Form 8-K

8-K — Cloudflare, Inc.

Accession: 0000950103-26-012340

Filed: 2026-08-13

Period: 2026-08-10

CIK: 0001477333

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — dp251721_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (dp251721_ex0401.htm)

EX-10.1 — EXHIBIT 10.1 (dp251721_ex1001.htm)

EX-10.2 — EXHIBIT 10.2 (dp251721_ex1002.htm)

EX-99.1 — EXHIBIT 99.1 (dp251721_ex9901.htm)

EX-99.2 — EXHIBIT 99.2 (dp251721_ex9902.htm)

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8-K (Primary)

Filename: dp251721_8k.htm · Sequence: 1

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2026-08-10

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

August 10, 2026

Cloudflare, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39039

27-0805829

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

101 Townsend Street

San Francisco, CA

94107

(Address of principal executive offices)

(Zip code)

(888) 993-5273

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.

below):

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to

Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.001 par value

NET

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Convertible Notes and the Indenture

On August 13, 2026, Cloudflare, Inc. (the “Company”)

issued $2.50 billion aggregate principal amount of 0% Convertible Senior Notes due 2031 (the “Notes”) pursuant to an indenture,

dated August 13, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.

The Notes will not bear regular interest and the

principal amount of the Notes will not accrete. The Notes may bear special interest under specified circumstances relating to the Company’s

failure to comply with its reporting obligations under the Indenture or if the Notes are not freely tradable as required by the Indenture.

The Notes will mature on August 15, 2031, unless earlier redeemed, repurchased or converted in accordance with their terms.

The conversion rate for the Notes will initially

be 2.0123 shares of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), per

$1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $496.94 per share of the Class A

Common Stock. The initial conversion price of the Notes represents a premium of approximately 60% to the last reported sale price of $310.59

per share of the Class A Common Stock on The New York Stock Exchange on August 10, 2026. The conversion rate is subject to adjustment

under certain circumstances in accordance with the terms of the Indenture. In addition, following the occurrence of a make-whole fundamental

change (as defined in the Indenture), or if the Company issues a notice of redemption, the Company will, in certain circumstances, increase

the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole

fundamental change or that elects to convert its Notes that are called (or deemed called, as provided in the Indenture) during the related

redemption period (as defined in the Indenture), as the case may be.

The Notes will be convertible at the option of

the holders at any time prior to the close of business on the business day immediately preceding May 15, 2031, only under the following

circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2026 (and only during such

calendar quarter), if the last reported sale price of the Class A Common Stock for at least 20 trading days (whether or not consecutive)

during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter

is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after

any five consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture)

per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported

sale price of the Class A Common Stock and the conversion rate on each such trading day; (3) if the Company calls the Notes for redemption,

at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with

respect to the Notes called (or deemed called) for redemption; and (4) upon the occurrence of specified corporate events. On or after

May 15, 2031, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert

all or any portion of their Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances.

Upon conversion, the Company may satisfy its conversion obligation by paying and/or delivering, as the case may be, cash, shares of the

Class A Common Stock or a combination of cash and shares of Class A Common Stock, at the Company’s election, in the manner and subject

to the terms and conditions provided in the Indenture.

Except in the case of a cleanup redemption

(as defined below), the Company may not redeem the Notes prior to August 20, 2029. The Company may redeem for cash all or any

portion of the Notes (subject to the partial redemption limitation (as defined below)), at its option, on or after August 20, 2029,

if the last reported sale price of the Class A Common Stock has been at least 130% of the conversion price then in effect for at

least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of

such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of

redemption. In addition, subject to certain conditions, the Company may redeem for cash all, but not less than all, of the Notes at

any time if the aggregate principal amount of the Notes that remains outstanding at such time is less than $200.0 million (a

“cleanup redemption”). The redemption price for any optional redemption or cleanup redemption will be equal to 100% of

the principal amount of the Notes to be redeemed, plus any accrued and unpaid special interest to, but excluding, the redemption

date. If the Company elects to redeem fewer than all of the outstanding Notes, at least $100.0 million aggregate principal amount of

Notes must be outstanding and not subject to redemption as of the relevant redemption date (the “partial redemption

limitation”). No sinking fund is provided for the Notes, which means that the Company is not required to redeem or retire the

Notes periodically.

Upon the occurrence of a fundamental change (as

defined in the Indenture) prior to the maturity date, subject to certain conditions and except as described in the Indenture, holders

may require the Company to repurchase all or a portion of the Notes for cash at a price equal to 100% of the principal amount of the Notes

to be repurchased, plus any accrued and unpaid special interest to, but excluding, the fundamental change repurchase date.

The Notes are the Company’s senior

unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly

subordinated in right of payment to the Notes; equal in right of payment to any of the Company’s unsecured indebtedness that

is not so subordinated (including the Company’s $1.125 billion aggregate principal amount of 0% convertible senior notes due

2026 and the Company’s $2.00 billion aggregate principal amount of 0% convertible senior notes due 2030); effectively junior

in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such

indebtedness, including any borrowings under the Credit Agreement (as defined below); and structurally junior to all indebtedness

and other liabilities of current or future subsidiaries of the Company (including trade payables).

The following events are considered “events

of default” with respect to the Notes, which may result in the acceleration of the maturity of the Notes:

(1) the Company defaults in any payment of special

interest, if any, on any Note when due and payable, and the default continues for a period of 30 days;

(2) the Company defaults in the payment of principal

of any Note when due and payable at its stated maturity, upon redemption, upon any required repurchase, upon declaration of acceleration

or otherwise;

(3) failure by the Company to comply with its

obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s conversion right, and such failure

continues for five business days;

(4) failure by the Company to give (i) a fundamental

change notice, in accordance with the provisions of the Indenture when due with respect to the Notes, and such failure continues for five

business days, or (ii) notice of a specified corporate event, in accordance with the provisions of the Indenture when due with respect

to the Notes, and such failure continues for two business days;

(5) failure by the Company to comply with any

of its obligations under the Indenture with respect to consolidation, merger, sale, conveyance, transfer, and lease of assets of the Company;

(6) failure by the Company for 60 days after written

notice from the trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding has been received to

comply with any of its other agreements contained in the Notes or the Indenture;

(7) default by the Company or any significant

subsidiary (as defined in the Indenture) of the Company with respect to any mortgage, agreement, or other instrument under which there

may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $200.0 million (or

its foreign currency equivalent) in the aggregate of the Company and/or such significant subsidiary, whether such indebtedness now exists

or is hereafter created (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity or

(ii) constituting a failure to pay the principal of any such debt when due and payable at its stated maturity, upon required repurchase,

upon declaration of acceleration or otherwise, in each case, after the expiration of any applicable grace period, if such acceleration

shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness

shall not have been paid or discharged, as the case may be, within 30 days after written notice to the Company

by the trustee or to the Company and the trustee by holders of at least 25% in aggregate principal amount of Notes then outstanding in

accordance with the Indenture; and

(8) certain events of bankruptcy, insolvency,

or reorganization of the Company or any significant subsidiary of the Company.

If such an event of default, other than an event

of default described in clause (8) above with respect to the Company, occurs and is continuing, the trustee by notice to the Company,

or the holders of at least 25% in aggregate principal amount of the outstanding Notes by notice to the Company and the trustee, may declare

100% of the principal of and accrued and unpaid special interest, if any, on all the Notes then outstanding to be due and payable. If

an event of default described in clause (8) above with respect to the Company occurs, 100% of the principal of and any accrued and unpaid

special interest on the Notes then outstanding will automatically become due and payable.

The net proceeds from this offering were approximately

$2,462.3 million after deducting the Initial Purchasers’ (as defined below) discounts and commissions and the Company’s estimated

offering expenses related to the offering. The Company used $259.5 million of the net proceeds from the offering to pay the cost of the

Capped Call Transactions (as defined below). The Company intends to use the remainder of the net proceeds from the offering for general

corporate purposes, which may include working capital, capital expenditures, repayment of outstanding indebtedness, and potential acquisitions

and strategic transactions.

A copy of the Indenture and the form of the Note

are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing

description of the Indenture and Notes does not purport to be complete and is qualified in its entirety by reference to the full text

in such exhibits.

Capped Call Transactions

On August 10, 2026, in connection with the pricing

of the offering of the Notes, the Company entered into privately negotiated capped call transactions (the “Base Capped Call Transactions”)

with certain financial institutions (collectively, the “Option Counterparties”). In addition, on August 11, 2026, in connection

with the Initial Purchasers’ exercise of their option to purchase additional Notes, the Company entered into additional capped call

transactions (the “Additional Capped Call Transactions” and, together with the Base Capped Call Transactions, the “Capped

Call Transactions”) with each of the Option Counterparties. The Capped Call Transactions have an initial strike price of $496.9438

per share, subject to adjustments, which corresponds to the initial conversion price of the Notes. The Capped Call Transactions will cover,

subject to customary anti-dilution adjustments, the number of shares of Class A Common Stock that initially underlie the Notes. The Capped

Call Transactions are expected generally to offset potential dilution to the Class A Common Stock upon any conversion of Notes and/or

reduce any cash payments the Company would be required to make in excess of the principal amount of such converted Notes, as the case

may be, with such offset and/or reduction subject to a cap based on the cap price. If, however, the market price per share of Class A

Common Stock, as measured under the terms of the Capped Call Transactions, exceeds the cap price of the Capped Call Transactions, there

would nevertheless be dilution and/or there would not be a reduction of such potential cash payments, in each case, to the extent that

such market price per share of the Class A Common Stock exceeds the cap price of the Capped Call Transactions. The cap price of the Capped

Call Transactions is initially $854.1225 per share, which represents a premium of 175% over the last reported sale price of the Class

A Common Stock of $310.59 per share on The New York Stock Exchange on August 10, 2026, and is subject to certain adjustments under the

terms of the Capped Call Transactions. The cost of the Capped Call Transactions was $259.5 million.

The Capped Call Transactions are separate transactions

entered into by the Company with the Option Counterparties and are not part of the terms of the Notes and will not affect any holder’s

rights under the Notes or the Indenture. Holders of the Notes will not have any rights with respect to the Capped Call Transactions.

A copy of the form of the Capped Call Transaction

confirmation is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description

of the Capped Call Transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the

form of the Capped Call Transaction confirmation in such exhibit.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on

Form 8-K is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this

Current Report on Form 8-K is incorporated herein by reference.

The Company offered and sold the Notes to the

Initial Purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act of

1933, as amended (the “Securities Act”), and for resale by the Initial Purchasers to persons reasonably believed to be qualified

institutional buyers pursuant to the exemption from registration requirements provided by Rule 144A under the Securities Act. The Company

relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement

(as defined below) pursuant to which the Company sold the Notes to the Initial Purchasers. The shares of the Class A Common Stock issuable

upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States

absent registration or an applicable exemption from the registration requirements.

To the extent that any shares of the Class A Common

Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the

Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection

with conversion of the Notes and any resulting issuance of shares of the Class A Common Stock.

Item 8.01. Other Events.

Amendment to Credit Agreement

On August 10, 2026, the Company entered into a

Second Amendment (the “Amendment”) to that certain Revolving Credit and Guaranty Agreement, dated as of May 17, 2024 (as amended

by that certain First Amendment to Revolving Credit and Guaranty Agreement, dated as of June 11, 2025, and as further amended, restated,

amended and restated, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”),

by and among the Company, certain subsidiaries of the Company from time to time party thereto as guarantors, the lenders from time to

time party thereto (the “Lenders”) and Citibank, N.A., as administrative agent and collateral agent. The Amendment amends

the consolidated total net leverage ratio under the Credit Agreement such that the cap on the amount of unrestricted cash, cash equivalents

and available-for-sale securities deducted from consolidated funded indebtedness in the calculation of the ratio for certain purposes

under the Credit Agreement is equal to $2.0 billion.

Certain of the Lenders and/or their affiliates have engaged in, and

may in the future engage in, commercial banking, investment banking and other banking and/or financial services with the Company or its

affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

Additional details of the Credit Agreement were previously disclosed

in the Company’s Current Report on Form

8-K, filed with the Securities and Exchange Commission on May 21, 2024, and are incorporated herein by reference.

The foregoing description of the Amendment and the transactions contemplated

thereby is not complete and is subject to, and qualified in its entirety by reference to, the Amendment, a copy of which is filed with

this Current Report on Form 8-K as Exhibit 10.2 and incorporated herein by reference.

Purchase Agreement

On August 10, 2026, the Company entered into a purchase agreement (the

“Purchase Agreement”) with Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several

initial purchasers named therein (collectively, the “Initial Purchasers”), to issue and sell $2.175 billion in aggregate principal

amount of the Notes. In addition, pursuant to the terms of the Purchase Agreement, the Company granted the Initial Purchasers an option

to purchase, for settlement within a 13-day period beginning on, and including, the first day on which the Notes are issued, up to an

additional $325.0 million aggregate principal amount of the Notes on the same terms and conditions. The Initial Purchasers exercised their

option in full on August 11, 2026.

The Purchase Agreement includes customary representations, warranties,

and covenants by the Company and customary closing conditions. Under the terms of the Purchase Agreement, the Company has agreed to indemnify

the Initial Purchasers against certain liabilities.

Press Releases

On August 10, 2026, the Company issued a press release announcing its

intention to offer convertible senior notes in a private placement to persons reasonably believed to be qualified institutional buyers

pursuant to Rule 144A under the Securities Act. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form

8-K and is incorporated herein by reference.

On August 11, 2026, the Company issued a press release announcing the

pricing of its offering of the Notes in a private placement to persons reasonably believed to be qualified institutional buyers pursuant

to Rule 144A under the Securities Act. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and

is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

4.1

Indenture, dated as of August 13, 2026, between Cloudflare, Inc. and U.S. Bank Trust Company, National Association, as trustee.

4.2

Form of 0% Convertible Senior Notes due 2031 (included in Exhibit 4.1).

10.1

Form of Capped Call Transaction Confirmation.

10.2

Second Amendment to Revolving Credit and Guaranty Agreement, dated as of August 10, 2026, among Cloudflare, Inc., the other loan parties thereto, the lenders party thereto and Citibank, N.A., as administrative agent.

99.1

Press Release issued by Cloudflare, Inc., dated August 10, 2026.

99.2

Press Release issued by Cloudflare, Inc., dated August 11, 2026.

104

Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Cloudflare, Inc.

Date: August 13, 2026

By:

/s/ Alissa Starzak

Alissa Starzak

Chief Legal Officer and Secretary

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: dp251721_ex0401.htm · Sequence: 2

Exhibit 4.1

CLOUDFLARE, INC.

AND

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

INDENTURE

Dated as of August 13, 2026

0% Convertible Senior Notes due 2031

TABLE OF CONTENTS

Page

ARTICLE 1

Definitions

Section 1.01. Definitions

Section 1.02. References to Interest

ARTICLE 2

Issue, Description, Execution, Registration and Exchange of Notes

Section 2.01. Designation and Amount

Section 2.02. Form of Notes

Section 2.03. Date and Denomination of Notes; No Regular Interest; Special Interest and Defaulted Amounts

Section 2.04. Execution, Authentication and Delivery of Notes

Section 2.05. Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary

Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes

Section 2.07. Temporary Notes

Section 2.08. Cancellation of Notes Paid, Converted, Etc

Section 2.09. CUSIP Numbers

Section 2.10. Additional Notes; Repurchases

ARTICLE 3

Satisfaction and Discharge

Section 3.01. Satisfaction and Discharge

ARTICLE 4

Particular Covenants of the Company

Section 4.01. Payment of Principal and Special Interest

Section 4.02. Maintenance of Office or Agency

Section 4.03. Appointments to Fill Vacancies in Trustee’s Office

Section 4.04. Provisions as to Paying Agent

Section 4.05. Existence

Section 4.06. Rule 144A Information Requirement and Annual Reports

Section 4.07. Stay, Extension and Usury Laws

Section 4.08. Compliance Certificate; Statements as to Defaults

Section 4.09. Further Instruments and Acts

ARTICLE 5

Lists of Holders and Reports by the Company and the Trustee

Section 5.01. Lists of Holders

Section 5.02. Preservation and Disclosure of Lists

ARTICLE 6

Defaults and Remedies

Section 6.01. Events of Default

Section 6.02. Acceleration; Rescission and Annulment

Section 6.03. Special Interest

Section 6.04. Payments of Notes on Default; Suit Therefor

Section 6.05. Application of Monies Collected by Trustee

Section 6.06. Proceedings by Holders

Section 6.07. Proceedings by Trustee

Section 6.08. Remedies Cumulative and Continuing

Section 6.09. Direction of Proceedings and Waiver of Defaults by Majority of Holders

Section 6.10. Notice of Defaults

Section 6.11. Undertaking to Pay Costs

ARTICLE 7

Concerning the Trustee

Section 7.01. Duties and Responsibilities of Trustee

Section 7.02. Reliance on Documents, Opinions, Etc

Section 7.03. No Responsibility for Recitals, Etc

Section 7.04. Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes

Section 7.05. Monies and Shares of Common Stock to Be Held in Trust

Section 7.06. Compensation and Expenses of Trustee

Section 7.07. Officer’s Certificate and Opinion of Counsel as Evidence

Section 7.08. Eligibility of Trustee

Section 7.09. Resignation or Removal of Trustee

Section 7.10. Acceptance by Successor Trustee

Section 7.11. Succession by Merger, Etc

Section 7.12. Trustee’s Application for Instructions from the Company

ARTICLE 8

Concerning the Holders

Section 8.01. Action by Holders

Section 8.02. Proof of Execution by Holders

Section 8.03. Who Are Deemed Absolute Owners

Section 8.04. Company-Owned Notes Disregarded

Section 8.05. Revocation of Consents; Future Holders Bound

ARTICLE 9

Holders’ Meetings

Section 9.01. Purpose of Meetings

Section 9.02. Call of Meetings by Trustee

Section 9.03. Call of Meetings by Company or Holders

Section 9.04. Qualifications for Voting

Section 9.05. Regulations

Section 9.06. Voting

Section 9.07. No Delay of Rights by Meeting

ARTICLE 10

Supplemental Indentures

Section 10.01. Supplemental Indentures Without Consent of Holders

Section 10.02. Supplemental Indentures with Consent of Holders

Section 10.03. Effect of Supplemental Indentures

Section 10.04. Notation on Notes

Section 10.05. Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee

ARTICLE 11

Consolidation, Merger, Sale, Conveyance and Lease

Section 11.01. Company May Consolidate, Etc. on Certain Terms

Section 11.02. Successor Corporation to Be Substituted

Section 11.03. Officer’s Certificate and Opinion of Counsel to Be Given to Trustee

ARTICLE 12

Immunity of Incorporators, Stockholders, Officers and Directors

Section 12.01. Indenture and Notes Solely Corporate Obligations

ARTICLE 13

[Intentionally Omitted]

ARTICLE 14

Conversion of Notes

Section 14.01. Conversion Privilege

Section 14.02. Conversion Procedure; Settlement Upon Conversion

Section 14.03. Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole

Fundamental Changes or During a Redemption Period

Section 14.04. Adjustment of Conversion Rate

Section 14.05. Adjustments of Prices

Section 14.06. Shares to Be Fully Paid

Section 14.07. Effect of Recapitalizations, Reclassifications and Changes of the Common Stock

Section 14.08. Certain Covenants

Section 14.09. Responsibility of Trustee

Section 14.10. [Intentionally Omitted].

Section 14.11. Stockholder Rights Plans

iii

Section 14.12. Exchange in Lieu of Conversion

ARTICLE 15

Repurchase of Notes at Option of Holders

Section 15.01. [Intentionally Omitted]

Section 15.02. Repurchase at Option of Holders Upon a Fundamental Change

Section 15.03. Withdrawal of Fundamental Change Repurchase Notice

Section 15.04. Deposit of Fundamental Change Repurchase Price

Section 15.05. Covenant to Comply with Applicable Laws Upon Repurchase of Notes

ARTICLE

16 Redemption

Section 16.01. Optional Redemption; Cleanup Redemption

Section 16.02. Notice of Redemption; Selection of Notes

Section 16.03. Payment of Notes Called for Redemption

Section 16.04. Restrictions on Redemption

ARTICLE 17

Miscellaneous Provisions

Section 17.01. Provisions Binding on Company’s Successors

Section 17.02. Official Acts by Successor Corporation

Section 17.03. Addresses for Notices, Etc

Section 17.04. Governing Law; Jurisdiction

Section 17.05. Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee

Section 17.06. Legal Holidays

Section 17.07. No Security Interest Created

Section 17.08. Benefits of Indenture

Section 17.09. Table of Contents, Headings, Etc

Section 17.10. Authenticating Agent

Section 17.11. Execution in Counterparts

Section 17.12. Severability

Section 17.13. Waiver of Jury Trial

Section 17.14. Force Majeure

Section 17.15. Calculations

Section 17.16. USA PATRIOT Act

Section 17.17. Tax Withholding

EXHIBIT

Exhibit A Form of Note

A-1

INDENTURE dated as of August 13, 2026 between CLOUDFLARE,

INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in ‎Section 1.01) and U.S.

BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully

set forth in ‎Section 1.01).

W I T N E S S E T H:

WHEREAS, for its lawful corporate purposes, the

Company has duly authorized the issuance of its 0% Convertible Senior Notes due 2031 (the “Notes”), initially in an

aggregate principal amount not to exceed $2,500,000,000, and in order to provide the terms and conditions upon which the Notes are to

be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and

WHEREAS, the Form of Note, the certificate of authentication

to be borne by each Note, the Form of Notice of Conversion, the Form of Fundamental Change Repurchase Notice and the Form of Assignment

and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided; and

WHEREAS, all acts and things necessary to make

the Notes, when executed by the Company and authenticated and delivered by the Trustee or a duly authorized authenticating agent, as provided

in this Indenture, the valid, binding and legal obligations of the Company, and this Indenture the valid, binding and legal agreement

of the Company and the Trustee, have been done and performed, and the execution of this Indenture and the issuance hereunder of the Notes

have in all respects been duly authorized.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That in order to declare the terms and conditions

upon which the Notes are, and are to be, authenticated, issued and delivered, and in consideration of the premises and of the purchase

and acceptance of the Notes by the Holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate

benefit of the respective Holders from time to time of the Notes (except as otherwise provided below), as follows:

ARTICLE 1

Definitions

Section 1.01.

Definitions. The terms defined in this ‎Section 1.01 (except as herein otherwise expressly provided

or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective

meanings specified in this ‎Section 1.01. The words “herein,” “hereof,” “hereunder”

and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The

terms defined in this Article include the plural as well as the singular.

“Additional Shares” shall have

the meaning specified in ‎Section 14.03(a).

“Affiliate” of any specified

Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such

specified Person. For the purposes of this definition, “control,” when used with respect to any specified

Person means the power to direct or cause the direction of the management

and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and

the terms “controlling” and “controlled” have meanings correlative to the foregoing. Notwithstanding

anything to the contrary herein, the determination of whether one Person is an “Affiliate” of another Person for purposes

of this Indenture shall be made based on the facts at the time such determination is made or required to be made, as the case may be,

hereunder.

“Affiliated Holders” means,

with respect to any specified natural person, any company, partnership, trust, foundation or other entity or investment vehicle for which

such specified natural person retains sole voting and dispositive power with respect to the Class B Common Stock held by such company,

partnership, trust, foundation or other entity or investment vehicle, and the trustees, legal representatives, beneficiaries and/or beneficial

owners of such company, partnership, trust, foundation or other entity or investment vehicle.

“Applicable Procedures” means,

with respect to a Depositary, as to any matter at any time, the policies and procedures of such Depositary, if any, that are applicable

to such matter at such time.

“Bid Solicitation Agent” means

the Company or the Person appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with ‎Section 14.01(b)(i). The

Company shall initially act as the Bid Solicitation Agent.

