Exhibit 10.1


 





Goodwin Draft





Final Bidding Version


 


	[Dealer Name and Address]	
	 	June [__], 2021
	To:Bentley
    Systems, Incorporated	 
	685 Stockton
    Drive	 
	Exton, Pennsylvania	 
	Attention:              Chief
    Financial Officer;	 
	 	General Counsel and Secretary	 



 


Re: [Base][Additional] Call Option Transaction


 


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


 


The definitions and provisions
contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International
Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any
inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein
are based on terms that are defined in the Preliminary Offering Memorandum dated June [__], 2021 (the “Offering Memorandum”)
relating to the [__]% Convertible Senior Notes due 2027 (as originally issued by Counterparty, the “Convertible Notes”
and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate
initial principal amount of USD [500,000,000] (as increased by [up to]1
an aggregate principal amount of USD [75,000,000] [if and to the extent that]2[pursuant
to the exercise by]3 the Initial Purchasers
(as defined herein) [exercise]4[of]5
their option to purchase additional Convertible Notes pursuant to the Purchase Agreement (as defined herein)) pursuant to
an Indenture [to be]6 dated June [__],
2021 between Counterparty and Wilmington Trust, National Association, as trustee (the “Indenture”). In the event of
any inconsistency between the terms defined in the Offering Memorandum, the Indenture and this Confirmation, this Confirmation shall
govern. The parties acknowledge that this Confirmation is entered into on the date hereof with the understanding that (i) definitions
set forth in the Indenture which are also defined herein by reference to the Indenture and (ii) sections of the Indenture that are
referred to herein will conform to the descriptions thereof in the Offering Memorandum. If any such definitions in the Indenture or any
such sections of the Indenture differ from the descriptions thereof in the Offering Memorandum, the descriptions thereof in the Offering
Memorandum will govern for purposes of this Confirmation. The parties further acknowledge that the Indenture section numbers used herein
are based on the [draft of the Indenture last reviewed by Dealer as of the date of this Confirmation, and if any such section numbers
are changed in the Indenture as executed, the parties will amend this Confirmation in good faith to preserve the intent of the parties]7[Indenture
as executed]8. Subject to the foregoing,
references to the Indenture herein are references to the Indenture as in effect on the date of its execution, and if the Indenture is
amended or supplemented following such date (other than any amendment or supplement (x) pursuant to Section 8.01(I) of
the Indenture that, as determined by the Calculation Agent, conforms the Indenture to the description of Convertible Notes in the Offering
Memorandum or (y) pursuant to Section 5.09 of the Indenture, subject, in the case of this clause (y), to the second paragraph
under “Method of Adjustment” in Section 3), any such amendment or supplement will be disregarded for purposes of this
Confirmation unless the parties agree otherwise in writing.


 





 






1
Include in the Base Call Option Confirmation.


2
Include in the Base Call Option Confirmation.


3
Include in the Additional Call Option Confirmation.


4
Include in the Base Call Option Confirmation.


5
Include in the Additional Call Option Confirmation.


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


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


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


 






    1


     


    




 


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


 


1.            This
Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which this
Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 2002 ISDA
Master Agreement (the “Agreement”) as if Dealer and Counterparty had executed an agreement in such form on the Trade
Date (but without any Schedule except for (i) the election of the laws of the State of New York as the governing law (without reference
to choice of law doctrine), [(ii) the election of an executed guarantee of [___________] (“Guarantor”) dated
as of the Trade Date in customary form as a Credit Support Document, (iii) the election of Guarantor as Credit Support Provider
in relation to Dealer,] [(ii)][(iv)] in respect of Section 5(a)(vi) of the Agreement, (a) the “Cross Default”
provisions shall apply to Dealer with a “Threshold Amount” of three percent of the shareholders’ equity of [Dealer][Dealer’s
ultimate parent] as of the Trade Date, (b) the phrase “or becoming capable at such time of being declared” shall be
deleted from clause (1) and (c) the following language shall be added to the end thereof: “Notwithstanding the foregoing,
a default under subsection (2) hereof shall not constitute an Event of Default if (x) the default was caused solely by error
or omission of an administrative or operational nature; (y) funds were available to enable the party to make the payment when due;
and (z) the payment is made within two Local Business Days of such party’s receipt of written notice of its failure to pay.”
and [(iii)][(v)] the term “Specified Indebtedness” shall have the meaning specified in Section 14 of the Agreement,
except that such term shall not include obligations in respect of deposits received in the ordinary course of a party’s banking
business).


 


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


 


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


 


General Terms.





 


	Trade
    Date:	June [__],
    2021
	 	 
	Effective
    Date:	The second Exchange Business
    Day immediately prior to the Premium Payment Date, subject to Section 9(u).
	 	 
	Option
    Style:	“Modified American”,
    as described under “Procedures for Exercise” below
	 	 
	Option
    Type:	Call
	 	 
	Buyer:	Counterparty
	 	 
	Seller:	Dealer
	 	 
	Shares:	The Class B common stock of Counterparty, par value USD 0.01 per share (Exchange symbol “BSY”).
	 	 
	Number
    of Options:	[_______]9.
    For the avoidance of doubt, the Number of Options shall be reduced by any Options exercised by Counterparty. In no event will the
    Number of Options be less than zero.






 


 



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






    2


     


    

 


	Applicable
    Percentage:	[__]%
	 	 
	Option
    Entitlement:	A number equal to the product
    of the Applicable Percentage and [______]10.
	 	 
	Strike
    Price:	USD [______]
	 	 
	Cap
    Price:	USD [______]
	 	 
	Premium:	USD [______]
	 	 
	Premium
    Payment Date:	June [__], 2021
	 	 
	 	 
	Exchange:	The Nasdaq Global Select Market
	 	 
	Related
    Exchange(s):	All Exchanges
	 	 
	Excluded Provisions:	Section 5.06 and Section 5.07
    of the Indenture.
	 	 
	Procedures for Exercise.	 
	 	 
	Conversion Date:	With respect to any conversion of a Convertible Note (other than any conversion of Convertible Notes
    with a Conversion Date occurring prior to the Free Convertibility Date (any such conversion, an “Early Conversion”),
    to which the provisions of Section 9(h)(i) of this Confirmation shall apply), the date on which the Holder (as such term
    is defined in the Indenture) of such Convertible Note satisfies all of the requirements for conversion thereof as set forth in Section 5.02(A),
    subject to the proviso included in Section 5.03(C) of the Indenture; provided that if Counterparty has not delivered
    to Dealer a related Notice of Exercise, then in no event shall a Conversion Date be deemed to occur hereunder (and no Option shall
    be exercised or deemed to be exercised hereunder) with respect to any surrender of a Convertible Note for conversion in respect of
    which Counterparty has elected to designate a financial institution for exchange in lieu of conversion of such Convertible Note pursuant
    to Section 5.08 of the Indenture.
	 	 
	Free Convertibility Date:	[April 1, 2027]
	 	 
	Expiration Time:	The Valuation Time
	 	 
	Expiration Date:	[July 1, 2027], subject to earlier exercise.
	 	 
	Multiple Exercise:	Applicable, as described under “Automatic Exercise” below.
	 	 
	Automatic Exercise:	Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date occurring on
    or after the Free Convertibility Date, in respect of which a Notice of Conversion that is effective as to Counterparty has been delivered
    by the relevant converting Holder, a number of Options equal to [(i)] the number of Convertible Notes in denominations of USD 1,000
    as to which such Conversion Date has occurred [minus (ii) the number of Options that are or are deemed to be automatically
    exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated June [__], 2021
    between Dealer and Counterparty (the “Base Call Option Confirmation”),]11
    shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised
    only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below.



