the undersigned further certifies that the within Note is being transferred to a Person
                                         that the undersigned reasonably believes is purchasing the within Note for its own account,
                                         or for one or more accounts with respect to which such Person exercises sole investment
                                         discretion, and such Person and each such account is a “qualified institutional
                                         buyer” within the meaning of Rule 144A under the Securities Act in a transaction
                                         meeting the requirements of Rule 144A. If this item is checked, then the transferee
                                         must complete and execute the acknowledgment contained on the next page.



 


		4.	o	Such Transfer is being made
                                         pursuant to, and in accordance with, any other available exemption from the registration
                                         requirements of the Securities Act (including, if available, the exemption provided by
                                         Rule 144 under the Securities Act).



 





	Dated:
	 	 	 
	 	 	 



 	 	 	 
	(Legal Name of Holder)	 	 




 


	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 
	Signature Guaranteed:	 	 
	 	 	 
	 	 	 
	(Participant
                                         in a Recognized Signature
	 	 
	Guarantee
                                         Medallion Program)
	 	 
	 	 	 
	By:	 	 	 
	Authorized Signatory	 	 




 






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TRANSFEREE ACKNOWLEDGEMENT


 


The undersigned represents that it is
purchasing the within Note for its own account, or for one or more accounts with respect to which the undersigned exercises sole
investment discretion, and that and the undersigned and each such account is a “qualified institutional buyer” within
the meaning of Rule 144A under the Securities Act. The undersigned acknowledges that the transferor is relying, in transferring
the within Note on the exemption from the registration and prospectus-delivery requirements of the Securities Act of 1933, as
amended, provided by Rule 144A and that the undersigned has received such information regarding the Company as the undersigned
has requested pursuant to Rule 144A.


 


	Dated:
	 	 	 
	 	 	 



 	 	 	 
	(Name of Transferee)	 	 




 


	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 




 






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EXHIBIT B-1


 


FORM OF RESTRICTED NOTE LEGEND


 


THIS SECURITY AND THE COMMON STOCK, IF
ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
 “SECURITIES ACT”), AND MAY NOT BE RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE.
BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:


 


		(1)	REPRESENTS THAT IT AND ANY ACCOUNT
                                         FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING
                                         OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION
                                         WITH RESPECT TO EACH SUCH ACCOUNT; AND



 


		(2)	AGREES FOR THE BENEFIT OF BENTLEY SYSTEMS, INCORPORATED
                                         (THE “COMPANY”) THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY
                                         AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY OR
                                         ANY BENEFICIAL INTEREST HEREIN OR THEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE
                                         YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED
                                         BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH
                                         LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:



 


		(A)	TO THE COMPANY OR ANY SUBSIDIARY
                                         THEREOF;



 


		(B)	PURSUANT TO A REGISTRATION STATEMENT
                                         WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT;



 


		(C)	TO A PERSON REASONABLY BELIEVED
                                         TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
                                         ACT; OR



 


		(D)	PURSUANT TO AN EXEMPTION FROM REGISTRATION
                                         PROVIDED BY RULE 144 UNDER THE SECURITIES ACT; OR ANY OTHER AVAILABLE EXEMPTION FROM
                                         THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



 


PRIOR TO THE REGISTRATION OF ANY TRANSFER
IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL
OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER
IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE
AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.*


 


 






		*	This
                                         paragraph and the immediately preceding paragraph will be deemed to be removed from the
                                         face of this Note at such time when the Company delivers written notice to the Trustee
                                         of such deemed removal pursuant to Section 2.12 of the within-mentioned Indenture.



 






     


     


    

 


EXHIBIT B-2


 


FORM OF GLOBAL NOTE LEGEND


 


THIS IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH
MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE WILL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN ARTICLE 2 OF THE INDENTURE HEREINAFTER REFERRED TO.


 






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EXHIBIT B-3


 


FORM OF NON-AFFILIATE LEGEND


 


NO AFFILIATE (AS DEFINED IN RULE 144 UNDER
THE SECURITIES ACT OF 1933, AS AMENDED) OF THE COMPANY MAY PURCHASE OR OTHERWISE ACQUIRE THIS NOTE OR ANY BENEFICIAL INTEREST
HEREIN.


 






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