“Board of Directors” means the

board of directors of the Company or a committee of such board duly authorized to act for it hereunder.

“Board Resolution” means a copy

of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors,

and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Combination Event”

shall have the meaning specified in Section 11.01.

“Business Day” means 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, except that, solely for purposes of ‎Section 17.06, a day on which the applicable place of payment is

authorized or required by law or executive order to close or be closed will be deemed not to be a Business Day.

“Called Notes” means Notes

called for redemption pursuant to Article 16 or subject to a Deemed Redemption.

“Capital Stock” means, for any

entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however

designated) stock issued by that entity; provided that debt securities that are convertible into or exchangeable for Capital Stock

shall not constitute Capital Stock prior to their conversion or exchange, as the case may be.

“Cash Settlement” shall have

the meaning specified in ‎Section 14.02(a).

“Certain Distributions Notification”

shall have the meaning specified in ‎Section 14.01(b)(ii).

“Certain Distributions Conversion Period

End Date” shall have the meaning specified in ‎Section 14.01(b)(ii).

“Class C Common Stock” means

the non-voting Class C Common Stock of the Company, par value $0.001 per share, to be issued in the Class C Split.

“Class B Common Stock” means

the Class B Common Stock of the Company, par value $0.001 per share, at the date of this Indenture.

“Class C Split” means the occurrence

of the effectiveness of an amendment to the Company’s amended and restated certificate of incorporation, as applicable to the Common

Stock and as described in the Company’s Definitive Proxy Statement on Schedule 14A filed on June 9, 2026, authorizing, inter

alia, the Class C Common Stock and upon effectiveness of which each share of Common Stock issued and outstanding or held as treasury

stock immediately prior to such effectiveness will be reconstituted and become one share of Common Stock and one share of such Class C

Common Stock.

“Clause A Distribution” shall

have the meaning specified in ‎Section 14.04(c).

“Clause B Distribution” shall

have the meaning specified in ‎Section 14.04(c).

“Clause C Distribution” shall

have the meaning specified in ‎Section 14.04(c).

“Cleanup Redemption” shall have

the meaning specified in ‎Section 1.01(b)16.01(b).

“Cleanup Redemption Notice”

shall have the meaning specified in ‎Section 16.02(a).

“close of business” means 5:00

p.m. (New York City time).

“Combination Settlement” shall

have the meaning specified in ‎Section 14.02(a).

“Commission” means the U.S.

Securities and Exchange Commission.

“Common Equity” of any Person

means Capital Stock of such Person that is generally entitled (a) to vote in the election of directors of such Person or (b) if such Person

is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will

control the management or policies of such Person.

“Common Stock” means the Class

A Common Stock of the Company, par value $0.001 per share, at the date of this Indenture, subject to ‎Section 14.07.

“Company” shall have the meaning

specified in the first paragraph of this Indenture, and subject to the provisions of ‎Article 11, shall include its successors

and assigns.

“Company Order” means a written

order of the Company, signed on behalf of the Company by an Officer.

“Conversion Agent” shall have

the meaning specified in ‎Section 4.02.

“Conversion Date” shall have

the meaning specified in ‎Section 14.02(c).

“Conversion Obligation” shall

have the meaning specified in ‎Section 14.01(a).

“Conversion Price” means as

of any time, $1,000, divided by the Conversion Rate as of such time.

“Conversion Rate” shall have

the meaning specified in ‎Section 14.01(a).

“Corporate Event” shall have

the meaning specified in ‎Section 14.01(b)(iii).

“Corporate Trust Office” means

the designated corporate trust office of the Trustee at which at any time this Indenture shall be administered, which office at the date

hereof is located at 633 West Fifth Street, 24th Floor, Los Angeles, CA 90071, Attention: Bradley E. Scarbrough (Cloudflare, Inc.), or

such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the designated corporate

trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice to the

Holders and the Company).

“Custodian” means the Trustee,

as custodian for The Depository Trust Company, with respect to the Global Notes, or any successor entity thereto.

“Daily Conversion Value” means,

for each of the 20 consecutive Trading Days during the Observation Period, 5.0% of the product of (a) the Conversion Rate on such Trading

Day and (b) the Daily VWAP for such Trading Day.

“Daily Measurement Value” means

the Specified Dollar Amount (if any), divided by 20.

“Daily Settlement Amount,” for

each of the 20 consecutive Trading Days during the Observation Period, shall consist of:

(a)

cash in an amount equal to the lesser of (i) the Daily Measurement Value and (ii) the Daily Conversion Value on such Trading Day;

and

(b)

if the Daily Conversion Value on such Trading Day exceeds the Daily Measurement Value, a number of shares of Common Stock equal

to (i) the difference between the Daily Conversion Value and the Daily Measurement Value, divided by (ii) the Daily VWAP for such

Trading Day.

“Daily VWAP” means, for each

of the 20 consecutive Trading Days during the relevant Observation Period, the per share volume-weighted average price as displayed under

the heading “Bloomberg VWAP” on Bloomberg page “NET <equity> AQR” (or its equivalent successor if

such page is not available) in respect of the period from the scheduled

open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average

price is unavailable, the market value of one share of the Common Stock on such Trading Day determined, using a volume-weighted average

method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “Daily

VWAP” shall be determined without regard to after-hours trading or any other trading outside of the regular trading session

trading hours.

“Deemed Redemption” shall have

the meaning specified in Section 14.01(b)(v).

“Default” means any event that

is, or after notice or passage of time, or both, would be, an Event of Default.

“Defaulted Amounts” means any

amounts on any Note (including, without limitation, the Fundamental Change Repurchase Price, the Redemption Price, principal and Special

Interest) that are payable but are not punctually paid or duly provided for.

“Deferred Special Interest”

shall have the meaning specified in ‎Section 4.06(h).

“Deferred Special Interest Demand Request”

shall have the meaning specified in ‎Section 4.06(h).

“delivered” with respect to

any notice to be delivered, given or mailed to a Holder pursuant to this Indenture, shall mean notice (x) given to the Depositary (or

its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with

accepted practices or Applicable Procedures (in the case of a Global Note) or (y) mailed to such Holder by first class mail, postage prepaid,

at its address as it appears on the Note Register, in each case in accordance with ‎Section 17.03. Notice so “delivered”

shall be deemed to include any notice to be “mailed” or “given,” as applicable, under this Indenture.

“Depositary” means, with respect

to each Global Note, the Person specified in ‎Section 2.05(c) as the Depositary with respect to such Notes, until a successor

shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter, “Depositary”

shall mean or include such successor.

“Distributed Property” shall

have the meaning specified in ‎Section 14.04(c).

“Effective Date” shall have

the meaning specified in ‎Section 14.03(c), except that, as used in ‎Section 14.04 and ‎Section 14.05,

“Effective Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the

applicable market, regular way, reflecting the relevant share split or share combination, as applicable.

“Event of Default” shall have

the meaning specified in ‎Section 6.01.

“Ex-Dividend Date” means the

first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the

right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller

of Common Stock on such exchange or market (in the form of due bills

or otherwise) as determined by such exchange or market.

“Exchange Act” means the Securities

Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Election” shall have

the meaning specified in ‎Section 14.12.

“Exempted Fundamental Change”

shall have the meaning specified in ‎Section 15.02(g).

“Expiration Date” shall have

the meaning specified in ‎Section 14.04(e).

“Form of Assignment and Transfer”

means the “Form of Assignment and Transfer” attached as Attachment 3 to the Form of Note attached hereto as Exhibit A.

“Form of Fundamental Change Repurchase

Notice” means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached

hereto as Exhibit A.

“Form of Note” means the “Form

of Note” attached hereto as Exhibit A.

“Form of Notice of Conversion”

means the “Form of Notice of Conversion” attached as Attachment 1 to the Form of Note attached hereto as Exhibit A.

“Freely Tradable” means with

respect to any Note, that such Note would be eligible to be offered, sold, or otherwise transferred pursuant to Rule 144 or otherwise

if held by a Person that is not an Affiliate of the Company, and that has not been an Affiliate of the Company during the immediately

preceding three months, without any requirements as to volume, manner of sale, availability of current public information or notice under

the Securities Act (except that, during the six-month period beginning on, and including, the date that is six months after the last date

of original issuance of such Note, any such requirement as to the availability of current public information will be disregarded if the

same is satisfied at that time); provided that, for purposes of ‎Section 4.06(d), the existence of a customary legend

on any certificate representing the Notes referring to transfer restrictions under the Securities Act shall not cause such Notes not to

be “Freely Tradable.”

“Fundamental Change” shall be

deemed to have occurred at the time after the Notes are originally issued and prior to the Maturity Date if any of the following occurs:

(a)

a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company,

its Wholly Owned Subsidiaries and the employee benefit plans of the Company and its Wholly Owned Subsidiaries, becomes the direct or indirect

“beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Common Stock (or such other Common Equity into

which the Common Stock has been reclassified) representing more than 50% of the voting power of the Common Stock (or such other Common

Equity into which the Common Stock has been reclassified) and files a Schedule TO (or any successor schedule, form or report) or any schedule,

form or

report under the Exchange Act disclosing such fact; provided

that the voting power of the Common Stock (or such other Common Equity into which the Common Stock has been reclassified) directly or

indirectly “beneficially owned,” as defined in Rule 13d-3 under the Exchange Act, by any of the Permitted Holders or any “group”

(within the meaning of Section 13(d) of the Exchange Act) that includes one or more of the Permitted Holders shall exclude (A) any shares

of Common Stock (or such other Common Equity into which the Common Stock has been reclassified) directly or indirectly beneficially owned

by the Permitted Holders on the date hereof and (B) any shares of Common Stock (or such other Common Equity into which the Common Stock

has been reclassified) directly or indirectly beneficially owned by the Permitted Holders as a result of the acquisition by either of

the Permitted Holders of equity grants (or the exercise or conversion thereof) outstanding on the date hereof or subsequently granted,

in each case, made under the Company’s equity incentive plans; provided, further, that no “person” or “group”

shall be deemed to be the “beneficial owner” of any securities tendered pursuant to a tender offer or exchange offer made

by or on behalf of such “person” or “group” until such tendered securities are accepted for purchase or exchange

under such offer;

(b)

the consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from

(i) a subdivision, combination or a change in par value or (ii) the mandatory reclassification or conversion of the Common Stock and the

Class B Common Stock the result of which is a single class of common stock outstanding pursuant to the terms of the Company’s certificate

of incorporation, including any amendment to the Company’s amended and restated certificate of incorporation solely to remove references

to the Common Stock and the Class B Common Stock, and any inoperative provisions related to such multiple class structure in connection

therewith), as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or

assets; (B) any share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted into cash,

securities or other property or assets; or (C) any sale, lease or other transfer in one transaction or a series of transactions of all

or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one or

more of the Company’s Wholly Owned Subsidiaries; provided, however, that a transaction described in clause (A) or

(B) in which the holders of all classes of the Company’s Common Equity immediately prior to such transaction own, directly or indirectly,

more than 50% of all classes of Common Equity of the continuing or surviving corporation or transferee or the parent thereof immediately

after such transaction in substantially the same proportions (relative to each other) as such ownership immediately prior to such transaction

shall not be a Fundamental Change pursuant to this clause ‎(b);

(c)

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

(d)

the Common Stock (or other Common Equity underlying the Notes) ceases to be listed or quoted on any of The New York Stock Exchange,

The Nasdaq Global Select Market or The Nasdaq Global Market (or any of their respective successors);

provided, however, that a transaction or transactions

described in clause ‎(a) or clause ‎(b) above shall not constitute a Fundamental Change, if at least 90% of the consideration

received or to be received by the holders of the Common Stock, excluding cash payments for fractional shares and cash payments made in

respect of dissenters’ appraisal rights, in connection with such transaction or transactions consists of shares of common stock

or other Common Equity that are listed or quoted on any of The New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq

Global Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such

transaction or transactions and as a result of such transaction or transactions such consideration becomes Reference Property for the

Notes, excluding cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights (subject

to the provisions of ‎Section 14.02(a)). Any event, transaction or series of related transactions that constitute

a Fundamental Change under both clause ‎(a) or clause ‎(b) above (determined without regard to the proviso in clause ‎(b)

above) shall be deemed to be a Fundamental Change solely under clause ‎(b) above (subject to the proviso to clause ‎(b)). If

any transaction in which the Common Stock is replaced by the securities of another entity occurs, following completion of any related

Make-Whole Fundamental Change Period (or, in the case of a transaction that would have been a Fundamental Change or a Make-Whole Fundamental

Change but for the proviso immediately following clause ‎(d) of this definition, following the effective date of such transaction)

references to the Company in this definition shall instead be references to such other entity. For the avoidance of doubt,

the Class C Split shall constitute a transaction described in the proviso immediately following clause ‎(d) of this definition and

shall not constitute a Fundamental Change.

“Fundamental Change Company Notice”

shall have the meaning specified in ‎Section 15.02(c).

“Fundamental Change Repurchase Date”

shall have the meaning specified in ‎Section 15.02(a).

“Fundamental Change Repurchase Notice”

shall have the meaning specified in ‎Section 15.02(b)(i).

“Fundamental Change Repurchase Price”

shall have the meaning specified in ‎Section 15.02(a).

“Global Note” shall have the

meaning specified in ‎Section 2.05(b).

“Holder,” as applied to any

Note, or other similar terms (but excluding the term “beneficial holder”), means any Person in whose name at the time a particular

Note is registered on the Note Register.

“Indenture” means this instrument

as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented.

“Last Reported Sale Price” of

the Common Stock (or other security for which a closing sale price must be determined) on any date means the closing sale price per share

(or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the

average bid and the average ask prices) on that date as reported in

composite transactions for the principal U.S. national or regional

securities exchange on which the Common Stock (or such other security) is traded. If the Common Stock (or such other security)

is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale Price”

shall be the last quoted bid price per share for the Common Stock (or such other security) in the over-the-counter market on the relevant

date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock (or such other security) is not so

quoted, the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices per share

for the Common Stock (or such other security) on the relevant date from each of at least three nationally recognized independent investment

banking firms selected by the Company for this purpose. The “Last Reported Sale Price” shall be determined

without regard to after-hours trading or any other trading outside of regular trading session hours.

“Make-Whole Fundamental Change”

means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions

to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

“Make-Whole Fundamental Change Period”

shall have the meaning specified in ‎Section 14.03(a).

“Market Disruption Event” means,

for the purposes of determining amounts due upon conversion (a) a failure by the primary U.S. national or regional securities exchange

or market on which the Common Stock is listed or admitted for trading to open for trading during its regular trading session or (b) the

occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock for more than one half-hour

period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price

exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock or in any options contracts or futures contracts

trading on any U.S. exchange relating to the Common Stock; provided, however, that a restriction on trading imposed solely

by Rule 201 of Regulation SHO promulgated under the Exchange Act shall not constitute a “Market Disruption Event.”

“Maturity Date” means August

15, 2031.

“Measurement Period” shall have

the meaning specified in ‎Section 14.01(b)(i).

“Note” or “Notes”

shall have the meaning specified in the first paragraph of the recitals of this Indenture.

“Note Register” shall have the

meaning specified in ‎Section 2.05(a).

“Note Registrar” shall have

the meaning specified in ‎Section 2.05(a).

“Notice of Conversion” shall

have the meaning specified in ‎Section 14.02(b).

“Notice of Election to Pay Deferred Special

Interest” shall have the meaning specified in ‎Section 4.06(h).

“Observation Period” with respect

to any Note surrendered for conversion means: (i) subject to clause (ii), if the relevant Conversion Date occurs prior to May 15, 2031,

the 20 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion Date;

(ii) if the relevant Conversion Date occurs during a Redemption Period, the 20 consecutive Trading Days beginning on, and including, the

21st Scheduled Trading Day immediately preceding such Redemption Date; and (iii) subject to clause (ii), if the relevant Conversion Date

occurs on or after May 15, 2031, the 20 consecutive Trading Days beginning on, and including, the 21st Scheduled Trading Day immediately

preceding the Maturity Date.

“Offering Memorandum” means

the preliminary offering memorandum dated August 10, 2026, as supplemented by the related pricing term sheet dated August 10, 2026, relating

to the offering and sale of the Notes.

“Officer” means, with respect

to the Company, the President, the Chief Executive Officer, the Chief Financial Officer, the Treasurer, the Secretary, any assistant Treasurer,

any assistant Secretary, any Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers

or word or words added before or after the title “Vice President”).

“Officer’s Certificate,”

when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed on behalf of the Company

by an Officer of the Company that meets the requirements of ‎Section 17.05.

“open of business” means 9:00

a.m. (New York City time).

“Opinion of Counsel” means an

opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, that is delivered to the Trustee. Each

such opinion shall include the statements provided for in ‎Section 17.05 if and to the extent required by the provisions of

such ‎Section 17.05.

“Optional Redemption” shall

have the meaning specified in ‎Section 16.01(a).

“Optional Redemption Notice”

shall have the meaning specified in ‎Section 16.02(a).

“outstanding,” when used with

reference to Notes, shall, subject to the provisions of ‎Section 8.04, mean, as of any particular time, all Notes authenticated

and delivered by the Trustee under this Indenture, except:

(a)

Notes theretofore canceled by the Trustee or accepted by the Trustee for cancellation;

(b)

Notes, or portions thereof, that have become due and payable and in respect of which monies in the necessary amount shall have

been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated

in trust by the Company (if the Company shall act as its own Paying Agent);

(c)

Notes that have been paid pursuant to ‎Section 2.06 or Notes in lieu of which, or in substitution for which, other

Notes shall have been authenticated and delivered pursuant to the terms of ‎Section 2.06 unless proof satisfactory to the Trustee

is presented that any such Notes are held by protected purchasers in due course;

(d)

Notes surrendered for purchase in accordance with ‎Article 15 for which Paying Agent holds money sufficient to pay the

Fundamental Change Repurchase Price, in accordance with ‎Section 15.04(b);

(e)

Notes converted pursuant to ‎Article 14 and required to be cancelled pursuant to ‎Section 2.08;

(f)

Notes redeemed pursuant to ‎Article 16; and

(g)

Notes repurchased by the Company pursuant to the last sentence of ‎Section 2.10 after the Company surrenders them to

the Trustee for cancellation in accordance with ‎Section 2.08.

“Partial Redemption Limitation”

shall have the meaning specified in ‎Section 16.02(d).

“Paying Agent” shall have the

meaning specified in ‎Section 4.02.

“Permitted Holders” means (a)

Matthew Prince, and Michelle Zatlyn, and (b) each of the respective (i) Affiliated Holders or (ii) Permitted Entity (whether now or existing

in the future) as defined in the Company’s amended and restated certificate of incorporation as of the date hereof of the persons

referred to in clause (a) of this definition.

“Person” means an individual,

a corporation, a limited liability company, an association, a partnership, a joint venture, a joint stock company, a trust, an unincorporated

organization or a government or an agency or a political subdivision thereof.

“Physical Notes” means permanent

certificated Notes in registered form issued in denominations of $1,000 principal amount and integral multiples thereof.

“Physical Settlement” shall

have the meaning specified in ‎Section 14.02(a).

“Predecessor Note” of any particular

Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes

of this definition, any Note authenticated and delivered under ‎Section 2.06 in lieu of or in exchange for a mutilated, lost,

destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note that it replaces.

“Qualified Successor Entity”

means, with respect to a Business Combination Event, a corporation; provided that (i) if such Business Combination Event is an

Exempted Fundamental Change, then a limited liability company, limited partnership or other similar entity shall also constitute a Qualified

Successor Entity with respect to such Business Combination Event; and (ii) a limited liability company or limited partnership that is

the resulting, surviving or transferee Person of such Business Combination Event shall also constitute a Qualified Successor Entity

with respect to such Business Combination Event, provided that,

in the case of this clause (ii), all of the following conditions are satisfied: (1) if such limited liability company or limited partnership

is not treated as a corporation or an entity disregarded as separate from a corporation, in each case for U.S. federal income tax purposes,

(x) the Company has received an opinion of a nationally recognized tax counsel to the effect that such Business Combination Event will

not be treated as an exchange under Section 1001 of the U.S. Internal Revenue Code of 1986, as amended, for Holders or beneficial owners

of the Notes and (y) such limited liability company or limited partnership is a direct or indirect, Wholly Owned Subsidiary of an entity

treated as a corporation for U.S. federal income tax purposes duly organized and existing under the laws of the United States of America,

any state thereof or the District of Columbia; (2) such Business Combination Event constitutes a Share Exchange Event whose Reference

Property consists solely of any combination of U.S. dollars and shares of common stock or other corporate common equity interests of an

entity treated as a corporation for U.S. federal income tax purposes described in clause (1)(y) (or of such limited liability company

or limited partnership, if such entity is a corporation for U.S. federal income tax purposes); and (3) if such limited liability company

or limited partnership is disregarded as separate from its owner for U.S. federal income tax purposes, its regarded owner for those purposes

is an entity described in clause (1)(y).

“Record Date” means, with respect

to any dividend, distribution or other transaction or event in which the holders of Common Stock (or other applicable security) have the

right to receive any cash, securities or other property or in which the Common Stock (or such other security) is exchanged for or converted

into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock (or such other

security) entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors, by statute,

by contract or otherwise).

“redemption” means an Optional

Redemption or a Cleanup Redemption.

“Redemption Date” shall have

the meaning specified in ‎Section 16.02(a).

“Redemption Notice” means an

Optional Redemption Notice or a Cleanup Redemption Notice, as applicable.

“Redemption Notice Date” means

any date on which the Company provides an Optional Redemption Notice or a Cleanup Redemption Notice, in each case, in accordance with

‎Section 16.02.

“Redemption Period” shall have

the meaning specified in ‎Section 14.01(b)(v).

“Redemption Price” means, for

any Notes to be redeemed pursuant to ‎Section 16.01, 100% of the principal amount of such Notes, plus accrued and unpaid Special

Interest, if any, to, but excluding, the Redemption Date (unless the Redemption Date falls after a Special Interest Record Date but on

or prior to the immediately succeeding Special Interest Payment Date, in which case any Special Interest accrued to the Special Interest

Payment Date will be paid by the Company to Holders of record of such Notes as of the close of business on such Special Interest Record

Date, and the Redemption Price will be equal to 100% of the principal amount of such Notes).

“Reference Property” shall have

the meaning specified in ‎Section 14.07(a).

“Resale Restriction Termination Date”

shall have the meaning specified in ‎Section 2.05(c).

“Responsible Officer” means,

when used with respect to the Trustee, any officer within the Corporate Trust Office of the Trustee, including any vice president, assistant

vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions

similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter

relating to this Indenture is referred because of such person's knowledge of and familiarity with the particular subject and, in each

case, who shall have direct responsibility for the administration of this Indenture.

“Restricted Securities” shall

have the meaning specified in ‎Section 2.05(c).

“Restrictive Legend” shall have

the meaning specified in ‎Section 2.05(c).

“Rule 144” means Rule 144 as

promulgated under the Securities Act.

“Rule 144A” means Rule 144A

as promulgated under the Securities Act.

“Scheduled Trading Day” means

a day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange or market on which the Common

Stock is listed or admitted for trading. If the Common Stock is not so listed or admitted for trading, “Scheduled

Trading Day” means a Business Day.

“Securities Act” means the Securities

Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Settlement Amount” has the

meaning specified in ‎Section 14.02(a)(iv).

“Settlement Method” means, with

respect to any conversion of Notes, Physical Settlement, Cash Settlement or Combination Settlement, as elected (or deemed to have been

elected) by the Company.

“Settlement Notice” has the

meaning specified in ‎Section 14.02(a)(iii).

“Share Exchange Event” has the

meaning specified in ‎Section 14.07(a).