 





 






10 Insert the initial Conversion Rate for the Convertible
Notes.


 






    3


     


    




 





 


	 	Notwithstanding the foregoing, in no event shall the number of Options that are exercised
    or deemed exercised hereunder exceed the Number of Options.
	 	 
	Notice of Exercise:	Notwithstanding
                                    anything to the contrary in the Equity Definitions or under “Automatic Exercise” above,
                                    in order to exercise any Options relating to Convertible Notes with a Conversion Date occurring on
                                    or after the Free Convertibility Date, Counterparty must notify Dealer in writing before 5:00 p.m. (New
                                    York City time) on the Scheduled Valid Day immediately preceding the Expiration Date specifying the
                                    number of such Options [; provided that any “Notice of Exercise” delivered to
                                    Dealer pursuant to the Base Call Option Transaction Confirmation shall be deemed to be a Notice of
                                    Exercise pursuant to this Confirmation and the terms of such Notice of Exercise shall apply, mutatis
                                    mutandis, to this Confirmation]12;
                                    provided that if the Relevant Settlement Method for such Options is (x) Cash Settlement
                                    or (y) Combination Settlement, Dealer shall have received a separate notice (the “Notice
                                    of Final Settlement Method”) before 5:00 p.m. (New York City time) on the Free Convertibility
                                    Date specifying (1) the Relevant Settlement Method for such Options, and (2) if the Settlement
                                    Method is Combination Settlement, a fixed amount of cash per Convertible Note that Counterparty has
                                    elected to deliver to Holders (as such term is defined in the Indenture) of the related Convertible
                                    Notes (the “Specified Cash Amount”). Counterparty acknowledges its responsibilities
                                    under applicable securities laws, and in particular Section 9 and Section 10(b) of
                                    the Exchange Act (as defined below) and the rules and regulations thereunder, in respect of
                                    any election of a Settlement Method for any Options.




	 	 
	Valuation Time:	At the close of trading of the regular trading session on the Exchange; provided that if the
    principal trading session is extended, the Calculation Agent shall determine the Valuation Time in its reasonable discretion.
	 	 
	Market Disruption Event:	Section 6.3(a) of the Equity Definitions is hereby replaced in its entirety by the following:
	 	 
	 	“‘Market Disruption Event’ means, in respect of a Share, (i) a failure by
    the principal United States national or regional securities exchange on which the Shares are then listed to open for trading during
    its regular trading session or (ii) the occurrence or existence, for more than one half-hour period in the aggregate, of any
    suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange
    or otherwise) in the Shares or in any options contracts or futures contracts relating to the Shares, and such suspension or limitation
    occurs or exists at any time before 1:00 p.m. (New York City time) on any Scheduled Valid Day for the Shares .”






 





 






11 Include for Additional Call Option Confirmation only.


12 Include for Additional Call Option Confirmation only.


 



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







    5


     


    

 


	 	Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with
    respect to any Net Share Settlement Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.
	 	 
	Combination Settlement:	If Combination Settlement is applicable to any Option exercised or deemed exercised hereunder,
    Dealer will pay or deliver, as the case may be, to Counterparty, on the relevant Settlement Date for each such Option:
	 	 	 






  


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



 


		(ii)	Shares (the “Combination
                                            Settlement Share Amount”) equal to the sum, for each Valid Day during the Settlement
                                            Averaging Period for such Option, of a number of Shares for such Valid Day (the “Daily
                                            Combination Settlement Share Amount”) equal to (A) (1) the Daily Option
                                            Value for such Valid Day minus the Daily Combination Settlement Cash Amount for such
                                            Valid Day, divided by (2) the Relevant Price on such Valid Day, divided by
                                            (B) the number of Valid Days in the Settlement Averaging Period; provided
                                            that if the calculation in sub-clause (A)(1) above results in zero or a negative number
                                            for any Valid Day, the Daily Combination Settlement Share Amount for such Valid Day shall
                                            be deemed to be zero;
	 	 	 
	 	provided that in no event shall the sum of (x) the Combination
               Settlement Cash Amount for any Option and (y) the Combination Settlement Share Amount for such Option multiplied
               by the Applicable Limit Price on the Settlement Date for such Option, exceed the Applicable Limit for such Option.
	 	 
	 	Dealer will pay cash in lieu of delivering any fractional Shares to be delivered
               with respect to any Combination Settlement Share Amount valued at the Relevant Price for the last Valid Day of the Settlement
               Averaging Period.







    6


     


    

 	Cash
                                            Settlement:	If Cash Settlement
    is applicable to any Option exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions, Dealer
    will pay to Counterparty, on the relevant Settlement Date for each such Option, an amount of cash (the “Cash Settlement
    Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of (i) the Daily
    Option Value for such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period.
	 	 
	Daily Option Value:	For any Valid Day, an amount
    equal to (i) the Option Entitlement on such Valid Day, multiplied by (ii) (A) the lesser of the Relevant Price
    on such Valid Day and the Cap Price, less (B) the Strike Price on such Valid Day; provided that if the calculation
    contained in clause (ii) above results in a negative number, the Daily Option Value for such Valid Day shall be deemed to be
    zero. In no event will the Daily Option Value be less than zero.
	 	 
	Applicable Limit:	For any Option, an amount
    of cash equal to the Applicable Percentage multiplied by the excess of (i) the aggregate of (A) the amount of cash,
    if any, paid to the Holder of the related Convertible Note upon conversion of such Convertible Note and (B) the number of Shares,
    if any, delivered to the Holder of the related Convertible Note upon conversion of such Convertible Note multiplied by the
    Applicable Limit Price on the Settlement Date for such Option, over (ii) USD 1,000.
	 	 
	Applicable Limit Price:	On any day, the opening
    price as displayed under the heading “Op” on Bloomberg page BSY <equity> (or any successor thereto).
	 	 
	Valid Day:	A day on which (i) there
    is no Market Disruption Event and (ii) trading in the Shares generally occurs on the Exchange or, if the Shares are not then
    listed on the Exchange, on the principal other United States national or regional securities exchange on which the Shares are then
    listed or, if the Shares are not then listed on a United States national or regional securities exchange, on the principal other
    market on which the Shares are then admitted for trading. If the Shares are not so listed or admitted for trading, “Valid Day”
    means a Business Day.
	 	 
	Scheduled Valid Day:	A day that is scheduled
    to be a Valid Day on the principal United States national or regional securities exchange or market on which the Shares are listed
    or admitted for trading. If the Shares are not so listed or admitted for trading, “Scheduled Valid Day” means a Business
    Day.
	 	 
	Business Day:	Any day other than a Saturday,
    a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be
    closed.







    7


     


    

 


	Relevant Price:	On any Valid Day, the per Share volume-weighted average price as displayed under the
    heading “Bloomberg VWAP” on Bloomberg page BSY <equity> AQR (or its equivalent successor if such page is
    not available) in respect of the period from the scheduled opening time of the Exchange to the Scheduled Closing Time of the Exchange
    on such Valid Day (or if such volume-weighted average price is unavailable at such time, the market value of one Share on such Valid
    Day, as determined by the Calculation Agent using, if practicable, a volume-weighted average method). The Relevant Price will be
    determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.
	 	 
	Settlement Averaging Period:	For any Option and regardless of the Settlement Method applicable to such Option, the 40 consecutive
    Valid Days commencing on, and including, the 41st Scheduled Valid Day immediately prior to the Expiration Date.
	 	 