“Significant Subsidiary” means

a Subsidiary of the Company that has the meaning set forth in the definition of “significant subsidiary” in Article 1, Rule

1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission (or any successor rule).

“Special Interest” means all

amounts, if any, payable pursuant to ‎Section 4.06(d), ‎Section 4.06(e) and ‎Section 6.03, as applicable.

“Special Interest Payment Date”

means, if and to the extent that Special Interest is payable on the Notes, each February 15 or August 15, beginning on February 15, 2027.

“Special Interest Record Date”

with respect to any Special Interest Payment Date, means the February 1 or August 1 (whether or not such day is a Business Day) immediately

preceding the applicable February 15 or August 15 Special Interest Payment Date, respectively.

“Specified Dollar Amount” means

the maximum cash amount (excluding cash in lieu of any fractional share) per $1,000 principal amount of Notes to be received upon conversion

as specified in the Settlement Notice related to any converted Notes.

“Spin-Off” shall have the meaning

specified in ‎Section 14.04(c).

“Stock Price” shall have the

meaning specified in ‎Section 14.03(c).

“Subsidiary” means, with respect

to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of

shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency)

to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly,

by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person.

“Successor Company” shall have

the meaning specified in ‎Section 11.01(a).

“Trading Day” means a day on

which (i) trading in the Common Stock (or other security for which a closing sale price must be determined) generally occurs on The New

York Stock Exchange or, if the Common Stock (or such other security) is not then listed on The New York Stock Exchange, on the principal

other U.S. national or regional securities exchange on which the Common Stock (or such other security) is then listed or, if the Common

Stock (or such other security) is not then listed on a U.S. national or regional securities exchange, on the principal other market on

which the Common Stock (or such other security) is then traded and (ii) a Last Reported Sale Price for the Common Stock (or closing sale

price for such other security) is available on such securities exchange or market; provided that if the Common Stock (or such other

security) is not so listed or traded, “Trading Day” means a Business Day; and provided, further, that

for purposes of determining amounts due upon conversion only, “Trading Day” means a day on which (x) there is no Market

Disruption Event and (y) trading in the Common Stock generally occurs on The New York Stock Exchange or, if the Common Stock is not then

listed on The New York Stock Exchange, on the principal other U.S. national or regional securities exchange on which the Common Stock

is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market

on which the Common Stock is then listed or admitted for trading, except that if the Common Stock is not so listed or admitted for trading,

“Trading Day” means a Business Day.

“Trading Price” per $1,000 principal

amount of the Notes on any date of determination means the average of the secondary market bid quotations obtained by the Bid Solicitation

Agent for $5,000,000 principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent

nationally recognized securities dealers the Company selects for this purpose; provided that if three such bids cannot reasonably

be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average of the two bids

shall be used, and if only one such bid can reasonably be obtained

by the Bid Solicitation Agent, that one bid shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least

one bid for $5,000,000 principal amount of Notes from a nationally recognized securities dealer on any determination date, then the Trading

Price per $1,000 principal amount of Notes on such determination date shall be deemed to be less than 98% of the product of the Last Reported

Sale Price of the Common Stock and the Conversion Rate.

“Trading Price Condition” shall

have the meaning specified in ‎Section 14.01(b)(i).

“transfer” shall have the meaning

specified in ‎Section 2.05(c).

“Trigger Event” shall have the

meaning specified in ‎Section 14.04(c).

“Trust Indenture Act” means

the Trust Indenture Act of 1939, as amended.

“Trustee” means the Person named

as the “Trustee” in the first paragraph of this Indenture until a successor trustee shall have become such pursuant

to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then

a Trustee hereunder.

“unit of Reference Property”

shall have the meaning specified in ‎Section 14.07(a).

“Valuation Period” shall have

the meaning specified in ‎Section 14.04(c).

“Wholly Owned Subsidiary” means,

with respect to any Person, any Subsidiary of such Person, except that, solely for purposes of this definition, the reference to “more

than 50%” in the definition of “Subsidiary” shall be deemed replaced by a reference to “100%,” the calculation

of which shall exclude nominal amounts of the voting power of shares of Capital Stock or other interests in the relevant Subsidiary not

held by such person to the extent required to satisfy local minority interest requirements outside of the United States.

Section 1.02.

References to Interest. All references to interest or Special Interest on, or in respect of, any Note in this

Indenture shall be deemed to refer solely to Special Interest (including, if applicable, Deferred Special Interest and interest on such

Deferred Special Interest) if, in such context, Special Interest (including any Deferred Special Interest and interest on such Deferred

Special Interest) is, was or would be payable pursuant to any of ‎Section 4.06(d), ‎Section 4.06(e) and ‎Section 6.03

and/or to any such interest payable on any Defaulted Amounts as set forth in ‎Section 2.03(c).

ARTICLE 2

Issue, Description, Execution, Registration and Exchange of Notes

Section 2.01.

Designation and Amount. The Notes shall be designated as the “0% Convertible Senior Notes due 2031.”

The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $2,500,000,000,

subject to ‎Section 2.10 and except for Notes authenticated and delivered upon registration or transfer of, or in exchange

for, or in lieu of other Notes to the extent expressly permitted hereunder.

Section 2.02.

Form of Notes. The Notes and the Trustee’s

certificate of authentication to be borne by such Notes shall be substantially in the respective forms set forth in Exhibit A, the terms

and provisions of which shall constitute, and are hereby expressly incorporated in and made a part of this Indenture. To the

extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions

and to be bound thereby. In the case of any conflict between this Indenture and a Note, the provisions of this Indenture shall

control and govern to the extent of such conflict.

Any Global Note may be endorsed with or have incorporated

in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the

Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and

regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance

or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes

are subject.

Any of the Notes may have such letters, numbers

or other marks of identification and such notations, legends or endorsements as the Officer executing the same may approve (execution

thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required

to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange

or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special

limitations or restrictions to which any particular Notes are subject.

Each Global Note shall represent such principal

amount of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount

of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby

may from time to time be increased or reduced to reflect redemptions, repurchases, cancellations, conversions, transfers or exchanges

permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding

Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions

given by the Holder of such Notes in accordance with this Indenture. Payment of principal (including the Fundamental Change

Repurchase Price or the Redemption Price, if applicable) of, and any accrued and unpaid Special Interest on, a Global Note shall be made

to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment

is provided for herein.

Section 2.03.

Date and Denomination of Notes; No Regular Interest; Special Interest and Defaulted Amounts.

(a)

The Notes shall be issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples

thereof and shall not bear regular interest, and the principal amount of the Notes shall not accrete. Each Note shall be dated

the date of its authentication. Any accrued Special Interest on the Notes shall be computed on the basis of a

360-day year composed of twelve 30-day months and, for partial months,

on the basis of the number of days actually elapsed in a 30-day month.

(b)

The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any

Special Interest Record Date with respect to any Special Interest Payment Date shall be entitled to receive any Special Interest payable

on such Special Interest Payment Date. The principal amount of any Note (x) in the case of any Physical Note, shall be payable

at the office or agency of the Company maintained by the Company for such purposes in the United States, which shall initially be the

Corporate Trust Office and (y) in the case of any Global Note, shall be payable by wire transfer of immediately available funds to the

account of the Depositary or its nominee. The Company shall pay, or cause the Paying Agent to pay, Special Interest, if any,

(i) on any Physical Notes (A) to Holders holding Physical Notes having an aggregate principal amount of $5,000,000 or less, by check mailed

to the Holders of these Notes at their address as it appears in the Note Register and (B) to Holders holding Physical Notes having an

aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by such a Holder to the

Note Registrar not later than the relevant Special Interest Record Date, by wire transfer in immediately available funds to that Holder’s

account within the United States if such Holder has provided the Trustee or Paying Agent (if other than the Trustee) with the requisite

information necessary to make such wire transfer, which application shall remain in effect until the Holder notifies, in writing, the

Note Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary

or its nominee.

(c)

Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date and shall not accrue interest

unless Special Interest was payable with respect to such Defaulted Amounts on the relevant payment date, in which case such Defaulted

Amounts shall accrue interest per annum at the then-applicable Special Interest rate from, and including, such relevant payment date,

and such Defaulted Amounts together with any such Special Interest thereon shall be paid by the Company, at its election in each case,

as provided in clause ‎(i) or ‎(ii) below:

(i)

The Company may elect to make payment of any Defaulted Amounts to the Persons in whose names the Notes (or their respective Predecessor

Notes) are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall be fixed

in the following manner. The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed to

be paid on each Note and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such

notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount

of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory to the

Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit

of the Persons entitled to such Defaulted Amounts as in this clause provided. Thereupon the Company shall fix a special record

date for the payment of such Defaulted Amounts which shall be not more than 15 days and not less than 10 days prior to the date of the

proposed payment, and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Company

shall promptly notify the Trustee in

writing of such special record date and the Trustee,

in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Amounts and the special record

date therefor to be delivered to each Holder at its address as it appears in the Note Register, or by electronic means to the Depositary

in the case of Global Notes, not less than 10 days prior to such special record date. Notice of the proposed payment of such

Defaulted Amounts and the special record date therefor having been so delivered, such Defaulted Amounts shall be paid to the Persons in

whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such special record date and

shall no longer be payable pursuant to the following clause ‎(ii) of this ‎Section 2.03(c). The Trustee

shall have no responsibility whatsoever for the calculation of the Defaulted Amounts.

(ii)

The Company may make payment of any Defaulted Amounts in any other lawful manner not inconsistent with the requirements of any

securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, and upon such written notice

as may be required by such exchange or automated quotation system, if, after notice given by the Company to the Trustee of the proposed

payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Section 2.04.

Execution, Authentication and Delivery of Notes. The Notes shall be signed in the name and on behalf of the Company

by the manual or facsimile or other electronic signature of one of its Officers.

At any time and from time to time after the execution

and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with

a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company Order shall authenticate

and deliver such Notes, without any further action by the Company hereunder; provided that the Trustee shall be entitled to receive

an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such

Notes.

Only such Notes as shall bear thereon a certificate

of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized

signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by ‎Section 17.10), shall be entitled

to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating

agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and

delivered hereunder and that the Holder is entitled to the benefits of this Indenture.

In case any Officer of the Company who shall have

signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee,

or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed

such Notes had not ceased to be such Officer of the Company; and any Note may be signed on behalf of the Company by such persons

as, at the actual date of the execution of such Note, shall be the

Officers of the Company, although at the date of the execution of this Indenture any such person was not such an Officer.

Section 2.05.

Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary.

(a)

The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other

office or agency of the Company designated pursuant to ‎Section 4.02, the “Note Register”) in which, subject

to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. Such

register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The

Trustee is hereby initially appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes

as herein provided. The Company may appoint one or more co-Note Registrars in accordance with ‎Section 4.02.

Upon surrender for registration of transfer of

any Note to the Note Registrar or any co-Note Registrar, and satisfaction of the requirements for such transfer set forth in this ‎Section 2.05,

the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one

or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such legends as may be required

by this Indenture.

Notes may be exchanged for other Notes of any authorized

denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained

by the Company pursuant to ‎Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall

execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive, bearing

registration numbers not contemporaneously outstanding.

All Notes presented or surrendered for registration

of transfer or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Note Registrar or any co-Note

Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company

and the Note Registrar and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing.

No service charge shall be imposed by the Company,

the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but

the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in

connection therewith as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different

from the name of the Holder of the old Notes surrendered for exchange or registration of transfer.

None of the Company, the Trustee, the Note Registrar

or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion

of any Note is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Notes, or a portion of any Note,

surrendered for repurchase (and not withdrawn) in accordance with ‎Article 15 or (iii) any Notes

selected for an Optional Redemption

or a Cleanup Redemption in accordance with ‎Article 16, except the unredeemed portion of

any Note being redeemed in part pursuant to an Optional Redemption.

All Notes issued upon any registration of transfer

or exchange of Notes in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled

to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

(b)

So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the

fourth paragraph from the end of ‎Section 2.05(c) all Notes shall be represented by one or more Notes in global form (each,

a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer

and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note shall be effected through

the Depositary (but not the Trustee or the Custodian) in accordance with this Indenture (including the restrictions on transfer set forth

herein) and the Applicable Procedures.

(c)

Every Note that bears or is required under this ‎Section 2.05(c) to bear the Restrictive Legend (together with any Common

Stock issued upon conversion of the Notes that is required to bear the legend set forth in ‎Section 2.05(d), collectively,

the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this ‎Section 2.05(c)

(including the Restrictive Legend), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of

the Company, and the Holder of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such

restrictions on transfer. As used in this ‎Section 2.05(c) and ‎Section 2.05(d), the term “transfer”

encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Until the date (the “Resale Restriction

Termination Date”) that is the later of (1) the date that is one year after the last date of original issuance of the Notes,

or such shorter period of time as permitted by Rule 144 or any successor provision thereto, and (2) such later date, if any, as may be

required by applicable law, any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof,

other than Common Stock, if any, issued upon conversion thereof, which shall bear the legend set forth in ‎Section 2.05(d),

if applicable) shall bear a legend in substantially the following form (the “Restrictive Legend”) (unless such Notes

have been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that

continues to be effective at the time of such transfer, or sold pursuant to the exemption from registration provided by Rule 144 or any

similar provision then in force under the Securities Act, or unless otherwise agreed by the Company in writing, with notice

thereof to the Trustee):

THIS SECURITY AND THE CLASS A COMMON STOCK, IF

ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY

ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1)

REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING

OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND

(2)

AGREES FOR THE BENEFIT OF CLOUDFLARE, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE

TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE

DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y)

SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:

(A)

TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B)

PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT AND IS EFFECTIVE AT THE TIME OF SUCH TRANSFER,

(C)

TO A PERSON THAT SUCH ACQUIRER REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE

SECURITIES ACT, OR

(D)

PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM

THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE

WITH CLAUSE ‎(2)‎(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS,

CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER FOR THE COMPANY TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING

MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY

EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE

SECURITIES ACT) OF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING

THE IMMEDIATELY PRECEDING THREE MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR HOLD THIS SECURITY OR A BENEFICIAL INTEREST HEREIN.

No transfer of any Note prior to the Resale Restriction

Termination Date will be registered by the Note Registrar unless the applicable box on the Form of Assignment and Transfer has been checked.

Any Note (or security issued in exchange or substitution

therefor) (i) as to which such restrictions on transfer shall have expired in accordance with their terms, (ii) that has been transferred

pursuant to a registration statement that has become effective or been declared effective under the Securities Act and that continues

to be effective at the time of such transfer or (iii) that has been sold pursuant to the exemption from registration provided by Rule

144 or any similar provision then in force under the Securities Act, may, upon surrender of such Note for exchange to the Note Registrar

in accordance with the provisions of this ‎Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate

principal amount, which shall not bear the Restrictive Legend required by this ‎Section 2.05(c) and shall not be assigned (or

deemed assigned) a restricted CUSIP number. The Restrictive Legend set forth above and affixed on any Note will be deemed,

in accordance with the terms of the certificate representing such Note, to be removed therefrom upon the Company’s delivery to the

Trustee of written notice to such effect, without further action by the Company, the Trustee, the Holder(s) thereof or any other Person;

at such time, such Note will be deemed to be assigned an unrestricted CUSIP number as provided in the certificate representing such Note,

it being understood that the Depositary of any Global Note may require a mandatory exchange or other process to cause such Global Note

to be identified by an unrestricted CUSIP number in the facilities of such Depositary. Without limiting the generality of any

other provision of this Indenture, the Trustee will be entitled to receive an instruction letter from the Company before taking any action

with respect to effecting any such mandatory exchange or other process. The Company and the Trustee reserve the right to require

the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order for the Company to determine

that any proposed transfer of any Note is being made in compliance with the Securities Act and applicable state securities laws.

The Company shall be entitled to instruct the Custodian

in writing to so surrender any Global Note as to which any of the conditions set forth in clause (i) through (iii) of the immediately

preceding sentence have been satisfied, and, upon such instruction, the Custodian shall so surrender such Global Note for exchange; and

any new Global Note so exchanged therefor shall not bear the Restrictive Legend specified in this ‎Section 2.05(c) and shall

not be assigned (or deemed assigned) a restricted CUSIP number. The Company shall promptly notify the Trustee in writing upon

the occurrence of the Resale Restriction Termination Date and promptly after a registration statement, if any, with respect to the Notes

or any Common Stock issued upon conversion of the Notes has been declared effective under the Securities Act. Any exchange

pursuant to the foregoing paragraph shall be in accordance with the Applicable Procedures.

Notwithstanding any other provisions of this Indenture

(other than the provisions set forth in this ‎Section 2.05(c)), a Global Note may not be transferred as a whole or in part

except (i) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of

the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary and (ii) for

exchange of a Global Note or a portion thereof for one or more Physical Notes in accordance with the second immediately succeeding paragraph.

The Depositary shall be a clearing agency registered

under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to

each Global Note. Initially, each Global Note shall be issued

to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian

for Cede & Co.

If (i) the Depositary notifies the Company at any

time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not appointed

within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is

not appointed within 90 days or (iii) an Event of Default with respect to the Notes has occurred and is continuing and, subject to the

Applicable Procedures, a beneficial owner of any Note requests that its beneficial interest therein be issued as a Physical Note, the

Company shall execute, and the Trustee, upon receipt of an Officer’s Certificate, an Opinion of Counsel and a Company Order for

the authentication and delivery of Notes, shall authenticate and deliver (x) in the case of clause (iii), a Physical Note to such beneficial

owner in a principal amount equal to the principal amount of such Note corresponding to such beneficial owner’s beneficial interest

and (y) in the case of clause (i) or (ii), Physical Notes to each beneficial owner of the related Global Notes (or a portion thereof)

in an aggregate principal amount equal to the aggregate principal amount of such Global Notes in exchange for such Global Notes, and upon

delivery of the Global Notes to the Trustee such Global Notes shall be canceled.

Physical Notes issued in exchange for all or a

part of the Global Note pursuant to this ‎Section 2.05(c) shall be registered in such names and in such authorized denominations

as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, or, in the case of clause (iii) of

the immediately preceding paragraph, the relevant beneficial owner, shall instruct the Trustee. Upon execution and authentication,

the Trustee shall deliver such Physical Notes to the Persons in whose names such Physical Notes are so registered.

At such time as all interests in a Global Note

have been converted, canceled, repurchased upon a Fundamental Change, redeemed or transferred, such Global Note shall be, upon receipt

thereof, canceled by the Trustee in accordance with standing procedures and existing instructions between the Depositary and the Custodian. At

any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased

upon a Fundamental Change, redeemed or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged

or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures

and instructions existing between the Depositary and the Custodian, be appropriately reduced or increased, as the case may be, and an

endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction

or increase.

None of the Company, the Trustee (including in

its capacity as Paying Agent) or any agent of the Company or the Trustee shall have any responsibility or liability for the payment of

amounts to owners of beneficial interest in a Global Note, for any aspect of the records relating to or payments made on account of beneficial

ownership interests of a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Neither the Company nor the Trustee shall have

any responsibility or liability for any act or omission of the Depositary. All notices and communications to be given to the

Holders and

all payments to be made to Holders in respect of the Notes shall be

given or made only to, or upon the order of, the registered Holder(s) (which shall be the Depositary or its nominee in the case of a Global

Note).

The rights of beneficial owners in any Global Note

shall be exercised only through the Depositary subject to the Applicable Procedures of the Depositary. The Trustee may rely

and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any

beneficial owners.

(d)

Until the Resale Restriction Termination Date, any stock certificate representing Common Stock issued upon conversion of a Note

shall bear a legend in substantially the following form (unless such Common Stock has been transferred pursuant to a registration statement

that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or

pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or such

Common Stock has been issued upon conversion of a Note that has been transferred pursuant to a registration statement that has become

or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or pursuant to the

exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise

agreed by the Company with written notice thereof to the Trustee and any transfer agent for the Common Stock):

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED

EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1)

REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING

OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND

(2)

AGREES FOR THE BENEFIT OF CLOUDFLARE, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE

TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE

DATE OF THE SERIES OF NOTES UPON THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE

144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW,

EXCEPT:

(A)

TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B)

PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT AND IS EFFECTIVE AT THE TIME OF SUCH TRANSFER,

(C)

TO A PERSON THAT SUCH ACQUIRER REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE

SECURITIES ACT, OR

(D)

PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM

THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE

WITH CLAUSE ‎(2)‎(D) ABOVE, THE COMPANY AND THE TRANSFER AGENT FOR THE COMPANY’S CLASS A COMMON STOCK RESERVE THE RIGHT

TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT

THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION

IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Any such Common Stock (i) as to which such restrictions

on transfer shall have expired in accordance with their terms, (ii) that has been transferred pursuant to a registration statement that

has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer or (iii)

that has been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities

Act, may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of

the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of Common

Stock, which shall not bear the restrictive legend required by this ‎Section 2.05(d).

(e)

Any Note that is owned by any Affiliate of the Company (or any Person who was an Affiliate of the Company at any time during the

three months immediately preceding) may not be resold by such Affiliate (or such Person, as the case may be) unless registered under the

Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results

in such Note no longer being a “restricted security” (as defined under Rule 144).

(f)

Notwithstanding anything contained herein to the contrary, neither the Trustee nor the Note Registrar shall be responsible for

ascertaining whether any transfer complies with the registration provisions of, or exemptions from, the Securities Act, applicable state

securities laws or other applicable law.

(g)

Neither the Trustee nor any agent shall have any responsibility or liability for any actions taken or not taken by the Depositary,

and may assume performance absent written notice to the contrary.

Section 2.06.

Mutilated, Destroyed, Lost or Stolen Notes. In case any Note shall become mutilated or be destroyed, lost or

stolen, the Company in its discretion may execute, and upon receipt of a Company Order, the Trustee or an authenticating agent appointed

by the Trustee shall authenticate and deliver, a new Note, bearing a registration number not contemporaneously outstanding, in exchange

and substitution for the mutilated Note, or in lieu of and in substitution for the Note so destroyed, lost or stolen. In every

case the applicant for a substituted Note shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent

such security or indemnity as may be required by them to save each of them harmless from any loss, liability, cost or expense caused by

or connected with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company,

to the Trustee and, if applicable, to such authenticating agent evidence to their satisfaction of the destruction, loss or theft of such

Note and of the ownership thereof.

The Trustee or such authenticating agent may authenticate

any such substituted Note and deliver the same upon the receipt of such security or indemnity as the Trustee, the Company and, if applicable,

such authenticating agent may require. No service charge shall be imposed by the Company, the Trustee, the Note Registrar,

any co-Note Registrar or the Paying Agent upon the issuance of any substitute Note, but the Company may require a Holder to pay a sum

sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the name of

the Holder of the new substitute Note being different from the name of the Holder of the old Note that became mutilated or was destroyed,

lost or stolen. In case any Note that has matured or is about to mature or has been surrendered for required repurchase or

is about to be converted in accordance with ‎Article 14 shall become mutilated or be destroyed, lost or stolen, the Company

may, in its sole discretion, instead of issuing a substitute Note, pay or authorize the payment of or convert or authorize the conversion

of the same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment

or conversion shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity

as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution,

and, in every case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any Paying Agent

or Conversion Agent evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.

Every substitute Note issued pursuant to the provisions

of this ‎Section 2.06 by virtue of the fact that any Note is destroyed, lost or stolen shall constitute an additional contractual

obligation of the Company, whether or not the destroyed, lost or stolen Note shall be found at any time, and shall be entitled to all

the benefits of (but shall be subject to all the limitations set forth in) this Indenture equally and proportionately with any and all

other Notes duly issued hereunder. To the extent permitted by law, all Notes shall be held and owned upon the express condition

that the foregoing provisions are exclusive with respect to the replacement, payment, redemption, conversion or repurchase of mutilated,

destroyed, lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or

hereafter enacted to the contrary with respect to the replacement,

payment, redemption, conversion or repurchase of negotiable instruments or other securities without their surrender.