	Settlement Date:	For any Option, the second Business Day immediately following the final Valid Day of the Settlement
    Averaging Period for such Option.
	 	 
	Settlement Currency:	USD
	 	 
	Other Applicable Provisions:	The provisions of Sections 9.1(c), 9.8, 9.9 and 9.11 of the Equity Definitions will be applicable,
    except that all references in such provisions to “Physically-settled” shall be read as references to “Share Settled”.
    “Share Settled” in relation to any Option means that Net Share Settlement or Combination Settlement is applicable to
    that Option.
	 	 
	Representation and Agreement:	Notwithstanding anything to the contrary in the Equity Definitions (including, but not limited to,
    Section 9.11 thereof), the parties acknowledge that (i) any Shares delivered to Counterparty shall be, upon delivery, subject
    to restrictions and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities laws,
    (ii) Dealer may deliver any Shares required to be delivered hereunder in certificated form in lieu of delivery through the Clearance
    System and (iii) any Shares delivered to Counterparty may be “restricted securities” (as defined in Rule 144
    under the Securities Act of 1933, as amended (the “Securities Act”)).
	 	 
	3.            Additional
    Terms applicable to the Transaction.	 
	 	 
	Adjustments applicable
    to the Transaction:	 
	 	 
	Potential Adjustment Events:	Notwithstanding Section 11.2(e) of
    the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in
    any Dilution Adjustment Provision, that would result in an adjustment under the Indenture to the “Conversion Rate” or
    the composition of a “Reference Property Unit” or to any “Last Reported Sale Price” or “Daily VWAP”
    (each as defined in the Indenture) or other calculation the adjustment of which is contemplated by Section 5.05(G) of the
    Indenture. For the avoidance of doubt, Dealer shall not have any delivery or payment obligation hereunder, and no adjustment shall
    be made to the terms of the Transaction, on account of (x) any distribution of cash, property or securities by Counterparty
    to holders of the Convertible Notes (upon conversion or otherwise) or (y) any other transaction in which holders of the Convertible
    Notes are entitled to participate, in each case, in lieu of an adjustment under the Indenture of the type referred to in the immediately
    preceding sentence (including, without limitation, pursuant to the proviso in the first sentence of Section 5.05(A)(iii)(1) of
    the Indenture or the proviso in the first sentence of Section 5.05(A)(iv) of the Indenture).






    8


     


    

 


	Method of Adjustment:	Calculation
    Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any Potential Adjustment
    Event, the Calculation Agent, acting in good faith and commercially reasonably, taking into account the relevant provisions of the
    Indenture, shall make a corresponding adjustment to any one or more of the Strike Price, Number of Options, Option Entitlement and
    any other variable relevant to the exercise, settlement or payment for the Transaction.
	 	 
	 	Notwithstanding
    the foregoing and “Consequences of Merger Events / Tender Offers” below:
	 	 	 









 


		(i)	if the Calculation Agent in good
                                            faith disagrees with any adjustment to the Convertible Notes that involves an exercise of
                                            discretion by Counterparty or its board of directors (including, without limitation, pursuant
                                            to Section 5.05(G) of the Indenture, Section 5.09 of the Indenture or any
                                            supplemental indenture entered into thereunder or in connection with any proportional adjustment
                                            or the determination of the fair value of any securities, property, rights or other assets),
                                            then in each such case, the Calculation Agent will determine the adjustment to be made to
                                            any one or more of the Strike Price, Number of Options, Option Entitlement and any other
                                            variable relevant to the exercise, settlement or payment for the Transaction in a commercially
                                            reasonable manner, taking into account the relevant provisions of the Indenture; provided
                                            that, notwithstanding the foregoing, if any Potential Adjustment Event occurs during
                                            the Settlement Averaging Period but no adjustment was made to any Convertible Note under
                                            the Indenture because the relevant Holder (as such term is defined in the Indenture) was
                                            deemed to be a record owner of the underlying Shares on the related Conversion Date, then
                                            the Calculation Agent shall make a commercially reasonable adjustment, as determined by it,
                                            to the terms hereof in order to account for such Potential Adjustment Event;







    9


     


    

 


		(ii)	in connection with any Potential
                                            Adjustment Event as a result of an event or condition set forth in Section 5.05(A)(ii) of
                                            the Indenture or Section 5.05(A)(iii) of the Indenture where, in either case, the
                                            period for determining “Y” (as such term is used in Section 5.05(A)(ii) of
                                            the Indenture) or “SP” (as such term is used in Section 5.05(A)(iii) of
                                            the Indenture), as the case may be, begins before Counterparty has publicly announced the
                                            event or condition giving rise to such Potential Adjustment Event, then the Calculation Agent
                                            shall have the right to adjust, in good faith and in a commercially reasonable manner, any
                                            variable relevant to the exercise, settlement or payment for the Transaction as appropriate
                                            to reflect the costs (including, but not limited to, hedging mismatches and market losses)
                                            and expenses incurred by Dealer in connection with its hedging activities as a result of
                                            such event or condition not having been publicly announced prior to the beginning of such
                                            period; and






 


		(iii)	if any Potential Adjustment Event
                                            is declared and (a) the event or condition giving rise to such Potential Adjustment
                                            Event is subsequently amended, modified, cancelled or abandoned, (b) the “Conversion
                                            Rate” (as defined in the Indenture) is otherwise not adjusted at the time or in the
                                            manner contemplated by the relevant Dilution Adjustment Provision based on such declaration
                                            or (c) the “Conversion Rate” (as defined in the Indenture) is adjusted as
                                            a result of such Potential Adjustment Event and subsequently re-adjusted (each of clauses
                                            (a), (b) and (c), a “Potential Adjustment Event Change”) then, in
                                            each case, the Calculation Agent shall have the right to adjust, in good faith and in a commercially
                                            reasonable manner, any variable relevant to the exercise, settlement or payment for the Transaction
                                            as appropriate to reflect the costs (including, but not limited to, hedging mismatches and
                                            market losses) and commercially reasonable expenses incurred by Dealer in connection with
                                            its hedging activities as a result of such Potential Adjustment Event Change.
	 	 	 
	Dilution Adjustment Provisions:	Sections 5.05(A)(i), (A)(ii), (A)(iii), (A)(iv) and
                                            (A)(v) and Section 5.05(G) of the Indenture.
	 	 
	Extraordinary Events applicable to the Transaction:	 
	 	 
	Merger Events:	Applicable;
                                            provided that notwithstanding Section 12.1(b) of the Equity Definitions,
                                            a “Merger Event” means the occurrence of any event or condition set forth in
                                            the definition of “Common Stock Change Event” in Section 5.09 of the Indenture.











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	Tender Offers:	Applicable;
    provided that notwithstanding Section 12.1(d) of the Equity Definitions, a “Tender Offer” means the
    occurrence of any event or condition set forth in Section 5.05(A)(v) of the Indenture.
	 	 