Section 2.07.

Temporary Notes. Pending the preparation of Physical Notes, the Company may execute and the Trustee or an authenticating

agent appointed by the Trustee shall, upon receipt of a Company Order, authenticate and deliver temporary Notes (printed or lithographed). Temporary

Notes shall be issuable in any authorized denomination, and substantially in the form of the Physical Notes but with such omissions, insertions

and variations as may be appropriate for temporary Notes, all as may be determined by the Company. Every such temporary Note

shall be executed by the Company and authenticated by the Trustee or such authenticating agent upon the same conditions and in substantially

the same manner, and with the same effect, as the Physical Notes. Without unreasonable delay, the Company shall execute and

deliver to the Trustee or such authenticating agent Physical Notes (other than any Global Note) and thereupon any or all temporary Notes

(other than any Global Note) may be surrendered in exchange therefor, at each office or agency maintained by the Company pursuant to ‎Section 4.02

and the Trustee or such authenticating agent shall authenticate and deliver in exchange for such temporary Notes an equal aggregate principal

amount of Physical Notes. Such exchange shall be made by the Company at its own expense and without any charge therefor. Until

so exchanged, the temporary Notes shall in all respects be entitled to the same benefits and subject to the same limitations under this

Indenture as Physical Notes authenticated and delivered hereunder.

Section 2.08.

Cancellation of Notes Paid, Converted, Etc. The Company shall cause all Notes surrendered for the purpose of

payment at maturity, repurchase upon a Fundamental Change, redemption, registration of transfer or exchange or conversion, if surrendered

to any Person that the Company controls, to be surrendered to the Trustee for cancellation and they will no longer be considered outstanding

under this Indenture upon their payment at maturity, repurchase upon a Fundamental Change, redemption, registration of transfer or exchange

or conversion. All Notes delivered to the Trustee shall be canceled promptly by it. Except for any Notes surrendered

for registration of transfer or exchange, or as otherwise expressly permitted by any of the provisions of this Indenture, no Notes shall

be authenticated in exchange for any Notes surrendered to the Trustee for cancellation. The Trustee shall dispose of canceled

Notes in accordance with its customary procedures. After such cancellation, the Trustee shall deliver a certificate of such

cancellation to the Company, at the Company’s written request in a Company Order.

Section 2.09.

CUSIP Numbers. The Company in issuing the Notes may use CUSIP numbers (if then generally in use), and, if so,

the Trustee shall use CUSIP numbers in all notices issued to Holders as a convenience to such Holders; provided that any such notice

may state that no representation is made as to the correctness of such numbers either as printed on the Notes or on such notice and that

reliance may be placed only on the other identification numbers printed on the Notes. The Company shall promptly notify the

Trustee in writing of any change in the CUSIP numbers.

Section 2.10.

Additional Notes; Repurchases. The Company may, without the consent of, or notice to, the Holders and notwithstanding

‎Section 2.01, issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences

in the issue

date, the issue price and Special Interest, if any, accrued prior to

the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes, including the

date by which any Restrictive Legend must be removed) in an unlimited aggregate principal amount; provided that if any such additional

Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional

Notes shall have a separate CUSIP number or no CUSIP number. Prior to the issuance of any such additional Notes, the Company

shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate

and Opinion of Counsel to cover such matters, in addition to those required by ‎Section 17.05, as the Trustee shall reasonably

request. In addition, the Company may, to the extent permitted by law and without the consent of Holders, and directly or indirectly

(regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company

or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including

by cash-settled swaps or other derivatives. The Company may, at its option and to the extent permitted by applicable law, reissue,

resell or surrender to the Trustee for cancellation in accordance with ‎Section 2.08 any Notes that the Company may repurchase,

in the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined under Rule

144) upon such reissuance or resale; provided that if any such reissued or resold Notes are not fungible for U.S. federal income

tax or securities law purposes with the Notes that are not repurchased, such reissued or resold Notes shall have a separate CUSIP number

or no CUSIP number. Any Notes that the Company may repurchase shall be considered outstanding for all purposes under this Indenture

(other than at any time when such Notes are held by the Company, any of the Company’s Subsidiaries or Affiliates or any Subsidiary

of any of the Company’s Affiliates for the purposes of determining whether Holders of the requisite aggregate principal amount of

Notes have concurred in any direction, consent, waiver or other action under this Indenture) unless and until such time the Company surrenders

them to the Trustee for cancellation in accordance with ‎Section 2.08 and, upon receipt of a written order from the Company,

the Trustee shall cancel all Notes so surrendered.

ARTICLE 3

Satisfaction and Discharge

Section 3.01.

Satisfaction and Discharge. This Indenture and the Notes shall upon request of the Company contained in an Officer’s

Certificate cease to be of further effect, and the Trustee, at the expense of the Company, shall execute such instruments reasonably requested

by the Company acknowledging satisfaction and discharge of this Indenture and the Notes, when (a)(i) all Notes theretofore authenticated

and delivered (other than Notes which have been destroyed, lost or stolen and which have been replaced, paid or converted as provided

in ‎Section 2.06) have been delivered to the Trustee for cancellation; or (ii) after the Notes have (x) become due and payable,

whether on the Maturity Date, on any Fundamental Change Repurchase Date, any Redemption Date or otherwise and/or (y) been converted (and

the related consideration due upon conversion has been determined), the Company has deposited with the Trustee cash and/or has delivered

to Holders shares of Common Stock, as applicable, (in the case of Common Stock, solely to satisfy the Company’s Conversion Obligation)

sufficient to pay all of the outstanding Notes and all other sums due and payable under this Indenture by the Company; and (b) the Company

has delivered to the Trustee an Officer’s Certificate and an

Opinion of Counsel, each stating that all conditions precedent herein

provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction

and discharge of this Indenture, the obligations of the Company to the Trustee under ‎Section 7.06 shall survive.

ARTICLE 4

Particular Covenants of the Company

Section 4.01.

Payment of Principal and Special Interest. The Company covenants and agrees that it will cause to be paid the

principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, the Settlement Amounts owed upon

conversion on, and any accrued and unpaid Special Interest on, each of the Notes at the places, at the respective times and in the manner

provided herein and in the Notes.

Section 4.02.

Maintenance of Office or Agency. The Company will maintain in the United States an office or agency where the

Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase (“Paying Agent”)

or for conversion (“Conversion Agent”) and where notices in respect of the Notes and this Indenture may be made. The

Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If

at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address

thereof, such presentations, surrenders, notices and demands may be made at the Corporate Trust Office.

The Company may also from time to time designate

as co-Note Registrars one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes

and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve

the Company of its obligation to maintain an office or agency in the United States for such purposes. The Company will give

prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office

or agency. The terms “Paying Agent” and “Conversion Agent” include any such additional

or other offices or agencies, as applicable.

The Company hereby initially designates the Trustee

as the Paying Agent, Note Registrar, Custodian and Conversion Agent and the Corporate Trust Office as a place where Notes may be surrendered

for registration of transfer or exchange or for presentation for payment or repurchase (if applicable) or for conversion and where notices

in respect of the Notes and this Indenture may be made, provided that the Corporate Trust Office shall not be a place for service

of legal process on the Company.

Section 4.03.

Appointments to Fill Vacancies in Trustee’s Office. The Company, whenever necessary to avoid or fill a

vacancy in the office of Trustee, will appoint, in the manner provided in ‎Section 7.09, a Trustee, so that there shall at

all times be a Trustee hereunder.

Section 4.04.

Provisions as to Paying Agent. If the Company shall appoint a Paying Agent other than the Trustee, the Company

will cause such Paying Agent to execute and deliver

to the Trustee an instrument in which such agent shall agree with the

Trustee, subject to the provisions of this ‎Section 4.04:

(i)

that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change Repurchase

Price or the Redemption Price, if applicable) of, and any accrued and unpaid Special Interest on, the Notes in trust for the benefit of

the Holders of the Notes;

(ii)

that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Fundamental

Change Repurchase Price or the Redemption Price, if applicable) of, and any accrued and unpaid Special Interest on, the Notes when the

same shall be due and payable; and

(iii)

that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee

all sums so held in trust;

provided, that a Paying Agent appointed as contemplated under

‎Section 15.02(f) shall not be required to deliver any such instrument.

The Company shall, on or before each due date of

the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or any accrued and unpaid

Special Interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change

Repurchase Price or the Redemption Price, if applicable) or accrued and unpaid Special Interest, and (unless such Paying Agent is the

Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided that if such deposit

is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date.

(b)

If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental

Change Repurchase Price or the Redemption Price, if applicable) of, and any accrued and unpaid Special Interest on, the Notes, set aside,

segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental

Change Repurchase Price or the Redemption Price, if applicable) and any accrued and unpaid Special Interest, if any, so becoming due and

will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of

the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or any accrued and unpaid

Special Interest on, the Notes when the same shall become due and payable.

(c)

Anything in this ‎Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining

a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts

held in trust by the Company or any Paying Agent hereunder as required by this ‎Section 4.04, such sums or amounts to be held

by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the

Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts.

Upon the occurrence of any Event of Default specified

in ‎Section 6.01(h) or ‎Section 6.01(i), the Trustee shall automatically become the Paying Agent.

(d)

Subject to applicable law, any money or property deposited with the Trustee, the Conversion Agent or any Paying Agent, or any money

and shares of Common Stock then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase

Price or the Redemption Price, if applicable) of, any accrued and unpaid Special Interest on and the consideration due upon conversion

of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price or the Redemption

Price, if applicable), interest, if any, or consideration due upon conversion has become due and payable shall be paid to the Company

on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such

trust and the Trustee shall have no further liability with respect to such funds or property; and the Holder of such Note shall thereafter,

as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee, the Conversion Agent

or such Paying Agent with respect to such trust money, and all liability of the Company as trustee with respect to such trust money and

shares of Common Stock, shall thereupon cease; provided, however, that the Trustee, Conversion Agent or such Paying Agent,

before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published

in the English language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of

New York, notice that such money and shares of Common Stock remain unclaimed and that, after a date specified therein, which shall not

be less than 30 days from the date of such publication, any unclaimed balance of such money and shares of Common Stock then remaining

will be repaid or delivered to the Company.

Section 4.05.

Existence. Subject to ‎Article 11, the Company shall do or cause to be done all things necessary to

preserve and keep in full force and effect its corporate existence.

Section 4.06.

Rule 144A Information Requirement and Annual Reports.

(a)

At any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall, so long as any of the Notes

or any shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within

the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial

owner or prospective purchaser of such Notes or any shares of Common Stock issuable upon conversion of such Notes, the information required

to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or shares of Common Stock

pursuant to Rule 144A.

(b)

The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of

any documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act

(after giving effect to the maximum grace period provided by Rule 12b-25 (or any successor rule thereto) under the Exchange Act (regardless

of whether the Company files or indicates in the related Form 12b-25 (or any successor form thereto) that it expects to file or will file,

such report before the expiration of such maximum period)). Notwithstanding the foregoing, the Company shall in no event be

required to file with, or otherwise provide or disclose to, the Trustee or any

Holder any information for which the Company is requesting (assuming

such request has not been denied), or has received, confidential treatment from the Commission, or any correspondence with the Commission. Any

such document or report that the Company files with the Commission via the Commission’s EDGAR system (or any successor thereto)

shall be deemed to be filed with the Trustee for purposes of this ‎Section 4.06(b) at the time such documents are filed via

the EDGAR system (or any successor thereto), it being understood that the Trustee shall not be responsible for determining whether such

filings have been made.

(c)

Delivery of the reports, information, and other documents described in subsection ‎(b) above to the Trustee is for informational

purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained

therein or determinable therefrom, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee

is entitled to conclusively rely on an Officer’s Certificate).

(d)

If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original

issuance of the Notes, the Company fails to timely file any document or report (other than reports on Form 8-K) that it is required to

file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to the maximum grace

period provided by Rule 12b-25 (or any successor rule thereto) under the Exchange Act (regardless of whether the Company files or indicates

in the related Form 12b-25 (or any successor form thereto) that it expects to file or will file, such report before the expiration of

such maximum period)), or the Notes are not Freely Tradable, the Company shall pay Special Interest on the Notes. Such Special

Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during

such period for which the Company’s failure to file has occurred and is continuing or the Notes are not Freely Tradable. As

used in this ‎Section 4.06(d), documents or reports that the Company is required to “file” with the Commission

pursuant to Section 13 or 15(d) of the Exchange Act do not include documents or reports that the Company furnishes to the Commission pursuant

to Section 13 or 15(d) of the Exchange Act.

(e)

If, and for so long as, the Restrictive Legend on the Notes specified in ‎Section 2.05(c) has not been, or is not deemed,

removed in accordance with ‎Section 2.05(c), the Notes are assigned a restricted CUSIP or the Notes are not Freely Tradable,

in each case, as of the 380th day after the last date of original issuance of the Notes, or if such 380th day would, if Special Interest

were then payable, be after a Special Interest Record Date and on or before the next Special Interest Payment Date, then as of the fifth

Business Day immediately after such Special Interest Payment Date, the Company shall pay Special Interest on the Notes at a rate equal

to 0.50% per annum of the principal amount of Notes outstanding for each day from, and including such deadline until the Restrictive Legend

on the Notes has been, or is deemed to have been, removed in accordance with ‎Section 2.05(c), the Notes are assigned an unrestricted

CUSIP and the Notes are Freely Tradable. The Restrictive Legend on the Notes shall be deemed removed pursuant to the terms

of this Indenture as provided in ‎Section 2.05(c), and, at such time, the Notes will, pursuant to, and subject to the provisions

of, such Section, be deemed assigned an unrestricted CUSIP number. However, for the avoidance of doubt, Global Notes will continue

to bear Special Interest pursuant to this paragraph until such time as they are identified by an unrestricted CUSIP in the facilities

of the Depositary therefor, as a result of completion of such Depositary’s mandatory exchange process or otherwise.

(f)

Special Interest will be payable in arrears on each Special Interest Payment Date following accrual on the Notes.

(g)

The Special Interest that is payable in accordance with ‎Section 4.06(d) or ‎Section 4.06(e) shall be in

addition to, and not in lieu of, any Special Interest that may be payable as a result of the Company’s election pursuant to ‎Section 6.03;

provided that in no event shall Special Interest (excluding any interest that accrues on any Deferred Special Interest) payable

pursuant to Section 6.03 together with any Special Interest payable pursuant to Section 4.06(d) accrue at a rate in excess of 0.50% per

annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such Special

Interest.

(h)

Notwithstanding anything herein to the contrary, any Special Interest that accrues on the Notes for any period on or after the

380th day after the last date of original issuance of the Notes (or if such 380th day would, if Special Interest were then payable, be

after a Special Interest Record Date and on or before the next Special Interest Payment Date, after the fifth Business Day immediately

after such Special Interest Payment Date, as the case may be) pursuant to ‎Section 4.06(e) will not be payable on any Special

Interest Payment Date occurring on or after such date, unless (x) a Holder or beneficial owner of a Note (and, in the case of a beneficial

owner of a Note, subject to the satisfactory verification of such beneficial owner’s identity and ownership) has delivered to the

Company (with a copy to the Trustee), before the Special Interest Record Date immediately before such Special Interest Payment Date, a

written notice (a “Deferred Special Interest Demand Request”) demanding payment of Special Interest; or (y) the Company,

in its sole and absolute discretion, elects, by sending notice of such election (a “Notice of Election to Pay Deferred Special

Interest”) to Holders (with a copy to the Trustee) before such Special Interest Record Date, to pay such Special Interest on

such Special Interest Payment Date (any such accrued and unpaid Special Interest that, in compliance with this ‎(h)‎Section 4.06(h),

is not paid on such Special Interest Payment Date, “Deferred Special Interest”). Without further action by the Company

or any other Person, interest will automatically accrue on any Deferred Special Interest from, and including, the applicable Special Interest

Payment Date at a rate per annum equal to the rate per annum at which Special Interest accrues to, but excluding, the date on which such

Deferred Special Interest, together with any interest thereon, is paid. Once any accrued and unpaid Special Interest becomes

payable on a Special Interest Payment Date, whether as a result of the delivery of a Deferred Special Interest Demand Request or, if earlier,

the Company’s Notice of Election to Pay Deferred Special Interest, Special Interest will thereafter not be subject to deferral pursuant

to this ‎Section 4.06(h). For the avoidance of doubt, the failure to pay any accrued and unpaid Special Interest on a Special

Interest Payment Date will not constitute a Default or an Event of Default under this Indenture or the Notes if such payment is deferred

in accordance with this ‎Section 4.06(h). Notwithstanding anything to the contrary in this Indenture or the Notes, if (i) any

unpaid Deferred Special Interest exists on any Notes as of the close of business on the Special Interest Record Date immediately preceding

the Maturity Date; (ii) no Holder or beneficial owner of a Note has delivered a Deferred Special Interest Demand Request in the manner

described above before such Special Interest Record Date; and (iii) the Company has not sent a Notice of Election to Pay Deferred Special

Interest in the manner described above before such Special Interest Record Date, then Deferred Special Interest, together with interest

thereon, on each Note then outstanding will cease to accrue, and all Deferred Special Interest, together with interest thereon,

on such Note will be deemed to be extinguished on the following date:

(a) if such Note is to be converted, the Conversion Date for such conversion (it being understood, for the avoidance of doubt, that the

consideration due upon conversion therefor need not include, and the amount referred to in the fifth sentence of ‎Section 14.02(h)

need not include, the payment of any such Deferred Special Interest or any interest thereon); and (b) in all other cases, the later of

(x) the Maturity Date and (y) the first date on which the Company has repaid the principal of, and accrued and unpaid Special Interest

(other than such Deferred Special Interest and any interest thereon) on, such Note in full. The Company shall send notice to

the Holder of each Note (with a copy to the Trustee) of the commencement and termination of any period in which Special Interest pursuant

to Section 4.06(d) or 4.06(e) accrues on such Note; provided that no such notice is required in respect of any Special Interest

that is deferred in accordance with this Section 4.06(h).

(i)

If Special Interest is payable by the Company pursuant to ‎Section 4.06(d) or ‎Section 4.06(e), the Company

shall deliver to the Trustee an Officer’s Certificate to that effect stating (i) the amount of such Special Interest that is payable

and (ii) the date on which such Special Interest is payable; provided that no such certificate or other notice is required in respect

of any Special Interest that is deferred in accordance with ‎Section 4.06(h). Unless and until a Responsible Officer

of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Special

Interest is payable or has been deferred and the Trustee shall not have any duty to verify the Company’s calculation of Special

Interest. If the Company has paid Special Interest directly to the Persons entitled to it, the Company shall deliver to the

Trustee an Officer’s Certificate setting forth the particulars of such payment.

Section 4.07.

Stay, Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it shall

not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury

law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of or interest, if any, on

the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance

of this Indenture; and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such

law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the

Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 4.08.

Compliance Certificate; Statements as to Defaults. The Company shall deliver to the Trustee within 120 days after

the end of each fiscal year of the Company (beginning with the fiscal year ending on December 31, 2026) an Officer’s Certificate

stating whether the signers thereof have knowledge of any Event of Default that occurred during the previous year and, if so, specifying

each such Event of Default and the nature thereof.

In addition, the Company shall deliver to the Trustee

within 30 days after an officer of the Company becomes aware of the occurrence of any Event of Default or Default, an Officer’s

Certificate setting forth the details of such Event of Default or Default, its status and the action that the Company is taking or proposing

to take in respect thereof; provided that the Company is not required to deliver such notice if such Event of Default or Default

has been cured (or deemed cured) or waived.

Section 4.09.

Further Instruments and Acts. Upon request of the Trustee, Paying Agent or Conversion Agent, the Company will

execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively

the purposes of this Indenture.

ARTICLE 5

Lists of Holders and Reports by the Company and the Trustee

Section 5.01.

Lists of Holders. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee,

semi-annually, not more than 15 days after each February 1 and August 1 in each year beginning with February 1, 2027, and at such other

times as the Trustee may request in writing, within 15 days after receipt by the Company of any such request (or such lesser time as the

Trustee may reasonably request in order to enable it to timely provide any notice to be provided by it hereunder), a list in such form

as the Trustee may reasonably require of the names and addresses of the Holders as of a date not more than 15 days (or such other date

as the Trustee may reasonably request in order to so provide any such notices) prior to the time such information is furnished, except

that no such list need be furnished so long as the Trustee is acting as Note Registrar.

Section 5.02.

Preservation and Disclosure of Lists. The Trustee shall preserve, in as current a form as is reasonably practicable,

all information as to the names and addresses of the Holders contained in the most recent list furnished to it as provided in ‎Section 5.01

or maintained by the Trustee in its capacity as Note Registrar, if so acting. The Trustee may destroy any list furnished to

it as provided in ‎Section 5.01 upon receipt of a new list so furnished.

ARTICLE 6

Defaults and Remedies

Section 6.01.

Events of Default. Each of the following events shall be an “Event of Default” with respect

to the Notes:

(a)

default in any payment of Special Interest, if any, on any Note when due and payable, and the default continues for a period of

30 days;

(b)

default in the payment of principal of any Note when due and payable on the Maturity Date, upon redemption, upon any required repurchase,

upon declaration of acceleration or otherwise;

(c)

failure by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise of a

Holder’s conversion right, and such failure continues for five Business Days;

(d)

failure by the Company to issue (i) a Fundamental Change Company Notice in accordance with ‎Section 15.02(c) when due,

and such failure continues for five Business Days, or (ii) notice of a specified corporate event in accordance with ‎Section 14.01(b)(ii)

or 14.01(b)(iii) when due, and such failure continues for two Business Days;

(e)

failure by the Company to comply with its obligations under ‎Article 11;

(f)

failure by the Company for 60 days after written notice from the Trustee or the Holders of at least 25% in principal amount of

the Notes then outstanding has been received by the Company to comply with any of its other agreements contained in the Notes or this

Indenture;

(g)

default by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument

under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of

$200,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Significant Subsidiary, whether such

indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable prior

to its stated maturity or (ii) constituting a failure to pay the principal of any such debt when due and payable at its stated maturity,

upon required repurchase, upon declaration of acceleration or otherwise, in each case, after the expiration of any applicable grace period,

if such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived,

or such indebtedness shall not have been paid or discharged, as the case may be, within 30 days after written notice to the Company by

the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of Notes then outstanding in accordance

with this Indenture;

(h)

the Company or any Significant Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization

or other relief with respect to the Company or any such Significant Subsidiary or its debts under any bankruptcy, insolvency or other

similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official

of the Company or any such Significant Subsidiary or any substantial part of its property, or shall consent to any such relief or to the

appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make

a general assignment for the benefit of creditors, or shall publicly admit in writing that it generally is not paying, or is unable to

pay, its debts as they become due; or

(i)

an involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary seeking liquidation,

reorganization or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency

or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar

official of the Company or such Significant Subsidiary or any substantial part of its property, and such involuntary case or other proceeding

shall remain undismissed and unstayed for a period of 60 consecutive days.

Section 6.02.

Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing

(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or

pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other

than an Event of Default specified in ‎Section 6.01(h) or ‎Section 6.01(i) with respect to the Company), unless

the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate

principal amount of the Notes then outstanding determined in accordance with ‎Section 8.04, by notice in writing to the Company

(and to the Trustee if given

by Holders), may declare 100% of the principal of, and any accrued and unpaid Special Interest on, all the

Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due

and payable, anything contained in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified

in ‎Section 6.01(h) or ‎Section 6.01(i) with respect to the Company occurs and is continuing, 100% of the principal

of, and any accrued and unpaid Special Interest on, all Notes shall become and shall automatically be immediately due and payable.