	Consequences of Merger Events/

    Tender Offers:	Notwithstanding Section 12.2
    and Section 12.3 of the Equity Definitions, upon the occurrence of a Merger Event or a Tender Offer, the Calculation Agent shall
    make a corresponding adjustment in respect of any adjustment under the Indenture to any one or more of the nature of the Shares (in
    the case of a Merger Event), Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise,
    settlement or payment for the Transaction, subject to the second paragraph under “Method of Adjustment”; provided,
    however, that such adjustment shall be made without regard to any adjustment to the Conversion Rate pursuant to any Excluded
    Provision; provided further that if with respect to any Merger Event or any Tender Offer, (A) the consideration for the
    Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is either (1) neither
    a corporation nor an entity that is treated as a corporation for U.S. federal income tax purposes or (2) not organized under
    the laws of the United States, any State thereof or the District of Columbia or (B) the Counterparty to the Transaction following
    such Merger Event or Tender Offer will not be either a corporation or an entity that is treated as a corporation for U.S. federal
    income tax purposes or will not be organized under the laws of the United States, any State thereof or the District of Columbia then,
    in the case of either clause (A) or clause (B), Cancellation and Payment (Calculation Agent Determination) may apply at Dealer’s
    commercially reasonable election; provided further that, for the avoidance of doubt, adjustments shall be made pursuant to
    the provisions set forth above regardless of whether any Merger Event or Tender Offer gives rise to an Early Conversion.
	 	 
	Consequences of Announcement
    Events:	Modified Calculation Agent
    Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement
    Event, (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” and
    references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the
    phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)”
    shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)”,
    and (z) for the avoidance of doubt, the Calculation Agent shall determine whether the relevant Announcement Event has had an
    economic effect on the Transaction (the terms of which include, among other terms, the Strike Price and Cap Price) (and, if so, shall
    adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the
    Expiration Date, any Early Termination Date and/or any other date of cancellation, it being understood that any adjustment in respect
    of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event. An Announcement
    Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity
    Definitions is applicable.






    11


     


    

 


	 	 
	Announcement Event:	(i) The public announcement
    by Issuer, any subsidiary of Issuer, any affiliate of Issuer, any agent of Issuer or any Valid Third Party Entity of (x) any
    transaction or event that is reasonably likely to be completed (as determined by the Calculation Agent taking into account the effect
    of such announcement on the market for the Shares and/or options on the Shares) and, if completed, would constitute a Merger Event
    or Tender Offer, (y) any potential acquisition or disposition by Issuer and/or its subsidiaries where the aggregate consideration
    exceeds 35% of the market capitalization of Issuer as of the date of such announcement (a “Transformative Transaction”)
    or (z) the intention to enter into a Merger Event or Tender Offer or a Transformative Transaction, (ii) the public announcement
    by Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include,
    a Merger Event or Tender Offer or a Transformative Transaction or (iii) any subsequent public announcement by any entity specified
    in clause (i) or (ii) of this sentence, as the case may be, of a change to a transaction or intention that is the subject
    of an announcement of the type described in clause (i) or (ii) of this sentence (including, without limitation, a new announcement,
    whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment
    or discontinuation of, such a transaction or intention), as determined by the Calculation Agent. For the avoidance of doubt, the
    occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement
    Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” (A) “Merger
    Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of
    doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following
    the definition of “Reverse Merger” therein shall be disregarded) and (B) “Tender Offer” shall mean such
    term as defined under Section 12.1(d) of the Equity Definitions.
	 	 
	Valid Third Party Entity:	In respect of any transaction,
    any third party that has a bona fide intent to enter into or consummate such transaction (it being understood and agreed that in
    determining whether such third party has such a bona fide intent, the Calculation Agent may take into consideration of the effect
    of the relevant announcement by such third party on the Shares and/or options relating to the Shares).






    12


     


    

 


	 	 
	Nationalization, Insolvency
    or Delisting:	Cancellation
    and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of
    the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not
    immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq
    Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New
    York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or their respective successors), such exchange
    or quotation system shall thereafter be deemed to be the Exchange.
	 	 
	Additional Disruption
    Events:	 
	 	 
	Change in Law:	Applicable;
    provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the
    interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”,
    (ii) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position”
    and (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof the words
    “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or
    promulgation of new regulations authorized or mandated by existing statute)”. Notwithstanding anything to the contrary in the
    Equity Definitions, a Change in Law described in clause (Y) of Section 12.9(a)(ii) of the Equity Definitions shall
    not constitute a Change in Law and instead shall constitute an Increased Cost of Hedging as described in Section 12.9(a)(vi) of
    the Equity Definitions, and any such determination of a Change in Law shall be consistently applied by the Determining Party across
    transactions similar to the Transaction and for counterparties similar to Counterparty.
	 	 
	Failure to Deliver:	Applicable
	 	 
	Hedging Disruption:	Applicable;
    provided that:
	 	 	 








 


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







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		(ii)	Section 12.9(b)(iii) of
                                            the Equity Definitions is hereby amended by inserting in the third line thereof, after the
                                            words “to terminate the Transaction”, the words “or, if a portion of the
                                            Transaction is affected by such Hedging Disruption (as commercially reasonably determined
                                            by the Hedging Party), such portion of the Transaction affected by such Hedging Disruption”.
	 	 	 
	 	Notwithstanding anything to the contrary herein
                                            or in the Equity Definitions, in no event will a Hedging Disruption occur solely due to the
                                            deterioration of the creditworthiness of the Hedging Party relative to other comparable financial
                                            institutions.
	 	 
	Increased Cost of Hedging:	Applicable solely with
                                            respect to a “Change in Law” described in clause (Y) of Section 12.9(a)(ii) of
                                            the Equity Definitions as set forth in the last sentence opposite the caption “Change
                                            in Law” above (which determination shall be consistently applied by the Determining
                                            Party across transactions similar to the Transaction and for counterparties similar to Counterparty).
	 	 
	Hedging Party:	For all applicable Additional Disruption
                                            Events, Dealer; provided that when making any determination or calculation as “Hedging
                                            Party” (but not, for the avoidance of doubt, the making of any election it is entitled
                                            to make as “Hedging Party”), Dealer shall be bound by the same obligations relating
                                            to required acts of the Calculation Agent as set forth in Section 1.40 of the Equity
                                            Definitions and this Confirmation as if the Hedging Party were the Calculation Agent.
	 	 
	Determining Party:	For all applicable Extraordinary
                                            Events, Dealer; provided that when making any determination or calculation as “Determining
                                            Party,” Dealer shall be bound by the same obligations relating to required acts of
                                            the Calculation Agent as set forth in Section 1.40 of the Equity Definitions and this
                                            Confirmation as if the Determining Party were the Calculation Agent.
	 	 
	Non-Reliance:	Applicable
	 	 
	Agreements and Acknowledgments	Applicable
	Regarding Hedging Activities:	 
	 	
	Additional Acknowledgments:	Applicable
	 	 
	Hedging Adjustments:	For the avoidance of doubt, whenever
                                            the Determining Party or Calculation Agent is called upon or permitted to make an adjustment
                                            pursuant to the terms of this Confirmation or the Equity Definitions to take into account
                                            the effect of an event (other than, for the avoidance of doubt, any adjustment that is required
                                            to be made by reference to the Indenture), the Determining Party or Calculation Agent, as
                                            the case may be, shall make such adjustment by reference to the effect of such event on Dealer
                                            assuming that Dealer maintains a commercially reasonable hedge position.
		 	 
	 	 	 







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	4.            Calculation Agent.	Dealer,
                                            whose judgments, determinations and calculations shall be made in good faith and in a commercially
                                            reasonable manner; provided that, following the occurrence and during the continuance
                                            of an Event of Default of the type described in Section 5(a)(vii) of the Agreement
                                            with respect to which Dealer is the sole Defaulting Party, if the Calculation Agent fails
                                            to timely make any calculation, adjustment or determination required to be made by the Calculation
                                            Agent hereunder and such failure continues for five (5) Exchange Business Days following
                                            notice to the Calculation Agent by Counterparty of such failure, Counterparty shall have
                                            the right to designate a nationally recognized third-party dealer in over-the-counter corporate
                                            equity derivatives to act, during the period commencing on the date such Event of Default
                                            occurred and ending on the Early Termination Date with respect to such Event of Default,
                                            as the Calculation Agent. Following any determination, adjustment or calculation by the Calculation
                                            Agent hereunder, upon a request by Counterparty, the Calculation Agent shall promptly provide
                                            to Counterparty by e-mail to the e-mail address provided by Counterparty in such request
                                            a report (in a commonly used file format for the storage and manipulation of financial data)
                                            displaying in reasonable detail the basis for such determination, adjustment or calculation
                                            (including any assumptions used in making such determination or calculation), it being understood
                                            that the Calculation Agent shall not be obligated to disclose any proprietary models used
                                            by it for such determination or calculation or any information that may be proprietary or
                                            confidential or subject to an obligation not to disclose such information.



 


5.             Account
Details.


 


		(a)	Account for payments to Counterparty:



 


To be provided by Counterparty.


 


Account for delivery of Shares to Counterparty:


 


To be provided by Counterparty.


 


		(b)	Account for payments to Dealer:



 


[_____]


 


Account for delivery of Shares from Dealer:


 


[_____]


 






    15


     


    

 


6.             Offices.


 


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



 


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



 


7.             Notices.


 


		(a)	Address for notices or communications
                                            to Counterparty:



 


Bentley Systems, Incorporated

685 Stockton Drive 


Exton, Pennsylvania

Attention:     David Hollister, Chief Financial Officer

Telephone No.:     610-321-4617

Email.:     david.hollister@bentley.com


 


with a copy to:


 


Attention:     David Shaman,
Chief Legal Officer and Secretary

Telephone No.:     610-321-6317

Email.:     david.shaman@bentley.com


 


		(b)	Address for notices or communications
                                            to Dealer:



 


[______]


 


8.             Representations
and Warranties of Counterparty.


 


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


 


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



 


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



 


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



 






    16


     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


		(j)	On and immediately after each of the Trade
                                            Date and the Premium Payment Date, (A) the value of the total assets of Counterparty
                                            is not less than the total liabilities (including probable contingent liabilities) of Counterparty
                                            as they mature and become absolute, (B) the capital of Counterparty is adequate to conduct
                                            the business of Counterparty and to enter into the Transaction, (C) Counterparty has
                                            the ability to pay its debts and obligations as such debts mature, (D) Counterparty
                                            is not “insolvent” (as such term is defined under Section 101(32) of the
                                            U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”))
                                            and (E) Counterparty would be able to purchase the Number of Shares with respect to
                                            the Transaction in compliance with the laws of the jurisdiction of Counterparty’s incorporation
                                            (including the adequate surplus and capital requirements of Sections 154 and 160 of the General
                                            Corporation Law of the State of Delaware).



 


		(k)	[Counterparty acknowledges that the Transaction
                                            may constitute a purchase of its equity securities. Counterparty further acknowledges that,
                                            pursuant to the provisions of the Coronavirus Aid, Relief and Economic Security Act (the
                                            “CARES Act”), the Counterparty would be required to agree to certain time-bound
                                            restrictions on its ability to purchase its equity securities if it receives loans, loan
                                            guarantees or direct loans (as that term is defined in the CARES Act) under section 4003(b) of
                                            the CARES Act. Counterparty further acknowledges that it may be required to agree to certain
                                            time-bound restrictions on its ability to purchase its equity securities if it receives loans,
                                            loan guarantees or direct loans (as that term is defined in the CARES Act) under programs
                                            or facilities established by the Board of Governors of the Federal Reserve System for the
                                            purpose of providing liquidity to the financial system (together with loans, loan guarantees
                                            or direct loans under section 4003(b) of the CARES Act, “Governmental Financial
                                            Assistance”). Accordingly, Counterparty represents that it has not applied for,
                                            and has no present intention to apply for, Governmental Financial Assistance under any governmental
                                            program or facility that (a) is established under the CARES Act or the Federal Reserve
                                            Act, as amended, and (b) requires, as a condition of such Governmental Financial Assistance,
                                            that the Counterparty agree, attest, certify or warrant that it has not, as of the date specified
                                            in such condition, repurchased, or will not repurchase, any equity security of Counterparty.]13



 






    17


     


    

 


9.             Other
Provisions.


 


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



 


		(b)	Repurchase Notices. Counterparty
                                            shall, on or prior to the date one Scheduled Trading Day immediately following any date on
                                            which Counterparty has effected any repurchase of Shares, promptly give Dealer a written
                                            notice of such repurchase (a “Repurchase Notice”) on such day if following
                                            such repurchase, the number of outstanding Shares as determined on such day is (i) less
                                            than [__]14
                                            million (in the case of the first such notice) or (ii) thereafter more
                                            than [__]15
                                            million less than the number of Shares included in the immediately preceding
                                            Repurchase Notice; provided that, with respect to any repurchase of Shares pursuant
                                            to a plan under Rule 10b5-1 under the Exchange Act, Counterparty may elect to satisfy
                                            such requirement by promptly giving Dealer written notice of the entry into such plan, the
                                            maximum number of Shares that may be repurchased thereunder and the approximate dates or
                                            periods during which such repurchases may occur (with such maximum deemed repurchased on
                                            the date of such notice for purposes of this Section 9(b)). Counterparty agrees to indemnify
                                            and hold harmless Dealer and its affiliates and their respective officers, directors, employees,
                                            affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”)
                                            from and against any and all losses (including losses relating to Dealer’s hedging
                                            activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”,
                                            including without limitation, any forbearance from hedging activities or cessation of hedging
                                            activities and any losses in connection therewith with respect to the Transaction), claims,
                                            damages, judgments, liabilities and reasonable expenses (including reasonable attorney’s
                                            fees), joint or several, which an Indemnified Person may become subject to, in each case,
                                            as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice on
                                            the day and in the manner specified in this paragraph, and to reimburse, within 30 days,
                                            upon written request, each of such Indemnified Persons for any reasonable legal or other
                                            expenses incurred in connection with investigating, preparing for, providing testimony or
                                            other evidence in connection with or defending any of the foregoing. If any suit, action,
                                            proceeding (including any governmental or regulatory investigation), claim or demand shall
                                            be brought or asserted against the Indemnified Person as a result of Counterparty’s
                                            failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such
                                            Indemnified Person shall promptly notify Counterparty in writing, and Counterparty, upon
                                            request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified
                                            Person to represent the Indemnified Person and any others Counterparty may designate in such
                                            proceeding and shall pay the reasonable fees and expenses of such counsel related to such
                                            proceeding. Counterparty shall not be liable for any settlement of any proceeding contemplated
                                            by this paragraph that is effected without its written consent, but if settled with such
                                            consent or if there be a final judgment for the plaintiff, Counterparty agrees to indemnify
                                            any Indemnified Person from and against any loss or liability by reason of such settlement
                                            or judgment. Counterparty shall not, without the prior written consent of the Indemnified
                                            Person, effect any settlement of any pending or threatened proceeding contemplated by this
                                            paragraph that is in respect of which any Indemnified Person is or could have been a party
                                            and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement
                                            includes an unconditional release of such Indemnified Person from all liability on claims
                                            that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified
                                            Person.



 





 






13
To be modified for Dealers as appropriate.


14
Insert the number of Shares outstanding that would cause the current position in the Shares underlying the Transaction of
the Dealer with the highest Applicable Percentage (including the number of Shares underlying any additional transaction if the greenshoe
is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by 0.5%.