The immediately preceding paragraph, however, is

subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before

any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall

pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid Special Interest, if any, upon all Notes

and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments

of any accrued and unpaid Special Interest to the extent that payment of such interest is enforceable under applicable law, and on such

principal at the Special Interest rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06, and if

(1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events

of Default under this Indenture, other than the nonpayment of the principal of and any accrued and unpaid Special Interest on Notes that

shall have become due solely by such acceleration, shall have been cured or waived pursuant to ‎Section 6.09, then and in every

such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes

then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the

Notes (except with respect to any continuing defaults relating to nonpayment of principal or Special Interest, if any, or with respect

to the failure to deliver the consideration due upon conversion) and rescind and annul such declaration and its consequences and such

Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this

Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default,

or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission

and annulment shall extend to or shall affect any continuing Default or Event of Default resulting from (i) the nonpayment of the principal

(including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or any accrued and unpaid Special Interest

on, any Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay or deliver, as the case may be, the consideration

due upon conversion of the Notes.

For the avoidance of doubt, and without limiting

the manner in which any Default or Event of Default can be cured, (a) any failure by the Company to provide any notice (other than a notice

referred to in ‎Section 6.01(d)) shall be subject to ‎Section 6.01(f) (including the 60-day cure period contained

therein), and any related Default or Event of Default shall be deemed cured upon the sending of such notice whether or not the events

or circumstances that are the subject of such notice have already occurred at the time such notice

is given, (b) a Default in making any payment on (or delivering any other consideration in respect of) any Note will be cured upon the

delivery, in accordance with the terms of this Indenture, of such payment (or other consideration) together, if applicable, with any Special

Interest thereon, and (C) a Default that is (or, after notice or passage of time or both, would be) an Event of Default relating to the

failure to comply with the Company’s reporting obligations in accordance with ‎Section 4.06(b) will be cured upon the

filing of the relevant report(s) that were required to be filed and gave rise to such Default. In addition, for the avoidance of doubt,

(i) if a Default that is not an Event of Default is cured or waived before such Default would have constituted an Event of Default, then

no Event of Default will result from such Default, and (ii) if an Event of Default is cured or waived before any related notice of acceleration

is delivered, such Event of Default shall be deemed cured and the Notes shall not be subject to acceleration on account of such Event

of Default.

Section 6.03.

Special Interest. Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent the

Company elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with its obligations as set

forth in ‎Section 4.06(b) shall after the occurrence of such an Event of Default consist exclusively of the right to receive

Special Interest on the Notes at a rate equal to: (i) 0.25% per annum of the principal amount of the Notes outstanding for each day during

the period beginning on, and including, the date on which such Event of Default first occurs and ending on the earlier of (x) the date

on which such Event of Default is cured or validly waived in accordance with this ‎Article 6 and (y) the 180th day immediately

following, and including, the date on which such Event of Default first occurs and (ii) if such Event of Default has not been cured or

validly waived prior to the 181st day immediately following, and including, the date on which such Event of Default first occurs, 0.50%

per annum of the principal amount of Notes outstanding for each day during the period beginning on, and including, the 181st day immediately

following, and including, the date on which such Event of Default first occurs and ending on the earlier of (x) the date on which the

Event of Default is cured or validly waived in accordance with this ‎Article 6 and (y) the 360th day immediately following,

and including, the date on which such Event of Default first occurs. Special Interest payable pursuant to this ‎Section 6.03

shall be in addition to, not in lieu of, any Special Interest payable pursuant to ‎Section 4.06(d) or ‎Section 4.06(e),

subject to the second immediately succeeding paragraph. If the Company so elects, such Special Interest shall be payable as

set forth in ‎Section 2.03(b) and shall accrue on all outstanding Notes from, and including, the date on which the Event of

Default relating to the Company’s failure to comply with its obligations as set forth in ‎Section 4.06(b) first occurs

to, and including, the 360th day thereafter (or such earlier date on which such Event of Default is cured or validly waived in accordance

with this ‎Article 6); provided, however, that if the first date on which any Special Interest (including Deferred

Special Interest) begins to accrue on a Note is on or after the fifth Business Day before a Special Interest Record Date and before the

next Special Interest Payment Date, then, notwithstanding anything to the contrary in this Indenture, the amount thereof accruing in respect

of the period from, and including, such first date to, but excluding such Special Interest Payment Date will not be payable on such Special

Interest Payment Date but will instead be deemed to accrue (without duplication) entirely on such Special Interest Payment Date (and,

for the avoidance of doubt, no interest will accrue as a result of the related delay). On the 361st day after such Event of

Default (if the Event of Default relating to the Company’s failure to comply with its obligations as set forth in ‎Section 4.06(b)

is not cured or validly waived in accordance with this ‎Article 6 prior to such 361st day),

such Special Interest shall cease to accrue and the Notes shall be immediately subject to acceleration as provided in ‎Section 6.02. The

provisions of this paragraph will not affect the rights of Holders of Notes in the event of the occurrence of any Event of Default other

than the Company’s failure to comply with its obligations as set forth in ‎Section 4.06(b). In the event the

Company does not elect to pay

Special Interest following an Event of Default in accordance with this ‎Section 6.03 or the Company

has elected to make such payment but does not pay the Special Interest when due, the Notes shall be immediately subject to acceleration

as provided in ‎Section 6.02.

In order to elect to pay Special Interest as the

sole remedy during the first 360 days after the occurrence of any Event of Default described in the immediately preceding paragraph, the

Company must notify all Holders of the Notes, the Trustee and the Paying Agent in an Officer’s Certificate (consistent with ‎Section 4.06(i))

of such election on or before the open of business on the Business Day immediately succeeding the date on which such Event of Default

first occurs. Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided

in ‎Section 6.02.

In no event shall Special Interest that may accrue

at the Company’s election as the remedy for an Event of Default relating to the Company’s failure to comply with its reporting

obligations as set forth in ‎Section 4.06(b), together with any Special Interest that may accrue as a result of the Company’s

failure to timely file any document or report (other than reports on Form 8-K) that it is required to file with the Commission pursuant

to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to the maximum grace period provided by Rule 12b-25 (or

any successor rule thereto) under the Exchange Act (regardless of whether the Company files, or indicates in the related Form 12b-25 (or

any successor form thereto) that it expects to file or will file, such report before the expiration of such maximum period), pursuant

to ‎Section 4.06(d), accrue at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless of the number of

events or circumstances giving rise to the requirement to pay such Special Interest. The Trustee shall have no duty to calculate

or verify the calculation of Special Interest.

Section 6.04.

Payments of Notes on Default; Suit Therefor. If an Event of Default described in clause ‎(a) or ‎(b)

of ‎Section 6.01 shall have occurred and be continuing, the Company shall, upon demand of the Trustee, pay to the Trustee,

for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, if any, with

no interest accruing on any overdue principal and interest, if any, unless Special Interest was payable on the required payment date,

in which case such payment will accrue interest, at the then applicable Special Interest rate from such required payment date and, in

addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee under ‎Section 7.06. If

the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust,

may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final

decree and may enforce the same against the Company or any other obligor upon the Notes and collect the moneys adjudged or decreed to

be payable in the manner provided by law out of the property of the Company or any other obligor upon the Notes, wherever situated.

In the event there shall be pending proceedings

for the bankruptcy or for the reorganization of the Company or any other obligor on the Notes under Title 11 of the United States Code,

or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar

official shall have been appointed for or taken possession of the Company, the property of the Company, or in the event of any other judicial

proceedings relative to the Company, or to the creditors or property of the Company, the

Trustee, irrespective of whether the principal

of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee

shall have made any demand pursuant to the provisions of this ‎Section 6.04, shall be entitled and empowered, by intervention

in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and any accrued and unpaid Special

Interest in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents

and to take such other actions as it may deem necessary or advisable in order to have the claims of the Trustee (including any claim for

the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in

such judicial proceedings relative to the Company, its creditors, or its property, and to collect and receive any monies or other property

payable or deliverable on any such claims, and to distribute the same after the deduction of any amounts due to the Trustee under ‎Section 7.06;

and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar official is hereby authorized

by each of the Holders to make such payments to the Trustee, as administrative expenses, and, in the event that the Trustee shall consent

to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for reasonable compensation, expenses,

advances and disbursements, including agents and counsel fees, and including any other amounts due to the Trustee under ‎Section 7.06,

incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses, advances

and disbursements out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a

lien on, and shall be paid out of, any and all distributions, dividends, monies, securities and other property that the Holders of the

Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise.

Nothing herein contained shall be deemed to authorize

the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment

or composition affecting such Holder or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim

of any Holder in any such proceeding.

All rights of action and of asserting claims under

this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production

thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought

in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable

compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of

the Notes.

In any proceedings brought by the Trustee

(and in any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the

Trustee shall be held to represent all the Holders of the Notes, and it shall

not be necessary to make any Holders of the Notes parties to any such proceedings.

In case the Trustee shall have proceeded to enforce

any right under this Indenture and such proceedings shall have been discontinued or abandoned because of any waiver pursuant to ‎Section 6.09

or any rescission and annulment pursuant to ‎Section 6.02 or for any other reason or shall have been determined adversely to

the Trustee, then and in every such case the Company,

the Holders and the Trustee shall, subject to any determination in such proceeding,

be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Holders

and the Trustee shall continue as though no such proceeding had been instituted.

Section 6.05.

Application of Monies Collected by Trustee. Any monies or property collected by the Trustee pursuant to this

‎Article 6 with respect to the Notes shall be applied in the following order, at the date or dates fixed by the Trustee for

the distribution of such monies or property, upon presentation of the several Notes, and stamping thereon the payment, if only partially

paid, and upon surrender thereof, if fully paid:

First, to the payment of all amounts due

the Trustee (in each of its capacities under this Indenture), including its agent and counsel, under ‎Section 7.06;

Second, in case the principal of the outstanding

Notes shall not have become due and be unpaid, to the payment of any interest on, and any cash due upon conversion of, the Notes in default

in the order of the date due of the payments of such interest, if any, and cash due upon conversion, as the case may be, with interest

(to the extent that any interest is payable on such Notes has been collected by the Trustee) payable upon such overdue amounts at the

rate of Special Interest then payable on such Notes, if any, such payments to be made ratably to the Persons entitled thereto;

Third, in case the principal of the outstanding

Notes shall have become due, by declaration or otherwise, and be unpaid, to the payment of the whole amount (including, if applicable,

the payment of the Fundamental Change Repurchase Price, the Redemption Price and any cash due upon conversion) then owing and unpaid upon

the Notes for principal and interest, if any, with interest (to the extent any Special Interest is then payable on the Notes) on the overdue

principal and, to the extent that any interest is payable on such Notes and has been collected by the Trustee, upon overdue installments

of interest at the rate of Special Interest then payable on such Notes, if any, at such time, and in case such monies shall be insufficient

to pay in full the whole amounts so due and unpaid upon the Notes, then to the payment of such principal (including, if applicable, the

Fundamental Change Repurchase Price, the Redemption Price and any cash due upon conversion) and interest, if any, without preference or

priority of principal over interest, or of interest over principal or of any installment of interest over any other installment of interest,

or of any Note over any other Note, ratably to the aggregate of such principal (including, if applicable, the Fundamental Change Repurchase

Price, the Redemption Price and any cash due upon conversion) and any accrued and unpaid Special Interest; and

Fourth, to the payment of the remainder,

if any, to the Company.

Section 6.06.

Proceedings by Holders. Except to enforce the right

to receive payment of principal (including, if applicable, the Fundamental Change Repurchase Price or the Redemption Price) or Special

Interest, if any, when due, or the right to receive payment or delivery of the consideration due upon conversion, no Holder of any Note

shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity

or at law upon or under or with respect to this Indenture, or for the

appointment of a receiver, trustee, liquidator, custodian or other

similar official, or for any other remedy hereunder, unless:

(a)

such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as

herein provided;

(b)

Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee

to institute such action, suit or proceeding in its own name as Trustee hereunder;

(c)

such Holders shall have offered to the Trustee such security or indemnity satisfactory to Trustee against any loss, liability or

expense to be incurred therein or thereby;

(d)

the Trustee for 60 days after its receipt of such notice, request and offer of such security or indemnity, shall have neglected

or refused to institute any such action, suit or proceeding; and

(e)

no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee

by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to ‎Section 6.09,

it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder

and the Trustee that no one or more Holders shall have any right in any manner whatever by virtue of or by availing of any provision of

this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference

to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable

and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this ‎Section 6.06,

each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Notwithstanding any other provision of this Indenture

and any provision of any Note, each Holder shall have the contractual right to receive payment or delivery, as the case may be, of (x)

the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, (y) accrued and unpaid Special

Interest, if any, on, and (z) the consideration due upon conversion of, such Note, on or after the respective due dates expressed or provided

for in such Note or in this Indenture, and the contractual right to institute suit for the enforcement of any such payment or delivery,

as the case may be, on or after such respective dates, shall not be amended without the consent of each Holder, other than an amendment

pursuant to ‎Section 10.01(n).

Section 6.07.

Proceedings by Trustee. In case of an Event of Default,

the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial

proceedings as are necessary to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding

in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of

the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture

or by law.

Section 6.08.

Remedies Cumulative and Continuing. Except as provided in the last paragraph of ‎Section 2.06, all

powers and remedies given by this ‎Article 6 to the Trustee or to the Holders shall, to the extent permitted by law, be deemed

cumulative and not exclusive of any thereof or of any other powers and remedies available to the Trustee or the Holders of the Notes,

by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture,

and no delay or omission of the Trustee or of any Holder of any of the Notes to exercise any right or power accruing upon any Default

or Event of Default shall impair any such right or power, or shall be construed to be a waiver of any such Default or Event of Default

or any acquiescence therein; and, subject to the provisions of ‎Section 6.06, every power and remedy given by this ‎Article 6

or by law to the Trustee or to the Holders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee

or by the Holders.

Section 6.09.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. Subject to the Trustee’s right

to receive security or indemnity from the relevant Holders as described herein, the Holders of a majority of the aggregate principal amount

of the Notes at the time outstanding, determined in accordance with ‎Section 8.04, shall have the right to direct the time,

method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the

Trustee with respect to the Notes; provided, however, that (a) such direction shall not be in conflict with any rule of

law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such

direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other

Holder or that would involve the Trustee in personal liability or that conflicts with applicable law or this Indenture. The

Holders of a majority in aggregate principal amount of the Notes at the time outstanding, determined in accordance with ‎Section 8.04,

may on behalf of the Holders of all of the Notes (x) waive any past Default or Event of Default hereunder and its consequences except

any continuing defaults relating to (i) a default in the payment of accrued and unpaid Special Interest, if any, on, or the principal

(including any Fundamental Change Repurchase Price or Redemption Price, if applicable) of, the Notes when due that has not been cured

pursuant to the provisions of this Indenture, (ii) a failure by the Company to pay or deliver, as the case may be, the consideration due

upon conversion of the Notes or (iii) a default in respect of a covenant or provision hereof which under ‎Article 10 cannot

be modified or amended without the consent of each Holder of an outstanding Note affected; and (y) rescind any resulting acceleration

of the Notes and its consequences if (i) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction

and (ii) all existing Events of Default (other than nonpayment of the principal of, and any Special Interest on, the Notes that have become

due solely by such acceleration) have been cured or waived. Upon any such waiver the Company, the Trustee and the Holders of

the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event

of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived

as permitted by this ‎Section 6.09, said Default or Event of Default shall for all purposes of the Notes and this Indenture

be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of

Default or impair any right consequent thereon.

Section 6.10.

Notice of Defaults. The Trustee shall, after the occurrence and continuance of a Default of which a Responsible

Officer has actual knowledge, deliver to all Holders notice of such Default within 90 days after such Responsible Officer obtains such

knowledge, unless such Defaults shall have been cured or waived before the giving of such notice; provided that, except in the

case of a Default in the payment of the principal of (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable),

or any accrued and unpaid Special Interest on, any of the Notes or a Default in the payment or delivery of the consideration due upon

conversion, the Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Trustee in good faith

determines that the withholding of such notice is in the interests of the Holders.

Section 6.11.

Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any Note by its acceptance

thereof shall be deemed to have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any right or

remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party

litigant in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs,

including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and

good faith of the claims or defenses made by such party litigant; provided that the provisions of this ‎Section 6.11

(to the extent permitted by law) shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group

of Holders, holding in the aggregate more than 10% in principal amount of the Notes at the time outstanding, determined in accordance

with ‎Section 8.04, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or accrued

and unpaid Special Interest, if any, on any Note (including, but not limited to, the Fundamental Change Repurchase Price or the Redemption

Price, if applicable) on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the right

to convert any Note, or receive the consideration due upon conversion, in accordance with the provisions of ‎Article 14.

ARTICLE 7

Concerning the Trustee

Section 7.01.

Duties and Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of Default of which

a Responsible Officer of the Trustee has written notice or actual knowledge and after the curing or waiver of all Events of Default that

may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If

an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has written notice or actual knowledge,

the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in

its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided that the Trustee will

be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders

unless such Holders have offered to, and, if requested, provided to, the Trustee indemnity or security satisfactory to Trustee against

any loss, liability or expense that might be incurred by it in compliance with such request or direction.

No provision of this Indenture shall be construed

to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful

misconduct, except that:

(a)

prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee has written notice or actual knowledge

and after the curing or waiving of all Events of Default that may have occurred:

(i)

the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee

shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied

covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)

in the absence of gross negligence and willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to

the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the

Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions that by any provisions

hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether

or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations

or other facts stated therein);

(b)

the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee,

unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;

(c)

the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with

the direction of the Holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding, determined

as provided in ‎Section 8.04, relating to the time, method and place of conducting any proceeding for any remedy available

to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;

(d)

whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording

protection to, the Trustee shall be subject to the provisions of this Section;

(e)

the Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other

matters relating to payment) or notice effected by the Company or any Paying Agent (except in its capacity as Paying Agent

pursuant to the terms of this Indenture) or any records maintained by any co-Note Registrar with respect to the Notes;

(f)

if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be

sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred,

unless a Responsible Officer of the Trustee had actual knowledge of such event;

(g)

in the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest

bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred

thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the

party directing such investments prior to its maturity date or the failure of the party directing such investment to provide timely written

investment direction, and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such

written investment direction from the Company;

(h)

under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes; and

(i)

in the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent

or transfer agent hereunder, the rights and protections afforded to the Trustee pursuant to this ‎Article 7 shall also be afforded

to such Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer agent.

None of the provisions contained in this Indenture

shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of

its duties or in the exercise of any of its rights or powers.

Section 7.02.

Reliance on Documents, Opinions, Etc. Except as otherwise provided in ‎Section 7.01:

(a)

The Trustee may conclusively rely and shall be fully protected in acting upon any resolution, certificate, statement, instrument,

opinion, report, notice, request, consent, order, bond, note, coupon or other paper or document (whether in original or facsimile form)

believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.

(b)

Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate

(unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee

by a copy thereof certified by the Secretary or an Assistant Secretary of the Company. Before the Trustee acts or refrains

from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable

for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.

(c)

The Trustee may consult with counsel and require an Opinion of Counsel and any advice of such counsel or Opinion of Counsel shall

be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in reliance

on such advice or Opinion of Counsel.

(d)

The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,

instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee,

in its discretion, may make such further inquiry or investigation into such facts or matters as it may see

fit, and, if the Trustee shall

determine to make such further inquiry or investigation, it shall be entitled, at a reasonable time on any Business Day after reasonable

notice, to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and

shall incur no liability of any kind by reason of such inquiry or investigation.

(e)

The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through

agents, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any

agent, custodian, nominee or attorney appointed by it with due care hereunder, and the permissive rights of the Trustee enumerated herein

shall not be construed as duties.

(f)

The Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture.

(g)

The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles

of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed

by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate

previously delivered and not superseded.

(h)

The Trustee shall not be deemed to have notice of any Default or Event of Default (except in the case of a Default or Event of

Default in payment of scheduled principal of, premium, if any, or Special Interest, if any, on, any Note) unless a Responsible Officer

of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default

(and stating the occurrence of a Default or Event of Default) is received by the Trustee at the Corporate Trust Office of the Trustee,

and such notice references the Notes and this Indenture.

(i)

The Trustee shall not be responsible or liable for any action it takes or omits to take in good faith which it reasonably believes

to be authorized or within its rights or powers.

(j)

The Trustee shall not be responsible or liable for any action taken or omitted by it in good faith at the direction of the holders

of not less than a majority in principal amount of the Notes as to the time, method and place of conducting any proceedings for any remedy

available to the Trustee or the exercising of any power conferred by this Indenture.

(k) Neither

the Trustee nor any of its directors, officers, employees, agents or affiliates shall be responsible for nor have any duty to

monitor the performance or any action of the Company, or any of their respective directors, members, officers, agents, affiliates or employee, nor shall it have any liability in connection with the malfeasance

or nonfeasance by such party. The Trustee shall not be responsible for any inaccuracy in the information obtained from the

Company or for any inaccuracy or omission in the records which may result from such information or any failure by the Trustee to perform

its duties as set forth herein as a result of any inaccuracy or incompleteness.

(l)

In no event shall the Trustee be responsible or liable for punitive, special, indirect or any consequential loss or damage of any

kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage

and

regardless of the form of action other than any such loss or damage caused by the Trustee’s willful misconduct or gross negligence. The

Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible

Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall

have been given to a Responsible Officer of the Trustee by the Company or by any Holder of the Notes at the Corporate Trust Office and

such notice references the Notes and/or this Indenture.

(m)

The Trustee shall not be obligated to take possession of any Common Stock whether upon conversion or in connection with any discharge

of this Indenture pursuant to Article 3 hereof, but shall satisfy its obligation as Conversion Agent by working through the stock transfer

agent of the Company from time to time as directed by the Company.

(n)

Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.

Section 7.03.

No Responsibility for Recitals, Etc. The recitals contained herein and in the Notes (except in the Trustee’s

certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness

of the same. The Trustee makes no representations as to the validity, sufficiency or enforceability of this Indenture or of

the Notes. The Trustee shall not be accountable for the use or application by the Company of any Notes or the proceeds of any

Notes authenticated and delivered by the Trustee in conformity with the provisions of this Indenture or any money paid to the Company

or upon the Company’s direction under any provision of the Indenture. The Trustee shall have no responsibility or liability

with respect to any information, statement or recital in the Offering Memorandum or other disclosure material prepared or distributed

with respect to the issuance of the Notes.

Section 7.04.

Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes. The Trustee,

any Paying Agent, any Conversion Agent, Bid Solicitation Agent or Note Registrar (in each case, if other than an Affiliate of the Company),

in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not the

Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent or Note Registrar.

Section 7.05.

Monies and Shares of Common Stock to Be Held in Trust. All monies and shares of Common Stock received by the

Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received. Money

and shares of Common

Stock held by the Trustee in trust hereunder need not be segregated

from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received

by it hereunder except as may be agreed from time to time by the Company and the Trustee.

Section 7.06.

Compensation and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee, in any capacity

under this Indenture from time to time, and the Trustee shall be entitled to, compensation for all services rendered by it hereunder in

any capacity (which shall not be limited by any provision of law in regard to the compensation of a

trustee of an express trust) as mutually

agreed to in writing between the Trustee and the Company, and the Company will pay or reimburse the Trustee upon its request for all expenses,

disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture in any capacity

thereunder (including the compensation and the reasonable expenses and disbursements of its agents and counsel and of all Persons not

regularly in its employ) except any such expense, disbursement or advance as shall have been caused by its gross negligence or willful

misconduct as determined by a final nonappealable order of a court of competent jurisdiction. The Company also covenants to

indemnify the Trustee in any capacity under this Indenture and any other document or transaction entered into in connection herewith and

its officers, directors, attorneys, employees and agents and any authenticating agent for, and to hold them harmless against, any loss,

claim (whether asserted by the Company, a Holder or any Person), damage, liability or expense (including attorneys’ fees) incurred

without gross negligence or willful misconduct as determined by a final nonappealable order of a court of competent jurisdiction on the

part of the Trustee, its officers, directors, agents or employees, or such agent or authenticating agent, as the case may be, and arising

out of or in connection with the acceptance or administration of this Indenture or in any other capacity hereunder (whether such claims

arise by or against the Company or a third person), including the reasonable costs and expenses of defending themselves against any claim

of liability in the premises or enforcing the Company’s obligations hereunder. The obligations of the Company under this

‎Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances

shall be secured by a senior lien to which the Notes are hereby made subordinate on all money or property held or collected by the Trustee,

except, subject to the effect of ‎Section 6.05, funds held in trust herewith for the benefit of the Holders of particular Notes. The

Trustee’s right to receive payment of any amounts due under this ‎Section 7.06 shall not be subordinate to any other

liability or indebtedness of the Company. The obligation of the Company under this ‎Section 7.06 shall survive the

satisfaction and discharge of this Indenture and the earlier resignation or removal of the Trustee. The Company need not pay

for any settlement made without its consent, which consent shall not be unreasonably withheld. The indemnification provided

in this ‎Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee.

Without prejudice to any other rights available

to the Trustee under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or render services after

an Event of Default specified in ‎Section 6.01(h) or ‎Section 6.01(i) occurs, the expenses and the compensation

for the services are intended to constitute expenses of administration under any bankruptcy, insolvency or similar laws.

Section 7.07.

Officer’s Certificate and Opinion of Counsel as Evidence. Except

as otherwise provided in ‎Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall

deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless

other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on

the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate and Opinion of Counsel

delivered to the Trustee, and such Officer’s Certificate and Opinion of Counsel, in the absence of gross negligence or willful misconduct

on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture

upon the faith thereof.

Section 7.08.

Eligibility of Trustee. There shall at all times be a Trustee hereunder which shall be a Person that is eligible

pursuant to the Trust Indenture Act (as if the Trust Indenture Act were applicable hereto) to act as such and has a combined capital and

surplus of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant to law or to the

requirements of any supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such

Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If

at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the

manner and with the effect hereinafter specified in this Article.

Section 7.09.

Resignation or Removal of Trustee.

(a)

The Trustee may at any time resign by giving written notice of such resignation to the Company. Upon receiving such

notice of resignation, the Company shall promptly notify all Holders and appoint a successor trustee by written instrument, in duplicate,

executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to

the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 60 days after

the giving of such notice of resignation to the Holders, the resigning Trustee may, upon ten Business Days’ notice to the Company

and the Holders and at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor trustee,

or any Holder who has been a bona fide holder of a Note or Notes for at least six months (or since the date of this Indenture) may, subject

to the provisions of ‎Section 6.11, on behalf of himself or herself and all others similarly situated, petition any such court

for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and

prescribe, appoint a successor trustee.

(b)

In case at any time any of the following shall occur:

(i)

the Trustee shall cease to be eligible in accordance with the provisions of ‎Section 7.08 and shall fail to resign after

written request therefor by the Company or by any such Holder, or

(ii)

the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of

its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the

purpose of rehabilitation, conservation or liquidation, then, in either case, the Company may by a Board Resolution remove

the Trustee and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy

of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions

of ‎Section 6.11, any Holder who has been a bona fide holder of a Note or Notes for at least six months (or since the date

of this Indenture) may, on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction

at the expense of the Company for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon,

after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.

(c)

The Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in accordance with

‎Section 8.04, may at any time remove the Trustee and nominate a successor trustee that shall be deemed appointed as successor

trustee unless within ten days after notice to the Company of such nomination the Company objects thereto, in which case the Trustee so

removed or any Holder, upon the terms and conditions and otherwise as in ‎Section 7.09(a) provided, may petition any court

of competent jurisdiction for an appointment of a successor trustee.

(d)

Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this ‎Section 7.09

shall become effective upon acceptance of appointment by the successor trustee as provided in ‎Section 7.10.

Section 7.10.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in ‎Section 7.09 shall

execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and

thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further

act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like

effect as if originally named as Trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee,

the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of ‎Section 7.06, execute

and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon

request of any such successor trustee, the Company shall execute any and all instruments in writing for more fully and certainly vesting

in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain

a senior lien to which the Notes are hereby made subordinate on all money or property held or collected by such trustee as such, except

for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of

‎Section 7.06.

No successor trustee shall accept appointment as

provided in this ‎Section 7.10 unless at the time of such acceptance such successor trustee shall be eligible under the provisions

of ‎Section 7.08.

Upon acceptance of appointment by a successor trustee

as provided in this ‎Section 7.10, each of the Company and the successor trustee, at the written direction and at the expense

of the Company shall deliver or cause to be delivered notice of the succession of such trustee hereunder to the Holders. If

the Company fails to deliver such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause

such notice to be delivered at the expense of the Company.

Section 7.11.

Succession by Merger, Etc. Any corporation or other entity into which the Trustee may be merged or converted

or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which

the Trustee shall be a party, or any corporation or other entity succeeding to all or substantially all of the corporate trust business

of the Trustee (including the administration of this Indenture), shall be the successor to the Trustee hereunder without the execution

or filing of any paper or any further act on the part of any of the parties hereto; provided that in the case of any corporation

or other

entity succeeding to all or substantially all of the corporate trust business of the Trustee such corporation or other entity

shall be eligible under the provisions of ‎Section 7.08.

In case at the time such successor to the Trustee

shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor

to the Trustee may adopt the certificate of authentication of any predecessor trustee or authenticating agent appointed by such predecessor

trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor

to the Trustee or an authenticating agent appointed by such successor trustee may authenticate such Notes either in the name of any predecessor

trustee hereunder or in the name of the successor trustee; and in all such cases such certificates shall have the full force which it

is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have; provided, however,

that the right to adopt the certificate of authentication of any predecessor trustee or to authenticate Notes in the name of any predecessor

trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Section 7.12.

Trustee’s Application for Instructions from the Company. Any application by the Trustee for written instructions

from the Company (other than with regard to any action proposed to be taken or omitted to be taken by the Trustee that affects the rights

of the Holders of the Notes under this Indenture) may, at the option of the Trustee, set forth in writing any action proposed to be taken

or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be

effective. The Trustee shall not be liable to the Company for any action taken by, or omission of, the Trustee in accordance

with a proposal included in such application on or after the date specified in such application (which date shall not be less than three

Business Days after notice to the Company has been deemed to have been given pursuant to ‎Section 17.03, unless the Company

shall have consented in writing to any earlier date), unless, prior to taking any such action (or the effective date in the case of any

omission), the Trustee shall have received written instructions in accordance with this Indenture in response to such application specifying

the action to be taken or omitted.

ARTICLE 8

Concerning the Holders

Section 8.01.

Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage of the

aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice,

consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced

(a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing,

or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions

of ‎Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders. Whenever

the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or the Trustee may, but shall not

be required to, fix in advance of such solicitation, a date as the record date for determining Holders entitled to take such action. The

record date, if one is selected, shall be not more than fifteen days prior to the date of commencement of solicitation of such action.

Section 8.02.

Proof of Execution by Holders. Subject to the provisions of ‎Section 7.01, ‎Section 7.02

and ‎Section 9.05, proof of the execution of any instrument by a Holder or its agent or proxy shall be sufficient if made in

accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to

the Trustee. The holding of Notes shall be proved by the Note Register or by a certificate of the Note Registrar. The

record of any Holders’ meeting shall be proved in the manner provided in ‎Section 9.06.

Section 8.03.

Who Are Deemed Absolute Owners. The Company, the Trustee, any authenticating agent, any Paying Agent, any Conversion

Agent and any Note Registrar may deem the Person in whose name a Note shall be registered upon the Note Register to be, and may treat

it as, the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other

writing thereon made by any Person other than the Company or any Note Registrar) for the purpose of receiving payment of or on account

of the principal (including any Fundamental Change Repurchase Price or Redemption Price, if applicable) of and (subject to ‎Section 2.03)

any accrued and unpaid Special Interest on such Note, for conversion of such Note and for all other purposes; and neither the Company

nor the Trustee nor any Paying Agent nor any Conversion Agent nor any Note Registrar shall be affected by any notice to the contrary. The

sole registered holder of a Global Note shall be the Depositary or its nominee. All such payments or deliveries so made to

any Holder for the time being, or upon its order, shall be valid, and, to the extent of the sums or shares of Common Stock so paid or

delivered, effectual to satisfy and discharge the liability for monies payable or shares deliverable upon any such Note. Notwithstanding

anything to the contrary in this Indenture or the Notes following an Event of Default, any holder of a beneficial interest in a Global

Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary

or any other Person, such holder’s right to exchange such beneficial interest for a Note in certificated form in accordance with

the provisions of this Indenture.

Section 8.04.

Company-Owned Notes Disregarded. In determining whether the Holders of the requisite aggregate principal amount

of Notes have concurred in any direction, consent, waiver or other action under this Indenture, Notes that are owned by the Company, by

any Subsidiary thereof or by any Affiliate of the Company or any Subsidiary thereof shall be disregarded and deemed not to be outstanding

for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected

in relying on any such direction, consent, waiver or other action, only Notes that a Responsible Officer actually knows are so owned shall be so disregarded. Notes

so owned that have been pledged in good faith may be regarded as outstanding for the purposes of this ‎Section 8.04 if the

pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to so act with respect to such Notes and that the

pledgee is not the Company, a Subsidiary thereof or an Affiliate of the Company or a Subsidiary thereof. In the case of a dispute

as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon

request of the Trustee, the Company shall furnish to the Trustee promptly an Officer’s Certificate listing and identifying all Notes,

if any, known by the Company to be owned or held by or for the account of any of the above described Persons; and, subject to ‎Section 7.01,

the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of

the fact that all Notes not listed therein are outstanding for the purpose of any such determination.

Section 8.05.

Revocation of Consents; Future Holders Bound. At any time prior to (but not after) the evidencing to the Trustee,

as provided in ‎Section 8.01, of the taking of any action by the Holders of the percentage of the aggregate principal amount

of the Notes specified in this Indenture in connection with such action, any Holder of a Note that is shown by the evidence to be included

in the Notes the Holders of which have consented to such action may, by filing written notice with the Trustee at its Corporate Trust

Office and upon proof of holding as provided in ‎Section 8.02, revoke such action so far as concerns such Note. Except

as aforesaid, any such action taken by the Holder of any Note shall be conclusive and binding upon such Holder and upon all future Holders

and owners of such Note and of any Notes issued in exchange or substitution therefor or upon registration of transfer thereof, irrespective

of whether any notation in regard thereto is made upon such Note or any Note issued in exchange or substitution therefor or upon registration

of transfer thereof.

ARTICLE 9

Holders’ Meetings

Section 9.01.

Purpose of Meetings. A meeting of Holders may be called at any time and from time to time pursuant to the provisions

of this ‎Article 9 for any of the following purposes:

(a)

to give any notice to the Company or to the Trustee or to give any directions to the Trustee permitted under this Indenture, or

to consent to the waiving of any Default or Event of Default hereunder (in each case, as permitted under this Indenture) and its consequences,

or to take any other action authorized to be taken by Holders pursuant to any of the provisions of ‎Article 6;

(b)

to remove the Trustee and nominate a successor trustee pursuant to the provisions of ‎Article 7;

(c)

to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of ‎Section 10.02;

(d)

to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the

Notes under any other provision of this Indenture or under applicable law.

Section 9.02.

Call of Meetings by Trustee. The Trustee may at any

time call a meeting of Holders to take any action specified in ‎Section 9.01, to be held at such time and at such place as

the Trustee shall determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting and

in general terms the action proposed to be taken at such meeting and the establishment of any record date pursuant to ‎Section 8.01,

shall be delivered to Holders of such Notes. Such notice shall also be delivered to the Company. Such notices shall

be delivered not less than 20 nor more than 90 days prior to the date fixed for the meeting.

Any meeting of Holders shall be valid without notice

if the Holders of all Notes then outstanding are present in person or by proxy or if notice is waived before or after the meeting by the

Holders of all Notes then outstanding, and if the Company and the Trustee are either present by duly authorized representatives or have,

before or after the meeting, waived notice.

Section 9.03.

Call of Meetings by Company or Holders. In case at any time the Company, pursuant to a Board Resolution, or the

Holders of at least 10% of the aggregate principal amount of the Notes then outstanding, shall have requested the Trustee to call a meeting

of Holders, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall

not have delivered the notice of such meeting within 20 days after receipt of such request, then the Company or such Holders may determine

the time and the place for such meeting and may call such meeting to take any action authorized in ‎Section 9.01, by delivering

notice thereof as provided in ‎Section 9.02.

Section 9.04.

Qualifications for Voting. To be entitled to vote at any meeting of Holders a Person shall be a Holder of one

or more Notes on the record date pertaining to such meeting or be a Person appointed by an instrument in writing as proxy by a Holder

of one or more Notes on the record date pertaining to such meeting. The only Persons who shall be entitled to be present or

to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of

the Trustee and its counsel and any representatives of the Company and its counsel.

Section 9.05.

Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations

as it may deem advisable for any meeting of Holders, in regard to proof of the holding of Notes and of the appointment of proxies, and

in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence

of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit.

The Trustee shall, by an instrument in writing,

appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in ‎Section 9.03,

in which case the Company or the Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A

permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in aggregate principal

amount of the Notes represented at the meeting and entitled to vote at the meeting.

Subject to the provisions of ‎Section 8.04,

at any meeting of Holders each Holder or proxyholder shall be entitled to one vote for each $1,000 principal amount of Notes held or represented

by him or her; provided, however, that no vote shall be cast or counted at any

meeting in respect of any Note challenged as not outstanding and ruled

by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by

virtue of Notes held by it or instruments in writing as aforesaid duly designating it as the proxy to vote on behalf of other Holders. Any

meeting of Holders duly called pursuant to the provisions of ‎Section 9.02 or ‎Section 9.03 may be adjourned from

time to time by the Holders of a majority of the aggregate principal amount of Notes represented at the meeting, whether or not constituting

a quorum, and the meeting may be held as so adjourned without further notice.

Section 9.06.

Voting. The vote upon any resolution submitted to any meeting of Holders shall be by written ballot on which

shall be subscribed the signatures of the Holders or of their representatives by proxy and the outstanding aggregate principal amount

of the Notes held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall

count all votes cast at the meeting for or against any resolution and

who shall make and file with the secretary of the meeting their

verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting

of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors

of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy

of the notice of the meeting and showing that said notice was delivered as provided in ‎Section 9.02. The record

shall show the aggregate principal amount of the Notes voting in favor of or against any resolution. The record shall be signed

and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to

the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the

meeting.

Any record so signed and verified shall be conclusive

evidence of the matters therein stated.

Section 9.07.

No Delay of Rights by Meeting. Nothing contained in this ‎Article 9 shall be deemed or construed to

authorize or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such

call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders under

any of the provisions of this Indenture or of the Notes. Nothing contained in this ‎Article 9 shall be deemed or

construed to limit any Holder’s actions pursuant to the Applicable Procedures so long as the Notes are Global Notes.

ARTICLE 10

Supplemental Indentures

Section 10.01.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company and the Trustee,

at the Company’s expense, may from time to time and at any time amend or supplement this Indenture or the Notes for one or more

of the following purposes:

(a)

to cure any ambiguity, omission, defect or inconsistency;

(b)

to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to ‎Article 11;

(c)

to add guarantees with respect to the Notes;

(d)

to secure the Notes;

(e)

to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred

upon the Company;

(f)

to make any change that does not adversely affect the rights of any Holder in any material respect;

(g)

in connection with any Share Exchange Event, to provide that the Notes are convertible into Reference Property, subject to the

provisions of ‎Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by ‎Section 14.07;

(h)

to comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture

Act to the extent this Indenture is qualified thereunder;

(i)

to provide for the issuance of additional Notes;

(j)

to provide for the appointment of a successor Trustee, Note Registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent;

(k)

to comply with the rules of any applicable securities depositary in a manner that does not adversely affect the rights of any Holder;

(l)

to irrevocably elect or eliminate one of the Settlement Methods and/or irrevocably elect a Specified Dollar Amount; provided,

however, that no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with

respect to any Note pursuant to the provisions of ‎Article 14;

(m)

to increase the Conversion Rate as provided in this Indenture; or

(n)

to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum.

Upon the written request of the Company, the Trustee

is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements

and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental

indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions

of this ‎Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes

at the time outstanding, notwithstanding any of the provisions of ‎Section 10.02.

Section 10.02.

Supplemental Indentures with Consent of Holders. With

the consent (evidenced as provided in ‎Article 8) of the Holders of at least a majority of the aggregate principal amount of

the Notes then outstanding (determined in accordance with ‎Article 8 and including, without limitation, consents obtained in

connection with a repurchase of, or tender or exchange offer for, Notes), the Company, when authorized by the resolutions of the Board

of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures

supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this

Indenture, any supplemental indenture or the Notes or of modifying in any manner the rights of the Holders; provided, however,

that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture, other than a supplemental indenture

for the purpose described in ‎Section 10.01(n), shall:

(a)

reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(b)

reduce the rate of or extend the stated time for payment of any Special Interest on any Note;

(c)

reduce the principal of or extend the Maturity Date of any Note;

(d)

make any change that adversely affects the conversion rights of any Notes other than as permitted or required by this Indenture;

(e)

reduce the Fundamental Change Repurchase Price or the Redemption Price of any Note or amend or modify in any manner adverse to

the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants,

definitions or otherwise;

(f)

make any Note payable in a currency, or at a place of payment, other than that stated in the Note;

(g)

change the ranking of the Notes;

(h)

eliminate the contractual right of any Holder to institute suit for the enforcement right to receive payment or delivery, as the

case may be, of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, accrued and

unpaid Special Interest, if any, on, and the consideration due upon conversion of, its Notes, on or after the respective due dates expressed

or provided for in the Notes or this Indenture; or

(i)

make any change in this ‎Article 10 that requires each Holder’s consent or in the waiver provisions in ‎Section 6.02

or ‎Section 6.09.

Upon the written request of the Company, and upon

the filing with the Trustee of evidence of the consent of the requisite Holders as aforesaid and subject to ‎Section 10.05,

the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the

Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion,

but shall not be obligated to, enter into such supplemental indenture.

Holders do not need under this ‎Section 10.02

to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance

thereof. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders (with a copy to

the Trustee) a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders

(with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.

Section 10.03.

Effect of Supplemental Indentures. Upon the execution of any supplemental indenture pursuant to the provisions

of this ‎Article 10, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective

rights, limitation of rights, obligations, duties and immunities under this Indenture of the Trustee, the

Company and the Holders shall

thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments and all the terms

and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for

any and all purposes.

Section 10.04.

Notation on Notes. Notes authenticated and delivered after the execution of any supplemental indenture pursuant

to the provisions of this ‎Article 10 may, at the Company’s expense, bear a notation as to any matter provided for in

such supplemental indenture. If the Company or the Trustee shall so determine, new Notes so modified as to conform, in the

opinion of the Company, to any modification of this Indenture contained in any such supplemental indenture may, at the Company’s

expense, be prepared and executed by the Company, authenticated, upon receipt of a Company Order, by the Trustee (or an authenticating

agent duly appointed by the Trustee pursuant to ‎Section 17.10) and delivered in exchange for the Notes then outstanding, upon

surrender of such Notes then outstanding.

Section 10.05.

Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee. In addition to the documents required

by ‎Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence

that any supplemental indenture executed pursuant hereto complies with the requirements of this ‎Article 10 and is permitted

or authorized by this Indenture, such Opinion of Counsel to include a customary legal opinion stating that such supplemental indenture

is the valid and binding obligation of the Company, subject to customary exceptions and qualifications.

ARTICLE 11

Consolidation, Merger, Sale, Conveyance and Lease

Section 11.01.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of ‎Section 11.02, the Company

shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated assets

of the Company and the Company’s Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer

or lease to one or more of the Company’s direct or indirect wholly-owned Subsidiaries) (each, a “Business Combination Event”),

unless:

(a)

the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a Qualified

Successor Entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia,

and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company

under the Notes and this Indenture;

(b)

immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under

this Indenture; and

(c)

if the Company is not the Successor Company, the Successor Company shall have delivered to the Trustee an Officer’s Certificate

and Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease complies with this Indenture

and that such supplemental indenture is authorized or permitted by this Indenture and an Opinion of

Counsel stating that the supplemental

indenture is the valid and binding obligation of the Successor Company, subject to customary exceptions and qualifications.

Section 11.02.

Successor Corporation to Be Substituted. In case of any such Business Combination Event and upon the assumption

by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of

the due and punctual payment of the principal of and any accrued and unpaid Special Interest on all of the Notes, the due and punctual

delivery and/or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance

of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall

succeed to and, except in the case of a lease of all or substantially all of the consolidated assets of the Company and the Company’s

Subsidiaries, taken as a whole, shall be substituted for the Company, with the same effect as if it had been named herein as the party

of the first part, and the Company shall be discharged from its obligations under the Notes and this Indenture (except in the case of

a lease of all or substantially all of the consolidated assets of the Company and the Company’s Subsidiaries, taken as a whole). Such

Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the

Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order

of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed,

the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been

signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter

shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have

the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this

Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any Business Combination

Event (other than a lease), upon compliance with this ‎Article 11 the Person named as the “Company” in the first

paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this ‎Article 11)

may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from

its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes.

In case of any Business Combination Event, such

changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Section 11.03.

Officer’s Certificate and Opinion of Counsel to Be Given to Trustee. If a supplemental indenture is required

pursuant to this ‎Article 11 as a result of the Company not being the Successor Company, no Business Combination Event shall

be effective unless the Trustee shall receive (and shall be conclusively entitled to rely upon) an Officer’s Certificate and an

Opinion of Counsel as conclusive evidence that such Business Combination Event and any such assumption complies with the provisions of

this ‎Article 11, and that the supplemental indenture is the valid, binding obligations of the Successor Company, enforceable

against such Successor Company in accordance with its terms, such Opinion of Counsel to be subject to customary exceptions.

ARTICLE 12

Immunity of Incorporators, Stockholders, Officers and Directors

Section 12.01.

Indenture and Notes Solely Corporate Obligations. No recourse for the payment of the principal of or accrued

and unpaid Special Interest, if any, on, or the payment or delivery of consideration due upon conversion of, any Note, nor for any claim

based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this

Indenture or in any supplemental indenture or in any Note, nor because of the creation of any indebtedness represented thereby, shall

be had against any incorporator, stockholder, employee, agent, Officer or director or Subsidiary, as such, past, present or future, of

the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of

any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood

that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture

and the issue of the Notes.

ARTICLE 13

[Intentionally Omitted]

ARTICLE 14

Conversion of Notes

Section 14.01.

Conversion Privilege.

(a)

Subject to and upon compliance with the provisions of this ‎Article 14, each Holder of a Note shall have the right,

at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral

multiple thereof) of such Note (i) subject to satisfaction of the conditions described in ‎Section 14.01(b), at any time prior

to the close of business on the Business Day immediately preceding May 15, 2031 under the circumstances and during the periods set forth

in ‎Section 14.01(b), and (ii) regardless of the conditions described in ‎Section 14.01(b), on or after May 15,

2031 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at

an initial conversion rate of 2.0123 shares of Common Stock (subject to adjustment as provided in this ‎Article 14, the “Conversion

Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of ‎Section 14.02,

the “Conversion Obligation”).