15
Insert the number of Shares that, if repurchased, would cause the current position in the Shares underlying the Transaction
of the Dealer with the highest Applicable Percentage (including the number of Shares underlying any additional transaction if the greenshoe
is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by a further 0.5% from
the threshold for the first Repurchase Notice.


 


 






    18


     


    

 





		If the indemnification provided for in this paragraph is unavailable to an
                            Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein,
                            then Counterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute
                            to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities.
                            The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or
                            remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and
                            contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless
                            of the termination of the Transaction.





 


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



 


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



 


		(e)	Transfer or Assignment.



 


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



 


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



 


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



 


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



 


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



 


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



 






    19


     


    

 


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



 


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



 


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



 






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



 


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



 


		(i)	in such notice, Dealer will specify to Counterparty
                                            the related Staggered Settlement Dates (the first of which will be on or prior to such Nominal
                                            Settlement Date and the last of which will be no later than the fortieth (40th)
                                            Exchange Business Day following such Nominal Settlement Date) and the number of Shares that
                                            it will deliver on each Staggered Settlement Date;



 


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



 


 






    21


     


    

 


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



		(g)	Dividends. If at any time
                                            during the period from and including the Effective Date, to but excluding the Expiration
                                            Date, (i) an ex-dividend date for a regular quarterly cash dividend occurs with respect
                                            to the Shares (an “Ex-Dividend Date”), and that dividend is less than
                                            the Regular Dividend on a per Share basis or (ii) if no Ex-Dividend Date for a regular
                                            quarterly cash dividend occurs with respect to the Shares in any quarterly dividend period
                                            of Counterparty, then the Calculation Agent will adjust the Cap Price to preserve the fair
                                            value of the Options after taking into account such dividend or lack thereof. “Regular
                                            Dividend” shall mean USD [0.06]16
                                            per Share per quarter. Upon any adjustment to the Initial Dividend Threshold
                                            (as defined in the Indenture) for the Convertible Notes pursuant to the Indenture, the Calculation
                                            Agent will make a corresponding adjustment to the Regular Dividend for the Transaction.



 


		(h)	Additional Termination Events.



 


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



 


		(A)	Counterparty shall, within five Scheduled
                                            Trading Days of the Conversion Date for such Early Conversion, provide written notice (an
                                            “Early Conversion Notice”) to Dealer specifying the number of Convertible
                                            Notes surrendered for conversion on such Conversion Date (such Convertible Notes, the “Affected
                                            Convertible Notes”), and the giving of such Early Conversion Notice shall constitute
                                            an Additional Termination Event as provided in this clause (i);



 


		(B)	upon receipt of any such Early Conversion
                                            Notice, within a commercially reasonable period of time thereafter, Dealer shall designate
                                            an Exchange Business Day as an Early Termination Date (which Exchange Business Day shall
                                            be on or as promptly as reasonably practicable after the Conversion Date for such Early Conversion)
                                            with respect to the portion of the Transaction corresponding to a number of Options (the
                                            “Affected Number of Options”) equal to the lesser of (x) the number
                                            of Affected Convertible Notes [minus the “Affected Number of Options”
                                            (as defined in the Base Call Option Confirmation), if any, that relate to such Affected Convertible
                                            Notes]17
                                            and (y) the Number of Options as of the Conversion Date for such Early Conversion;



 


		(C)	any payment hereunder with respect
                                            to such termination shall be calculated pursuant to Section 6 of the Agreement as if
                                            (x) an Early Termination Date had been designated in respect of a Transaction having
                                            terms identical to the Transaction and a Number of Options equal to the Affected Number of
                                            Options, (y) Counterparty were the sole Affected Party with respect to such Additional
                                            Termination Event and (z) the terminated portion of the Transaction were the sole Affected
                                            Transaction; provided that the amount payable with respect to such termination shall
                                            not be greater than (1) the Applicable Percentage, multiplied by (2) the
                                            Affected Number of Options, multiplied by (3) (x) the sum of (i) the
                                            amount of cash paid (if any) to the Holder (as such term is defined in the Indenture) of
                                            an Affected Convertible Note upon conversion of such Affected Convertible Note and (ii) the
                                            number of Shares delivered (if any) to the Holder (as such term is defined in the Indenture)
                                            of an Affected Convertible Note upon conversion of such Affected Convertible Note (including
                                            any Shares deliverable as the result an increase to the Conversion Rate (as such term is
                                            defined in the Indenture) pursuant to Section 5.07 of the Indenture (if any)), multiplied
                                            by the fair market value of one Share as determined by the Calculation Agent, minus
                                            (y) USD 1,000;



 





 






16
Include current dividend


17 Include in Additional Call Option Confirmation only.


 









    22


     


    

 


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



 


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



 


		(ii)	Notwithstanding anything to the contrary
                                            in this Confirmation if an event of default with respect to Counterparty occurs under the
                                            terms of the Convertible Notes as set forth in Section 7.01 of the Indenture that results
                                            in the Convertible Notes becoming or being declared due and payable pursuant to the terms
                                            of the Indenture, then such acceleration shall constitute an Additional Termination Event
                                            applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty
                                            shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole
                                            Affected Transaction and (C) Dealer shall be the party entitled to designate an Early
                                            Termination Date pursuant to Section 6(b) of the Agreement.



 


		(iii)	Within five Scheduled Trading Days following
                                            any Repayment Event (as defined below), Counterparty may notify Dealer of such Repayment
                                            Event and the aggregate principal amount of Convertible Notes subject to such Repayment Event
                                            (any such notice, a “Repayment Notice”)[; provided that any “Repayment
                                            Notice” delivered to Dealer pursuant to the Base Call Option Confirmation shall be
                                            deemed to be a Repayment Notice pursuant to this Confirmation and the terms of such Repayment
                                            Notice shall apply, mutatis mutandis, to this Confirmation]18.
                                            Such Repurchase Notice shall contain the representation and warranty that Counterparty is
                                            not, on the date thereof, in possession of any material non-public information with respect
                                            to Counterparty or the Shares. The receipt by Dealer from Counterparty of any Repayment Notice
                                            shall constitute an Additional Termination Event as provided in this Section 9(h)(iii).
                                            Upon receipt of any such Repayment Notice, within a commercially reasonable period of time
                                            thereafter, Dealer shall designate an Exchange Business Day following receipt of such Repayment
                                            Notice as an Early Termination Date (which Exchange Business Day shall be on or as promptly
                                            as reasonably practicable after the settlement date of the relevant Repayment Event) with
                                            respect to the portion of the Transaction corresponding to a number of Options (the “Repayment
                                            Options”) equal to the lesser of (A) [(x)] the aggregate principal amount
                                            of such Convertible Notes specified in such Repayment Notice, divided by USD 1,000,
                                            [minus (y) the number of “Repayment Options” (as defined in the Base
                                            Call Option Confirmation), if any, that relate to such Convertible Notes (and for the purposes
                                            of determining whether any Options under this Confirmation or under the Base Call Option
                                            Confirmation will be among the Repayment Options hereunder or under, and as defined in, the
                                            Base Call Option Confirmation, the Convertible Notes specified in such Repayment Notice shall
                                            be allocated first to the Base Call Option Confirmation until all Options thereunder are
                                            exercised or terminated)]19,
                                            and (B) the Number of Options as of the date Dealer designates such Early Termination
                                            Date and, as of such date, the Number of Options shall be reduced by the number of Repayment
                                            Options. Any payment hereunder with respect to such termination shall be calculated pursuant
                                            to Section 6 of the Agreement as if (1) an Early Termination Date had been designated
                                            in respect of a Transaction having terms identical to the Transaction and a Number of Options
                                            equal to the number of Repayment Options, (2) Counterparty were the sole Affected Party
                                            with respect to such Additional Termination Event and (3) the terminated portion of
                                            the Transaction were the sole Affected Transaction; provided that, in the event of
                                            a Repayment Event pursuant to Section 4.02 of the Indenture or Section 4.03 of
                                            the Indenture, the amount payable with respect to such termination shall not be greater than
                                            (x) the number of Repayment Options multiplied by (y) the product of (A) the
                                            Applicable Percentage and (B) the excess of (I) the amount paid by the Counterparty
                                            per Convertible Note pursuant to the relevant sections of the Indenture over (II) USD
                                            1,000. “Repayment Event” means that (i) any Convertible Notes are
                                            repurchased (whether in connection with or as a result of a fundamental change, howsoever
                                            defined, or for any other reason) by Counterparty or any of its subsidiaries, (ii) any
                                            Convertible Notes are delivered to Counterparty or any of its subsidiaries in exchange for
                                            delivery of any property or assets of such party (howsoever described), (iii) any principal
                                            of any of the Convertible Notes is repaid prior to the final maturity date of the Convertible
                                            Notes (for any reason other than as a result of an acceleration of the Convertible Notes
                                            that results in an Additional Termination Event pursuant to Section 9(h)(ii)), or (iv) any
                                            Convertible Notes are exchanged by or for the benefit of the “Holders” (as defined
                                            in the Indenture) thereof for any other securities of Counterparty or any of its subsidiaries
                                            (or any other property, or any combination thereof) pursuant to any exchange offer or similar
                                            transaction. For the avoidance of doubt, any conversion of Convertible Notes (whether into
                                            cash, Shares, “Reference Property” (as defined in the Indenture) or any combination
                                            thereof) pursuant to the terms of the Indenture shall not constitute a Repayment Event.