(b)

(i) Prior to the close of business on the Business Day immediately preceding May 15, 2031, a Holder may surrender all or any

portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day

period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following

a request by a Holder of Notes in accordance with this subsection ‎(b)‎(i), for each Trading Day of the Measurement Period

was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate

on each such Trading Day (the “Trading Price Condition”). The Trading Prices shall be determined by the

Bid Solicitation Agent pursuant to this subsection ‎(b)‎(i) and the definition of Trading Price set forth in this Indenture. The

Company shall provide written notice to the Bid

Solicitation Agent (if other than the Company) of the three independent nationally recognized

securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for

each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit the Trading Price per $1,000

principal amount of Notes unless the Company has requested such solicitation, and the Company shall have no obligation to make such request

(or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000

principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable

evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last

Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, and the Company shall instruct

the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent. At such time,

the Company shall instruct the Bid Solicitation Agent (if other than the Company) in writing to solicit, or if the Company is acting as

Bid Solicitation Agent, the Company shall solicit such bids beginning on the next Trading Day and on each successive Trading Day until

the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price

of the Common Stock and the Conversion Rate. The Company shall determine the Trading Price per $1,000 amount of Notes in accordance

with the bids solicited by the Bid Solicitation Agent. Any such determination will be conclusive absent manifest error. If

(x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to solicit

bids when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain

bids and the Bid Solicitation Agent fails to make such solicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company

fails to make such solicitation when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000

principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the

Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company

shall so notify the Holders, the Trustee, and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day

of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal

amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion

Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the

Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither

the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying

request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify

the Company’s determination of whether the Trading Price Condition has been met.

(ii)

If, prior to the close of business on the Business Day immediately preceding May 15, 2031, the Company elects to:

(A)

issue to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholders

rights plan, so long as such rights have not separated from the shares of the Common Stock) entitling them, for a period of not more than

25 calendar days after the

announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per

share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending

on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or

(B)

distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase

securities of the Company (other than pursuant to a stockholders rights plan, so long as such rights have not separated from the shares

of the Common Stock), which distribution has a per share value, as reasonably determined by the Company, exceeding 10% of the Last Reported

Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution,

then, in either case, the Company shall notify all Holders of the Notes,

the Trustee and the Conversion Agent (if other than the Trustee) in writing (such notification, the “Certain Distributions Notification”)

(x) at least 27 Scheduled Trading Days prior to or (y) if in the Certain Distributions Notification the Company irrevocably elects Physical

Settlement in respect of any conversions with Conversion Dates that occur after delivery to the Holders of the Certain Distributions Notification

until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days prior to, in either case, the Ex-Dividend

Date for such issuance or distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights

plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will

occur). Once the Company has given a Certain Distributions Notification, a Holder may surrender all or any portion of its Notes

for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date

for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place (such

earlier date and time, the “Certain Distributions Conversion Period End Date”).

Holders may not convert their Notes pursuant to

this ‎Section 14.01(b)(ii) if they participate (other than in the case of a share split or share combination in respect of

the Common Stock), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes,

in any of the transactions described above without having to convert their Notes as if they held a number of shares of Common Stock

equal to the applicable Conversion Rate as of the Record Date for such issuance or distribution, multiplied by the principal amount

(expressed in thousands) of Notes held by such Holder.

For the avoidance of doubt, the Class C Split shall

not constitute an issuance or distribution satisfying the conditions set forth in this ‎Section 14.01(b)(ii), and Holders shall

not be entitled to convert their Notes prior to May 15, 2031 on account of the Class C Split.

(iii)

If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of

business on the Business Day immediately preceding May 15, 2031, regardless of whether a Holder has the right to require the Company to

repurchase the Notes pursuant to ‎Section 15.02, or if the Company is a party to a Share Exchange Event (other than (i) a Share

Exchange Event

that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute

a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares

of the Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the

Notes or (ii) the Class C Split) that occurs prior to the close of business on the Business Day immediately preceding May 15, 2031 (each

such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion

of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of the Corporate Event until

the earlier of (x) 35 Trading Days after the effective date of such Corporate Event or, if such Corporate Event also constitutes a Fundamental

Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related

Fundamental Change Repurchase Date and (y) the second Scheduled Trading Day immediately preceding the Maturity Date. The Company

shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing no later than the effective date of

such Corporate Event.

(iv)

Prior to the close of business on the Business Day immediately preceding May 15, 2031, a Holder may surrender all or any portion

of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December 31, 2026

(and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or

not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding

calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.

(v)

If the Company calls any or all of the Notes for redemption pursuant to ‎Article 16, then the Holder of any Called Notes

may surrender such Called Notes for conversion at any time prior to the close of business on the second Scheduled Trading Day immediately

preceding the Redemption Date (or, if the Company defaults in the payment of the Redemption Price, until the close of business on the

Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for) (any such period,

a “Redemption Period”), even if such Called Notes are not otherwise convertible at such time. If the Company

elects to redeem less than all of the outstanding Notes pursuant to an Optional Redemption

pursuant to ‎Article 16 and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably

not able to determine, before the close of business on the 24th Scheduled Trading Day immediately before the relevant Redemption Date

(or if, as permitted by ‎Section 16.02(a), the Company delivers a Redemption Notice no more than 60, nor less than 10, calendar

days prior to the related Redemption Date, then prior to close of business on the ninth calendar day immediately before the relevant Redemption

Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption, then such Holder

or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time during the related Redemption

Period, and each such conversion will be deemed to be of a Note called for Optional Redemption (“Deemed Redemption”). The

Trustee shall not be obligated to make any determination in connection with the foregoing.

(vi)

Neither the Trustee nor the Conversion Agent shall have any obligation to make any calculation or to determine whether the Notes

may be surrendered for conversion or to notify the Company, the Depositary or any Holders if the Notes have become convertible.

Section 14.02.

Conversion Procedure; Settlement Upon Conversion.

(a)

Subject to this ‎Section 14.02, ‎Section 14.03(b) and ‎Section 14.07(a), upon conversion of any

Note, the Company shall pay or deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Notes

being converted, cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering

any fractional share of Common Stock in accordance with subsection ‎(j) of this ‎Section 14.02 (“Physical Settlement”)

or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of

Common Stock in accordance with subsection ‎(j) of this ‎Section 14.02 (“Combination Settlement”),

at its election, as set forth in this ‎Section 14.02.

(i)

All conversions for which the relevant Conversion Date occurs on or after May 15, 2031 or during a Redemption Period shall be settled

using the same Settlement Method.

(ii)

Except for any conversions for which the relevant Conversion Date occurs during a Redemption Period and any conversions for which

the relevant Conversion Date occurs on or after May 15, 2031, the Company shall use the same Settlement Method for all conversions with

the same Conversion Date, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions

with different Conversion Dates.

(iii)

If, in respect of any Conversion Date (or the period described in the third immediately succeeding set of parentheses, as the case

may be), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in respect

of such Conversion Date (or such period, as the case may be), the Company shall deliver such Settlement Notice to the Trustee, the Conversion

Agent, and converting Holders no later than the close of business on the first Trading Day

immediately following the relevant Conversion Date (or, in the case of any conversions for which (i) the relevant Conversion Date occurs

during a Redemption Period, in the related Redemption Notice, (ii) the relevant Conversion Date occurs on or after May 15, 2031, no later

than May 15, 2031, or (iii) the Company has irrevocably elected Physical Settlement as set forth in ‎Section 14.01(b)(ii),

in the related Certain Distributions Notification). If the Company does not elect a Settlement Method prior to the deadline

set forth in the immediately preceding sentence, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement

for such conversion or during such period and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion

Obligation, and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000. Such Settlement

Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement

Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the

Company delivers a Settlement

Notice electing Combination Settlement in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000

principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes to be converted

shall be deemed to be $1,000. Notwithstanding anything to the contrary in the foregoing, the Company shall be permitted to

irrevocably elect Physical Settlement in any Certain Distributions Notification and any such election shall be applicable to conversions

with Conversion Dates that occur after delivery to the Holders of the Certain Distributions Notification until the Certain Distributions

Conversion Period End Date. For the avoidance of doubt, the Company’s failure to timely elect a Settlement Method or specify as

applicable a Specified Dollar Amount shall not constitute a Default. By notice to Holders, the Trustee and the Conversion Agent,

the Company may, prior to May 15, 2031, at its option, irrevocably elect to satisfy its Conversion Obligation through Combination Settlement

with a Specified Dollar Amount per $1,000 principal amount of Notes of at least $1,000 for all Conversion Dates occurring subsequent to

delivery of such notice and for which another Settlement Method does not otherwise apply or is not otherwise deemed to apply as set forth

above. If the Company irrevocably elects Combination Settlement with an ability to continue to set the Specified Dollar Amount

per $1,000 principal amount of Notes at or above a specific amount, the Company will, after the date of such election, inform Holders

converting their Notes, the Trustee and the Conversion Agent (if other than the Trustee) of such Specified Dollar Amount no later than

the relevant Settlement Method Election Deadline, or, if the Company does not timely notify Holders, the Trustee and the Conversion Agent

(if other than the Trustee) such Specified Dollar Amount will be the specific amount set forth in the election notice or, if no specific

amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. The

irrevocable election will apply to all note conversions on conversion dates occurring subsequent to delivery of such notice; provided,

however, that no such election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to

any Note. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this

Indenture or the Notes, including pursuant to the provisions described in ‎Section 10.01(l). However, the Company

may nonetheless choose to execute such an amendment at its option.

(iv)

The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement

Amount”) shall be computed as follows:

(A)

if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Physical Settlement, the Company shall

deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common Stock

equal to the Conversion Rate in effect on the Conversion Date (plus cash in lieu of any fractional share of Common Stock issuable upon

conversion);

(B)

if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall

pay to the

converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum of

the Daily Conversion Values for each of the 20 consecutive Trading Days during the related Observation Period; and

(C)

if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Combination

Settlement, the Company shall pay or deliver, as the case may be, to the converting Holder in respect of each $1,000 principal amount

of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading

Days during the related Observation Period (plus cash in lieu of any fractional share of Common Stock issuable upon conversion).

(v)

The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company

promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts

or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering any fractional share of Common

Stock, the Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the

Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering fractional shares of Common Stock. The

Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination.

(b)

Subject to ‎Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such

Holder shall in the case of a Global Note, comply with the Applicable Procedures in effect at that time and, if required, pay funds equal

to the Special Interest, if any, payable on the next Special Interest Payment Date to which such Holder is not entitled as set forth in

‎Section 14.02(h) and, if required, pay all transfer or similar taxes, if any, pursuant to ‎Section 14.02(e) and

in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the

Form of Notice of Conversion (or a facsimile, PDF or other electronic transmission thereof)

(a notice pursuant to the Applicable Procedures or a notice as set forth in the Form of Notice of Conversion, a “Notice of Conversion”)

at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names

(with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement

of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by

appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements

and transfer documents, (4) if required, pay funds equal to the Special Interest, if any, payable on the next Special Interest Payment

Date to which such Holder is not entitled as set forth in ‎Section 14.02(h) and (5) if required, pay all transfer or similar

taxes, if any, pursuant to ‎Section 14.02(e). The Trustee (and if different, the Conversion Agent) shall notify

the Company of any conversion pursuant to this ‎Article 14 on the Conversion Date for such conversion. No Notice

of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change

Repurchase Notice to the

Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance

with ‎Section 15.03.

If more than one Note shall be surrendered for

conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the

aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered.

(c)

A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion

Date”) that the Holder has complied with the requirements set forth in subsection ‎(b) above. Except as set

forth in ‎Section 14.03(b) and ‎Section 14.07(a), the Company shall pay or deliver, as the case may be, the consideration

due in respect of the Conversion Obligation on the second Business Day immediately following the relevant Conversion Date, if the Company

elects to satisfy its Conversion Obligation through Physical Settlement (provided that, with respect to any Conversion Date following

August 1, 2031 where Physical Settlement applies to the related Conversion, the Company will settle any such Conversion on the Maturity

Date), or on the second Business Day immediately following the last Trading Day of the Observation Period, if the Company elects to satisfy

its Conversion Obligation through any other Settlement Method. If any shares of Common Stock are due to a converting Holder,

the Company shall issue or cause to be issued, and deliver to such Holder, or such Holder’s nominee or nominees, the full number

of shares of Common Stock to which such Holder shall be entitled, in book-entry format through the Depositary, in satisfaction of the

Company’s Conversion Obligation.

(d)

In case any Called Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate

and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an

aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting

Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or

transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of

the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes

surrendered for such conversion.

(e)

If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on

the issue of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in

a name other than the Holder’s name, in which case the Holder shall pay that tax. The Conversion Agent may refuse to

deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee

receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence.

(f)

Except as provided in ‎Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock issued

upon the conversion of any Note as provided in this ‎Article 14.

(g)

Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make

a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the

Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee.

(h)

Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid Special Interest, if any, except as

set forth below. The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation

to pay the principal amount of the Note and accrued and unpaid Special Interest, if any, to, but excluding, the relevant Conversion Date. As

a result, accrued and unpaid Special Interest, if any, to, but excluding, the relevant Conversion Date shall be deemed to be paid in full

rather than cancelled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common

Stock, any accrued and unpaid Special Interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding

the foregoing, if Notes are converted after the close of business on a Special Interest Record Date but prior to the open of business

on the immediately following Special Interest Payment Date, Holders of such Notes as of the close of business on such Special Interest

Record Date will receive the full amount of Special Interest, if any, due on such Notes on such Special Interest Payment Date notwithstanding

the conversion. However, Notes surrendered for conversion during the period from the close of business on any Special Interest

Record Date to the open of business on the immediately following Special Interest Payment Date must be accompanied by funds equal to the

amount of any Special Interest payable on the Notes so converted on the corresponding Special Interest Payment Date (regardless of whether

the converting Holder was the Holder of record on the corresponding Special Interest Record Date); provided that no such payment

shall be required (1) for conversions following the close of business on August 1, 2031, if Special Interest is payable on the Maturity

Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Special Interest Record Date and on or prior

to the Business Day immediately following the corresponding Special Interest Payment Date; (3) if the Company has specified a Redemption

Date that is after a Special Interest Record Date and on or prior to the second Scheduled Trading Day immediately following the corresponding

Special Interest Payment Date or (4) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note. Therefore, for the

avoidance of doubt, all Holders of record at the close of business on August 1, 2031 (if and to the extent Special Interest is payable

on the Maturity Date), any Redemption Date described in clause (3) above and any Fundamental Change Repurchase Date described in clause

(2) above shall receive the full Special Interest payment, if any, due on the Maturity Date or other applicable Special Interest Payment

Date in cash regardless of whether their Notes have been converted, redeemed and/or repurchased, as applicable, following such Special

Interest Record Date.

(i)

The Person in whose name the shares of Common Stock shall be issuable upon conversion shall be treated as a stockholder of record

as of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation by Physical

Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related Conversion Obligation

by Combination Settlement), as the case may be. Upon a conversion of Notes, such Person shall no longer be a Holder of such

Notes surrendered for conversion.

(j)

The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu

of delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion Date (in

the case of Physical Settlement) or based on the Daily VWAP for the last Trading Day of the relevant Observation Period (in the case of

Combination Settlement). For each Note surrendered for conversion, if the Company has elected (or is deemed to have elected)

Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate

Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid

in cash.

Section 14.03.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or During

a Redemption Period.

(a)

If (i) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its

Notes in connection with such Make-Whole Fundamental Change, or (ii) the Company issues a Redemption Notice and a Holder elects to convert

its Called Notes during the related Redemption Period, the Company shall, under the circumstances described below, increase the Conversion

Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”),

as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole

Fundamental Change if the relevant Conversion Date occurs during the period from, and including, the Effective Date of the Make-Whole

Fundamental Change up to, and including, the close of business on the Business Day immediately prior to the related Fundamental Change

Repurchase Date (or, in the case of an Exempted Fundamental Change or a Make-Whole Fundamental Change that would have been a Fundamental

Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date

of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”). For the

avoidance of doubt, the Company will increase the Conversion Rate during the related Redemption Period only with respect to conversions

of Called Notes. Accordingly, if the Company elects to redeem less than all of the outstanding Notes in an Optional Redemption pursuant to ‎Article 16,

Holders of the Notes that are not Called Notes will not be entitled to an increased Conversion Rate for conversions of such Notes (on

account of the related Redemption Notice) during the applicable Redemption Period.

(b)

Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or of Called Notes for conversion during

a Redemption Period, the Company shall, at its option, satisfy the related Conversion Obligation by Physical Settlement, Cash Settlement

or Combination Settlement in accordance with ‎Section 14.02; provided, however, that if, at the effective time

of a Make-Whole Fundamental Change described in clause ‎(b) of the definition of Fundamental Change, the Reference Property following

such Make-Whole Fundamental Change is composed entirely of cash, for any conversion of Notes following the Effective Date of such Make-Whole

Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and shall be deemed

to be an amount of cash per $1,000 principal amount of converted Notes equal to the Conversion Rate (including any adjustment for Additional

Shares), multiplied by such Stock Price. In such event, the Conversion Obligation shall be paid to Holders in cash on

the second Business Day

following the Conversion Date. The Company shall notify in writing the Holders, the Trustee and the

Conversion Agent (if other than the Trustee) of the Effective Date of any Make-Whole Fundamental Change in writing no later than five

Business Days after such Effective Date.

(c)

The number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference to the

table below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”)

or the Redemption Notice Date, as applicable, and the price paid (or deemed to be paid) per share of the Common Stock in the Make-Whole

Fundamental Change or determined with respect to the Redemption Notice Date, as applicable (the “Stock Price”). If

the holders of the Common Stock receive in exchange for their Common Stock only cash in a Make-Whole Fundamental Change described in clause

‎(b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the

Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five consecutive Trading Day period ending

on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change or the Redemption Notice

Date, as the case may be. In the event that a conversion during a Redemption Period would also be deemed to be in connection

with a Make-Whole Fundamental Change, a Holder of the Notes to be converted will be entitled to a single increase to the Conversion Rate

with respect to the first to occur of the applicable Redemption Notice Date or the Effective Date of the applicable Make-Whole Fundamental

Change, and the later event will be deemed not to have occurred for purposes of this ‎Section 14.03. The Company

shall make appropriate adjustments to the Stock Price, in its good faith determination, to account for any adjustment to the Conversion

Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date (as

such term is used in Section 14.04) or Expiration Date of the event occurs during such five consecutive Trading Day period.

(d)

The Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate

of the Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to

such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment

and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in the table

below shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth in ‎Section 14.04.

(e)

The following table sets forth the number of Additional Shares of Common Stock by which the Conversion Rate shall be increased

per $1,000 principal amount of Notes pursuant to this ‎Section 14.03 for each Stock Price and Effective Date or Redemption

Notice Date, as applicable, set forth below:

Effective

Date/Redemption Notice Date

Stock Price

$310.59

$350.00

$400.00

$496.94

$646.03

$750.00

$900.00

$1,100.00

$1,500.00

$2,000.00

$3,000.00

August 13, 2026

1.2073

0.9967

0.7983

0.5459

0.3322

0.2449

0.1643

0.1012

0.0417

0.0136

0.0000

August 15, 2027

1.2073

0.9967

0.7940

0.5314

0.3131

0.2258

0.1468

0.0867

0.0325

0.0088

0.0000

August 15, 2028

1.2073

0.9967

0.7764

0.5030

0.2819

0.1964

0.1215

0.0671

0.0215

0.0038

0.0000

August 15, 2029

1.2073

0.9692

0.7344

0.4496

0.2302

0.1506

0.0850

0.0414

0.0098

0.0007

0.0000

August 15, 2030

1.2073

0.9095

0.6502

0.3496

0.1438

0.0805

0.0361

0.0125

0.0008

0.0000

August 15, 2031

1.2073

0.8448

0.4877

0.0000

The exact Stock Price and

Effective Date or Redemption Notice Date may not be set forth in the table above, in which case:

(i)

if the Stock Price is between two Stock Prices in the table above or the Effective Date or Redemption Notice Date, as the case

may be, is between two Effective Dates or Redemption Notice Dates, as applicable, in the table, the number of Additional Shares by which

the Conversion Rate shall be increased shall be determined by a straight-line interpolation between the number of Additional Shares set

forth for the higher and lower Stock Prices and the earlier and later Effective Dates or Redemption Notice Dates, as applicable, based

on a 365-day year;

(ii)

if the Stock Price is greater than $3,000.00 per share (subject to adjustment in the same manner as the Stock Prices set forth

in the column headings of the table above pursuant to subsection ‎(d) above), no Additional Shares shall be added to the Conversion

Rate; and

(iii)

if the Stock Price is less than $310.59 per share (subject to adjustment in the same manner as the Stock Prices set forth in the

column headings of the table above pursuant to subsection ‎(d) above), no Additional Shares shall be added to the Conversion Rate.

Notwithstanding the foregoing, in no event shall

the Conversion Rate per $1,000 principal amount of Notes exceed 3.2196 shares of Common Stock, subject to adjustment in the same manner

as the Conversion Rate pursuant to ‎Section 14.04.

(f)

Nothing in this ‎Section 14.03 shall prevent an adjustment to the Conversion Rate pursuant to ‎Section 14.04

in respect of a Make-Whole Fundamental Change.

Section 14.04.

Adjustment of Conversion Rate. The Conversion Rate

shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments

to the Conversion Rate if Holders of the Notes participate (other than in the case of (x) a share split or share combination or (y) a

tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the

Notes, in any of the transactions described in this ‎Section 14.04, without having to convert their Notes, as if they held

a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of

Notes held by such Holder.

(a)

If the Company exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or if the

Company effects a share split or share combination in respect of the shares of Common Stock, the Conversion Rate shall be adjusted based

on the following formula:

where,

CR0 = the

Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately

prior to the open of business on the Effective Date of such share split or share combination, as applicable;

CR' = the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or Effective Date, as applicable;

OS0 = the

number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date, as

applicable, before giving effect to such dividend, distribution, share split or share combination; and

OS' = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split

or share combination.

Any adjustment made under this ‎Section 14.04(a) shall become

effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open

of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution

of the type described in this ‎Section 14.04(a) is declared but not so paid or made, the Conversion Rate shall be immediately

readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate

that would then be in effect if such dividend or distribution had not been declared.

(b)

If the Company issues to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant

to a stockholders rights plan) entitling them, for a period of not more than 60 calendar days after the announcement date of such issuance,

to subscribe for or purchase shares of the Common Stock at a price per

share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending

on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Conversion Rate shall be increased

based on the following formula:

where,

CR0

= the Conversion Rate in effect immediately prior to the

open of business on the Ex-Dividend Date for such issuance;

CR'

= the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;

OS0

= the number of shares of Common Stock outstanding immediately

prior to the open of business on such Ex-Dividend Date;

= the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and

= the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided

by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including,

the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.

Any increase made under this ‎Section 14.04(b)

shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the open

of business on the Ex-Dividend Date for such issuance. To the extent that shares of the Common Stock are not delivered after

the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in

effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the

number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued, the Conversion

Rate shall be decreased to the Conversion Rate that would then be in effect if such Ex-Dividend Date for such issuance had not occurred.

For purposes of this ‎Section 14.04(b)

and for the purpose of ‎Section 14.01(b)(ii)(A), in determining whether any rights, options or warrants entitle the holders

of the Common Stock to subscribe for or purchase shares of the Common Stock at a price per share that is less than such average of the

Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately

preceding the date of announcement for such issuance, and in determining the aggregate offering price of such shares of Common Stock,

there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise

or conversion thereof, the value of such consideration, if other than cash, to be determined by the Company.