 





 






18
Insert for Additional Call Option Confirmation.


19
Insert for Additional Call Option Confirmation.


 









    23


     


    

 


		(i)	Amendments to Equity Definitions.



 


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



 


		(ii)	Section 11.2(e)(vii) of the Equity
                                            Definitions is hereby amended by deleting the words “a diluting or concentrative”
                                            and replacing them with the words “a material” and adding the phrase “or
                                            the Options, as a result of a corporate event involving the Issuer” at the end of the
                                            sentence.



 


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



 


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



 






    24


     


    

 



 


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



 


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



 


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



 


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



 


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

                                                              

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



 






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

                                                             

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

                                                    

	 	Failure to Deliver:	Applicable

                                                                                 

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



 


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



 


		(m)	Registration. Counterparty
                                            hereby agrees that if, in the good faith reasonable judgment of Dealer, based on the advice
                                            of counsel, the Shares (“Hedge Shares”) acquired by Dealer for the purpose
                                            of hedging its obligations pursuant to the Transaction cannot be sold in the public market
                                            by Dealer without registration under the Securities Act, Counterparty shall, at its election,
                                            either (i) in order to allow Dealer to sell the Hedge Shares in a registered offering,
                                            make available to Dealer an effective registration statement under the Securities Act and
                                            enter into an agreement, in form and substance satisfactory to Dealer, substantially in the
                                            form of an underwriting agreement for a registered secondary offering of similar size; provided,
                                            however, that if Dealer, in its sole reasonable discretion, is not satisfied with access
                                            to due diligence materials, the results of its due diligence investigation, or the procedures
                                            and documentation for the registered offering referred to above, then clause (ii) or
                                            clause (iii) of this paragraph shall apply at the election of Counterparty, (ii) in
                                            order to allow Dealer to sell the Hedge Shares in a private placement, Counterparty will
                                            use its best efforts to enter into a private placement agreement substantially similar to
                                            private placement purchase agreements customary for private placements of equity securities
                                            of similar size, in form and substance satisfactory to Dealer (in which case, the Calculation
                                            Agent shall make any adjustments to the terms of the Transaction that are necessary, in its
                                            reasonable judgment, to compensate Dealer for any discount from the public market price of
                                            the Shares incurred on the sale of Hedge Shares in a private placement of similar size),
                                            or (iii) purchase the Hedge Shares from Dealer at the then-current market price on such
                                            Exchange Business Days, and in the amounts and at such time(s), requested by Dealer.



 






    26


     


    

 


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



 


		(o)	Right to Extend. Dealer
                                            may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement
                                            Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect
                                            to some or all of the Options hereunder, if Dealer reasonably determines, in its discretion,
                                            based on the advice of counsel in the case of clause (ii) below, that such action is
                                            reasonably necessary or appropriate (i) to preserve Dealer’s hedging or hedge
                                            unwind activity hereunder in light of existing liquidity conditions (but only if there is
                                            a material decrease in liquidity relative to Dealer’s expectations on the Trade Date)
                                            or (ii) to enable Dealer to effect purchases of Shares in connection with its hedging,
                                            hedge unwind or settlement activity hereunder in a manner that would, if Dealer were Counterparty
                                            or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory
                                            or self-regulatory requirements, or with related policies and procedures applicable to Dealer;
                                            provided that (x) such policies and procedures have been adopted by Dealer in
                                            good faith and are generally applicable in similar situations and applied in a non-discriminatory
                                            manner and (y) each postponement or addition hereunder as a result of any self-regulatory
                                            requirements, policies or procedures described in clause (ii) above shall be effected
                                            in respect of a whole date only; provided further that no such Valid Day or other
                                            date of valuation, payment or delivery may be postponed or added more than 40 Valid Days
                                            after the original Valid Day or other date of valuation, payment or delivery, as the case
                                            may be.



 


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



 


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



 






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



 


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



 


		(ii)	(A) Counterparty shall give Dealer
                                            commercially reasonable advance (but in any event at least one Exchange Business Day prior
                                            to the relevant Adjustment Notice Deadline) written notice of the section or sections of
                                            the Indenture and, if applicable, the formula therein, pursuant to which any adjustment will
                                            be made to the Convertible Notes in connection with any Potential Adjustment Event (other
                                            than a Potential Adjustment in respect of the Dilution Adjustment Provisions set forth in
                                            Section 5.05(A)(ii) or Section 5.05(A)(iv) of the Indenture) or Merger
                                            Event and (B) promptly following any such adjustment, Counterparty shall give Dealer
                                            written notice of the details of such adjustment. The “Adjustment Notice Deadline”
                                            means (i) for any Potential Adjustment in respect of the Dilution Adjustment Provision
                                            set forth in Section 5.05(A)(i) of the Indenture, the relevant Ex-Dividend Date
                                            (as such term is defined in the Indenture) or Effective Date (as such term is defined in
                                            the Indenture), as the case may be, (ii) for any Potential Adjustment in respect of
                                            the Dilution Adjustment Provision in the first formula set forth in Section 5.05(A)(iii) of
                                            the Indenture, the first Trading Day (as such term is defined in the Indenture) of the period
                                            referred to in the definition of “SP” in such formula, (iii) for any Potential
                                            Adjustment in respect of the Dilution Adjustment Provision in the second formula set forth
                                            in Section 5.05(A)(iii) of the Indenture, the first Trading Day (as such term is
                                            defined in the Indenture) of the Spin-Off Valuation Period (as such term is defined in the
                                            Indenture), (iv) for any Potential Adjustment in respect of the Dilution Adjustment
                                            Provision set forth in Section 5.05(A)(v) of the Indenture, the first Trading Day
                                            (as such term is defined in the Indenture) of the period referred to in the definition of
                                            “SP’” in the formula in such Section, and (v) for any Merger Event,
                                            the effective date of such Merger Event (or, if earlier, the first day of any valuation or
                                            similar period in respect of such Merger Event).



 


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



 


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



 






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



 


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



 


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



 


		(x)	Tax Matters.



 


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



 


		(ii)	HIRE Act. To the extent that either
                                            party to the Agreement with respect to this Transaction is not an adhering party to the ISDA
                                            2015 Section 871(m) Protocol published by the International Swaps and Derivatives
                                            Association, Inc. on November 2, 2015 and available at www.isda.org, as may be
                                            amended, supplemented, replaced or superseded from time to time (the “871(m) Protocol”),
                                            the parties agree that the provisions and amendments contained in the Attachment to the 871(m) Protocol
                                            are incorporated into and apply to the Agreement with respect to this Transaction as if set
                                            forth in full herein. The parties further agree that, solely for purposes of applying such
                                            provisions and amendments to the Agreement with respect to this Transaction, references to
                                            “each Covered Master Agreement” in the 871(m) Protocol will be deemed to
                                            be references to the Agreement with respect to this Transaction, and references to the “Implementation
                                            Date” in the 871(m) Protocol will be deemed to be references to the Trade Date
                                            of this Transaction.



 






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		(iii)	Tax Documentation. For the purpose
                                            of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty
                                            a valid U.S. Internal Revenue Service Form [W-9]20,
                                            or any successor thereto, and Counterparty shall provide to Dealer a valid U.S. Internal
                                            Revenue Service Form W-9, or any successor thereto, or if Counterparty is an entity
                                            disregarded as separate from its owner for U.S. federal income tax purposes, Counterparty
                                            agrees to deliver or cause to be delivered a valid U.S. Internal Revenue Service Form W-9,
                                            or any successor thereto, of such owner. In each case, such tax form shall be completed accurately
                                            and in a manner reasonably acceptable to the other party and shall be delivered (i) on
                                            or before the date of execution of this Confirmation and (ii) promptly upon learning
                                            that any such tax form previously provided by it has become obsolete or incorrect. Additionally,
                                            each party shall, promptly upon request by the other party, provide such other tax forms
                                            and documents reasonably requested by the other party.



 


		(iv)	Payor Tax Representations. For the
                                            purpose of Section 3(e) of the Agreement, each party makes the following representation:
                                            It is not required by any applicable law, as modified by the practice of any relevant governmental
                                            revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for
                                            or on account of any Tax from any payment (other than interest under Section 9(h) of
                                            the Agreement or amounts payable hereunder that are considered to be interest for U.S. federal
                                            income tax purposes) to be made by it to the other party under the Agreement. In making this
                                            representation, it may rely on (i) the accuracy of any representations made by the other
                                            party pursuant to Section 9(x)(v) of this Confirmation, (ii) the satisfaction
                                            of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Agreement
                                            and the accuracy and effectiveness of any document provided by the other party pursuant to
                                            Section 4(a)(i) or 4(a)(iii) of the Agreement, (iii) the satisfaction
                                            of the agreement of the other party contained in Section 9(x)(v)(C) of this Confirmation
                                            and (iv) the documentation provided by the other party pursuant to Section 9(x)(iii) of
                                            this Confirmation, except that it will not be a breach of this representation where reliance
                                            is placed on clause (ii) above and the other party does not deliver a form or document
                                            under Section 4(a)(iii) of the Agreement by reason of material prejudice to its
                                            legal or commercial position.



 


		(v)	Payee Tax Representations.



 


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



 


		(B)	[Dealer is a “U.S. person”
                                            (as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations)
                                            for U.S. federal income tax purposes and an exempt recipient under United States Treasury
                                            Regulation Section 1.6049-4(c)(1)(ii).]21



 


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



 





 



20
To be modified for Dealers as appropriate.


21
To be modified for Dealers as appropriate.



 






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



 


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



 


		(aa)	Risk Disclosure Statement.
                                            Counterparty represents and warrants that it has received, read and understands the OTC Options
                                            Risk Disclosure Statement and a copy of the most recent disclosure pamphlet prepared by The
                                            Options Clearing Corporation entitled “Characteristics and Risks of Standardized Options”.]22



 


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



 


		(cc)	[U.S. Resolution Stay Protocol.
                                            The parties acknowledge and agree that (i) to the extent that prior to the date hereof
                                            both parties have adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”),
                                            the terms of the Protocol are incorporated into and form a part of the Agreement, and for
                                            such purposes the Agreement shall be deemed a Protocol Covered Agreement, Dealer shall be
                                            deemed a Regulated Entity and Counterparty shall be deemed an Adhering Party; (ii) to
                                            the extent that prior to the date hereof the parties have executed a separate agreement the
                                            effect of which is to amend the qualified financial contracts between them to conform with
                                            the requirements of the QFC Stay Rules (the “Bilateral Agreement”),
                                            the terms of the Bilateral Agreement are incorporated into and form a part of the Agreement,
                                            and for such purposes the Agreement shall be deemed a Covered Agreement, Dealer shall be
                                            deemed a Covered Entity and Counterparty shall be deemed a Counterparty Entity; or (iii) if
                                            clause (i) and clause (ii) do not apply, the terms of Section 1 and Section 2
                                            and the related defined terms (together, the “Bilateral Terms”) of the
                                            form of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs
                                            and Corporate Groups)” published by ISDA on November 2, 2018 (currently available
                                            on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org and, a copy of which
                                            is available upon request), the effect of which is to amend the qualified financial contracts
                                            between the parties thereto to conform with the requirements of the QFC Stay Rules, are hereby
                                            incorporated into and form a part of the Agreement, and for such purposes the Agreement shall
                                            be deemed a “Covered Agreement,” Dealer shall be deemed a “Covered Entity”
                                            and Counterparty shall be deemed a “Counterparty Entity.” In the event that,
                                            after the date of the Agreement, both parties hereto become adhering parties to the Protocol,
                                            the terms of the Protocol will replace the terms of this paragraph. In the event of any inconsistencies
                                            between the Agreement and the terms of the Protocol, the Bilateral Agreement or the Bilateral
                                            Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms
                                            will govern. Terms used in this paragraph without definition shall have the meanings assigned
                                            to them under the QFC Stay Rules. For purposes of this paragraph, references to “the
                                            Agreement” include any related credit enhancements entered into between the parties
                                            or provided by one to the other. In addition, the parties agree that the terms of this paragraph
                                            shall be incorporated into any related covered affiliate credit enhancements, with all references
                                            to Dealer replaced by references to the covered affiliate support provider. “QFC
                                            Stay Rules” means the regulations codified at 12 C.F.R. 252.2, 252.81–8,
                                            12 C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which, subject to limited exceptions, require an
                                            express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit
                                            Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall
                                            Street Reform and Consumer Protection Act and the override of default rights related directly
                                            or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions
                                            on the transfer of any covered affiliate credit enhancements.]23



 


		(dd)	[Insert Other Regulatory Boilerplate]
	 	 	 






 



22
Insert if applicable.


23
Update as necessary.



 







 






    31


     


    

 


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


 


Very truly yours,


 


	 	[DEALER] 
	 	 
	 	 
	 	By:	           
	 	Authorized Signatory
	 	Name:	 


 


Accepted and confirmed

as of the Trade Date:


 


	BENTLEY SYSTEMS, INCORPORATED
	 
	 
	By:	                  	 
	Name:	 	 
	Title:	 	 


 


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