(c)

If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company

or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock,

excluding dividends, distributions or issuances (including share splits) as to which an adjustment was effected pursuant to ‎Section 14.04(a)

or ‎Section 14.04(b), except as otherwise described in ‎Section 14.11, rights issued pursuant to any stockholders

rights plan of the Company then in effect, dividends or distributions paid exclusively in cash as to which the provisions set forth in

‎Section 14.04(d) shall apply, dividends or distributions of Reference Property in exchange for or upon conversion of the Common

Stock in a Share Exchange Event, including, for the avoidance of doubt, (i) any ability of holders of the Common Stock to make an election

with respect to the consideration they will receive in any such transaction and (ii) shares of Class C Common Stock received in connection

with the Class C Split, and Spin-Offs as to which the provisions set forth

below in this ‎Section 14.04(c) shall apply (any

of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital

Stock or other securities, the “Distributed Property”), then the Conversion Rate shall be increased based on the following

formula:

where,

CR0

= the Conversion Rate in effect immediately prior to the

open of business on the Ex-Dividend Date for such distribution;

CR'

= the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;

SP0

= the average of the Last Reported Sale Prices of the

Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend

Date for such distribution; and

FMV

= the fair market value (as determined by the Company) of the Distributed Property with respect to each outstanding share of the

Common Stock on the Ex-Dividend Date for such distribution.

Any increase made under the portion of this ‎Section 14.04(c)

above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If such

distribution is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such

distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater

than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note

shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common Stock

receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder

owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the distribution. If

the Company determines the “FMV” (as defined above) of any distribution for purposes of this Section 14.04(c) by reference

to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same

period used in computing the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including,

the Trading Day immediately preceding the Ex-Dividend Date for such distribution.

With respect to an adjustment pursuant to this

‎Section 14.04(c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital

Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company, that are,

or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), the

Conversion Rate shall be increased based on the following formula:

where,

CR0

= the Conversion Rate in effect immediately prior to the

end of the Valuation Period;

CR'

= the Conversion Rate in effect immediately after the

end of the Valuation Period;

FMV0

= the average of the Last Reported Sale Prices of the

Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined

by reference to the definition of Last Reported Sale Price as set forth in ‎Section 1.01 as if references therein to Common

Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the

Ex-Dividend Date of the Spin-Off (the “Valuation Period”); provided that if there is no Last Reported Sale

Price of the Capital Stock or similar equity interest distributed to holders of the Common Stock on such Ex-Dividend Date, the “Valuation

Period” shall be the first 10 consecutive Trading Day period after, and including, the first date such Last Reported Sale Price

is available; and

MP0

= the average of the Last Reported Sale Prices of the

Common Stock over the Valuation Period.

The increase to the Conversion Rate under the preceding

paragraph shall occur at the close of business on the last Trading Day of the Valuation Period; provided that (x) in respect of

any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during the Valuation Period,

references to “10” in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have

elapsed between the Ex-Dividend Date of such Spin-Off and the Conversion Date in determining the Conversion Rate and (y) in respect of any conversion of Notes for which Cash Settlement

or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation Period for such conversion and

within the Valuation Period, references to “10” in the preceding paragraph shall be deemed to be replaced with such lesser

number of Trading Days as have elapsed between the Ex-Dividend Date of such Spin-Off and such Trading Day in determining the Conversion

Rate as of such Trading Day. If the Ex-Dividend Date of the Spin-Off is after the 10th Trading Day immediately preceding, and

including, the end of any Observation Period in respect of a conversion of Notes, references to “10” or “10th”

in the preceding paragraph and this paragraph shall be deemed to be replaced, solely in respect of that conversion of Notes, with such

lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for the Spin-Off to, and including, the last Trading

Day of such Observation Period. If any dividend or distribution that constitutes a Spin-Off is declared but not so paid or

made, the Conversion Rate shall be immediately decreased, effective as of the date the Board of Directors determines not to pay or make

such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared

or announced.

For purposes of this ‎Section 14.04(c)

(and subject in all respects to ‎Section 14.11), rights, options or warrants distributed by the Company to all holders of the

Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially

or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger

Event”): (i) are deemed to be transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also

issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this ‎Section 14.04(c)

(and no adjustment to the Conversion Rate under this ‎Section 14.04(c) will be required) until the occurrence of the earliest

Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any

is required) to the Conversion Rate shall be made under this ‎Section 14.04(c). If any such right, option or warrant,

including any such existing rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the

occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or

other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend

Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be

deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any

distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the

immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment

to the Conversion Rate under this ‎Section 14.04(c) was made, (1) in the case of any such rights, options or warrants that

shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Conversion

Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion Rate shall then again be readjusted

to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution,

equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options

or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of

such redemption or purchase, and (2) in the case of such rights, options or warrants

that shall have expired or been terminated without exercise by any

holders thereof, the Conversion Rate shall be readjusted as if such rights, options and warrants had not been issued.

For purposes of ‎Section 14.04(a), ‎Section 14.04(b)

and this ‎Section 14.04(c), if any dividend or distribution to which this ‎Section 14.04(c) is applicable also includes

one or both of:

(A) a dividend or distribution of shares of Common

Stock to which ‎Section 14.04(a) is applicable (the “Clause A Distribution”); or

(B) a dividend or distribution of rights, options

or warrants to which ‎Section 14.04(b) is applicable (the “Clause B Distribution”),

then, in either case, (1) such dividend or distribution, other than

the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this ‎Section 14.04(c)

is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment required by this ‎Section 14.04(c)

with respect to such Clause C Distribution shall

then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed

to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by ‎Section 14.04(a) and ‎Section 14.04(b)

with respect thereto shall then be made, except that, if determined by the Company (I) the “Ex-Dividend Date” of the Clause

A Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any shares

of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately

prior to the open of business on such Ex-Dividend Date or Effective Date” within the meaning of ‎Section 14.04(a) or

“outstanding immediately prior to the open of business on such Ex-Dividend Date” within the meaning of ‎Section 14.04(b).

(d)

If the Company pays or makes any cash dividend or distribution to all or substantially all holders of the Common Stock, the Conversion

Rate shall be adjusted based on the following formula:

where,

CR0

= the Conversion Rate in effect immediately prior to the

open of business on the Ex-Dividend Date for such dividend or distribution;

CR'

= the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;

SP0

= the Last Reported Sale Price of the Common Stock on

the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and

= the amount in cash per share the Company distributes to all or substantially all holders of the Common Stock.

Any increase pursuant to this ‎Section 14.04(d)

shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution. If

such dividend or distribution is not so paid, the Conversion Rate shall be decreased, effective as of the date the Board of Directors

determines not to make or pay such dividend or distribution, to be the Conversion Rate that would then be in effect if such dividend or

distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater

than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note

shall receive, for each $1,000 principal amount of Notes, at the same time and upon the same terms as holders of shares of the Common

Stock, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion

Rate on the Ex-Dividend Date for such cash dividend or distribution.

(e)

If the Company or any of its Subsidiaries make a payment in respect of a tender or exchange offer for the Common Stock that is

subject to the then-applicable tender offer rules

under the Exchange Act (other than an odd lot tender offer), to the extent that the

cash and value of any other consideration included in the payment per share of the Common Stock exceeds the average of the Last Reported

Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding

the last date (such last date, the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender

or exchange offer, the Conversion Rate shall be increased based on the following formula:

where,

CR0

= the Conversion Rate in effect immediately prior to

the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date;

CR'

= the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including,

the Trading Day next succeeding the Expiration Date;

= the aggregate value of all cash and any other consideration (as determined by the Company) paid or payable for shares of Common

Stock purchased in such tender or exchange offer;

OS0

= the number of shares of Common Stock outstanding immediately

prior to the Expiration Date (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange

in such tender or exchange offer);

OS'

= the number of shares of Common Stock outstanding immediately after the Expiration Date (after giving effect to the purchase

of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and

SP'

= the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and

including, the Trading Day next succeeding the Expiration Date.

The increase to the Conversion Rate under this

‎Section 14.04(e) shall occur at the close of business on the 10th Trading Day immediately following, and including, the Trading

Day next succeeding the Expiration Date; provided that (x) in respect of any conversion of Notes for which Physical Settlement

is applicable, if the relevant Conversion Date occurs during the 10 Trading Days immediately

following, and including, the Trading Day

next succeeding the Expiration Date of any tender or exchange offer, references to “10” or “10th” in the preceding

paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed between the Expiration Date of such tender

or exchange offer and the Conversion Date in determining the Conversion Rate and (y) in respect of any conversion of Notes for which Cash

Settlement or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation Period for such conversion

and within the 10 Trading Days immediately following, and including, the Trading Day next succeeding the Expiration Date of any tender

or exchange offer, references to “10” or “10th” in the preceding paragraph shall be deemed replaced with such

lesser number of Trading Days as have elapsed between the Expiration Date of such tender or exchange offer and such Trading Day in determining

the Conversion Rate as of such Trading Day. In addition, if the Trading Day next succeeding the Expiration Date of any tender

or exchange offer is after the 10th Trading Day immediately preceding, and including, the end of any Observation Period in respect of

a conversion of Notes, references to “10” or “10th” in the preceding paragraph and this paragraph shall be deemed

to be replaced, solely in respect of that conversion of Notes, with such lesser number of Trading Days as have elapsed from, and including,

the Trading Day next succeeding such Expiration Date to, and including, the last Trading Day of such Observation Period.

In the event that the Company or one of its Subsidiaries

is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company is, or such Subsidiary

is, permanently prevented by applicable law from consummating any such purchases, or all such purchases are rescinded, then the Conversion

Rate shall be decreased to be the Conversion Rate that would then be in effect if such tender offer or exchange offer had not been made

or had been made only in respect of the purchases that have been consummated.

(f)

Notwithstanding this ‎Section 14.04 or any other provision of this Indenture or the Notes, if a Conversion Rate adjustment

becomes effective on any Ex-Dividend Date, and a Holder that has converted its Notes on or after such Ex-Dividend Date and on or prior

to the related Record Date would be treated as the record holder of the shares of Common Stock as of the related Conversion Date as described

under ‎Section 14.02(i) based on an adjusted Conversion Rate for such Ex-Dividend Date, then, notwithstanding the Conversion

Rate adjustment provisions in this ‎Section 14.04, the Conversion Rate adjustment relating to such Ex-Dividend Date shall not

be made for such converting Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the shares of Common Stock on

an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.

(g)

Except as stated herein, the Company shall not adjust the Conversion Rate for the issuance of shares of the Common Stock or any

securities convertible into or exchangeable for shares of the Common Stock or the right to purchase shares of the Common Stock or such

convertible or exchangeable securities.

(h)

In addition to those adjustments required by clauses ‎(a), ‎(b), ‎(c), ‎(d) and ‎(e) of this ‎Section 14.04,

and to the extent permitted by applicable law and subject to the applicable rules of The New York Stock Exchange, the Company from time

to time may increase the Conversion Rate by any amount for a period of at least 20 Business Days if the Company determines that such increase

would be in the Company’s best interest. In addition, to the extent permitted by applicable law and subject to the applicable

rules of The New York Stock Exchange, the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income

tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares of Common Stock

(or rights to acquire shares of Common Stock) or similar event. Whenever the Conversion Rate is increased pursuant to either

of the preceding two sentences, the Company shall deliver to the Holder of each Note a notice of the increase at least 15 days prior to

the date the increased Conversion Rate takes effect the Trustee

and the Conversion Agent, and such notice shall state the increased Conversion

Rate and the period during which it will be in effect.

(i)

Except as stated in this Indenture, the Company shall not adjust the Conversion Rate for the issuance of shares of Common Stock

or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of Common Stock or such

convertible or exchangeable securities. For illustrative purposes only and without limiting the generality of the preceding sentence,

the Conversion Rate shall not be adjusted:

(i)

Upon the issuance of any shares of Common Stock at a price below the Conversion Price or otherwise, other than any such issuance

described in ‎Section 14.04(a), ‎(b), or ‎(c) above;

(ii)

upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends

or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under

any plan;

(iii)

upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future

employee, director or consultant or incentive benefit plan (including pursuant to any evergreen plan) or program of or assumed by the

Company or any of the Company’s Subsidiaries or in connection with any such shares withheld by the Company for tax withholding purposes;

(iv)

upon the issuance of any shares of the Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible

security not described in clause ‎(iii) of this subsection and outstanding as of the date the Notes were first issued;

(v)

for a tender offer by any party other than a tender offer by the Company or one or more of the Company’s Subsidiaries as

described in ‎Section 14.04(e).

(vi)

upon the repurchase of any shares of Common Stock pursuant to an open market share repurchase program or other buy-back transaction

(including, without limitation, through any structured or derivative transactions such as accelerated share repurchase transactions or

similar forward derivatives), or other buy-back transaction, that is not a tender offer or exchange offer of the nature described in ‎Section 14.04(e);

(vii)

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

(viii)

upon the occurrence of the Class C Split; or

(ix)

for accrued and unpaid Special Interest, if any.

(j)

The Company will not adjust the applicable Conversion Rate pursuant to the clauses ‎(a), ‎(b), ‎(c), ‎(d)

or ‎(e) of this ‎Section 14.04 unless the adjustment would result in a change of at least 1% of the then-effective Conversion

Rate. However, the Company will carry forward any adjustment to such Conversion Rate that the Company would otherwise have

make and take that adjustment into account in any subsequent adjustment. Notwithstanding the foregoing, all such carried-forward

adjustments shall be made with respect to the Notes: (i) when all such deferred adjustments would result in an aggregate change of at

least 1% of the Conversion Rate; (ii) on the Conversion Date of (if Physical Settlement applies to such conversion or in the case of any

conversion following a replacement of the Common Stock by Reference Property consisting solely of cash), or each Trading Day of the applicable

Observation Period for (if Cash Settlement or Combination Settlement applies to such conversion), any Note; and (iii) on the date a Fundamental

Change or Make-Whole Fundamental Change occurs. All calculations and other determinations under this ‎Article 14

shall be made by the Company and shall be made to the nearest one-ten thousandth (1/10,000th) of a share.

(k)

Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and the Conversion

Agent if not the Trustee) an Officer’s Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief

statement of the facts requiring such adjustment. Neither the Trustee nor the Conversion Agent shall have any responsibility

to verify the accuracy of any adjustment to the Conversion Rate. Unless and until a Responsible Officer of the Trustee shall

have received such Officer’s Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion

Rate and may assume without inquiry that the last Conversion Rate of which it has knowledge is still in effect. Promptly after

delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted

Conversion Rate and the date on which each adjustment becomes effective and shall deliver such notice of such adjustment of the Conversion

Rate to each Holder. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

(l)

For purposes of this ‎Section 14.04, the number of shares of Common Stock at any time outstanding shall not include

shares of Common Stock held in the treasury of the Company

so long as the Company does not pay any dividend or make any distribution

on shares of Common Stock held in the treasury of the Company, but shall include shares of Common Stock issuable in respect of scrip certificates

issued in lieu of fractions of shares of Common Stock.

Section 14.05.

Adjustments of Prices. Whenever any provision of this Indenture requires the Company to calculate the Last Reported

Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days (including an Observation

Period and the period for determining the Stock Price for purposes of a Make-Whole Fundamental Change or redemption), the Company shall

make appropriate adjustments (without duplication in respect of any adjustment made pursuant to ‎Section 14.04) to each to

account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate

where the Ex-Dividend Date, Effective Date or Expiration Date, as the case may be, of the event occurs, at any time during the period

when the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts are to be calculated.

Section 14.06.

Shares to Be Fully Paid. The Company shall reserve, free from preemptive rights, out of its authorized but unissued

shares or shares held in treasury, sufficient shares of Common Stock to provide for conversion of the Notes from time to time as such

Notes are presented for conversion (assuming delivery of the maximum number of Additional Shares

pursuant to ‎Section 14.03

and that at the time of computation of such number of shares, all such Notes would be converted by a single Holder and that Physical Settlement

were applicable).

Section 14.07.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock.

(a)

In the case of:

(i)

any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision

or combination), including, for the avoidance of doubt, the Class C Split,

(ii)

any consolidation, merger, combination or similar transaction involving the Company,

(iii)

any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and the

Company’s Subsidiaries, taken as a whole, or

(iv)

any statutory share exchange,

in each case, as a result of which the Common Stock would be converted

into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event,

a “Share Exchange Event”), then at and after the effective time of such Share Exchange Event, the right to convert

each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount

of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number

of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Event would have owned or been entitled

to receive (the “Reference Property,” with each “unit of Reference Property” meaning the kind and

amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Event and, prior

to or at the effective time of such Share Exchange Event, the Company or the successor or acquiring Person, as the case may be, shall

execute with the Trustee a supplemental indenture permitted under ‎Section 10.01(g) providing for such change in the right

to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective time of the Share Exchange

Event (A) the Company or the successor or acquiring company, as the case may be, shall continue to have the right to determine the form

of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 and

(B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02 shall continue to be payable

in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance

with ‎Section 14.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number

of shares of Common Stock would have been entitled to receive in such Share Exchange Event and (III) the Daily VWAP shall be calculated

based on the value of a unit of Reference Property.

If the Share Exchange Event causes the Common Stock

to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in

part upon any

form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be (x) the

weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election

or (y) if no holders of Common Stock affirmatively make such an election, the types and amounts of consideration actually received by

the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to

the consideration referred to in clause (i) attributable to one share of Common Stock. The Company shall notify Holders, the Trustee and

the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination

is made. If the holders of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which

the relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) the consideration due upon conversion of

each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date

(as may be increased by any Additional Shares pursuant to ‎Section 14.03), multiplied by the price paid per share of

Common Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting

Holders on the second Business Day immediately following the relevant Conversion Date.

If the Reference Property in respect of any Share

Exchange Event includes, in whole or in part, shares of common equity, such supplemental indenture described in the second immediately

preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is possible to the adjustments

provided for in this ‎Article 14 with respect to the portion of the Reference Property consisting of such common equity. If,

in the case of any Share Exchange Event, the Reference Property includes shares of stock, securities or other property or assets (other

than cash and/or cash equivalents) of a Person other than the Company or the successor or purchasing corporation, as the case may be,

in such Share Exchange Event, then such supplemental indenture shall also be executed by such other Person, if such other Person is an

affiliate of the Company or the successor or acquiring company, and shall contain such additional provisions to protect the interests

of the Holders of the Notes as the Company shall reasonably consider necessary by reason of the foregoing, including the provisions providing

for the purchase rights set forth in ‎Article 15.

(b)

When the Company executes a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07,

the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount

of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Event, any adjustment

to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to

all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder

within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental

indenture.

(c)

None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock

or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section 14.01 and ‎Section 14.02

prior to the effective date of such Share Exchange Event.

(d)

The above provisions of this Section shall similarly apply to successive Share Exchange Events.

Section 14.08.

Certain Covenants.

(a)

Subject to ‎Section 14.02(d) and ‎14.02(e), the Company covenants that all shares of Common Stock issued upon

conversion of Notes will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the

issue thereof.

(b)

The Company covenants that, if any shares of Common Stock to be provided for the purpose of conversion of Notes hereunder require

registration with or approval of any governmental authority under any federal or state law before such shares of Common Stock may be validly

issued upon conversion, the Company will, to the extent then permitted by the rules and interpretations of the Commission, secure such

registration or approval, as the case may be.

(c)

The Company further covenants that if at any time the Common Stock shall be listed on any national securities exchange or automated

quotation system the Company will list and use its commercially reasonable efforts to keep listed, so long as the Common Stock shall be

so listed on such exchange or automated quotation system, any Common Stock issuable upon conversion of the Notes.

Section 14.09.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty

or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require

any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment

when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The

Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock,

or of any securities, property or cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and

any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall

be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other

securities or property or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities

or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee

nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental

indenture entered into pursuant to ‎Section 14.07 relating either to the kind or amount of shares of stock or securities or

property (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such ‎Section 14.07

or to any adjustment to be made with respect thereto, but, subject to the provisions of ‎Section 7.01, may accept (without

any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon,

the Officer’s Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental

indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether

any event contemplated by ‎Section 14.01(b) has occurred that makes the Notes eligible for conversion or no longer eligible

therefor. The Trustee

and the Conversion Agent may conclusively rely upon any notice with respect to the commencement or termination

of such conversion rights, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the

occurrence of any such event or at such other times as shall be provided for in ‎Section 14.01(b). Except as otherwise

expressly provided herein, neither the Trustee nor any other agent acting under this Indenture (other than the Company, if acting in such

capacity) shall have any obligation to make any calculation or to determine whether the Notes may be surrendered for conversion pursuant

to this Indenture, or to notify the Company or the Depositary or any of the Holders if the Notes have become convertible pursuant to the

terms of this Indenture.

Section 14.10.

[Intentionally Omitted].

Section 14.11.

Stockholder Rights Plans. If the Company has a stockholder rights plan in effect upon conversion of the Notes,

each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any,

under such stockholder rights plan and the certificates representing the Common Stock issued upon such conversion shall bear such legends,

if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However,

if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the

applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all

or substantially all holders of the Common Stock Distributed Property as provided in ‎Section 14.04(c), subject to readjustment

in the event of the expiration, termination or redemption of such rights.

Section 14.12. Exchange

in Lieu of Conversion. When a Holder surrenders its Notes for conversion, the Company may, at its election (an

“Exchange Election”), cause such Notes to be delivered on or prior to the first Trading Day following the

Conversion Date to one or more financial institutions designated by the Company for exchange in lieu of conversion. In

order to accept any Notes surrendered for conversion, the designated financial

institution(s) must agree to timely deliver, in exchange for such Notes, the cash, shares of Common Stock or combination thereof due upon

conversion as described in ‎Section 14.02. If the Company makes an Exchange Election, the Company shall, by the

close of business on the first Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent

and the Holder surrendering its Notes for conversion that it has made the Exchange Election, and the Company shall notify the designated

financial institution(s) of the Settlement Method it has elected with respect to such conversion and the relevant deadline for payment

and/or delivery of cash, shares of Common Stock or a combination thereof due upon conversion. The Company, the Holder surrendering

its Notes for conversion, and the Conversion Agent shall cooperate to cause such Notes to be delivered to the financial institution(s),

and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting such

Exchange Election and shall have no liability in respect of such Exchange Election outside its control.

Any Notes exchanged by the designated financial

institution(s), subject to Applicable Procedures, shall remain outstanding, notwithstanding the surrender thereof by the Holder of such

Notes. If the designated financial institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or

deliver the required cash, shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution(s)

do(es) not

accept the Notes for exchange, the Company shall notify the Trustee, the Conversion Agent and the Holder surrendering its Notes

for conversion, and pay and/or deliver the required cash, shares of Common Stock or a combination thereof due upon conversion to the converting

Holder at the time and in the manner required under this Indenture as if the Company had not made an Exchange Election.

The Company’s designation of any financial

institution(s) to which the Notes may be submitted for exchange does not require such financial institution(s) to accept any Notes (unless

any such financial institution has separately made an agreement with the Company). The Company may, but shall not be obligated

to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

ARTICLE 15

Repurchase of Notes at Option of Holders

Section 15.01.

[Intentionally Omitted].

Section 15.02.

Repurchase at Option of Holders Upon a Fundamental Change (a) Subject

to ‎Section 15.02(g), if a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right,

at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal

amount thereof that is equal to $1,000 or an integral multiple of $1,000, on the date (the “Fundamental Change Repurchase Date”)

specified by the Company that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change

Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus any accrued and unpaid Special Interest

thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless

the Fundamental Change Repurchase Date falls after a Special Interest Record Date but on or prior to the Special Interest Payment Date

to which such Special Interest Record Date relates, in which case the

Company shall instead pay the full amount of any accrued and unpaid Special Interest (to, but excluding, such Special Interest Payment

Date) to Holders of record as of such Special Interest Record Date, and the Fundamental Change Repurchase Price shall be equal to 100%

of the principal amount of Notes to be repurchased pursuant to this ‎Article 15. The Fundamental Change Repurchase

Date shall be subject to postponement in order to allow the Company to comply with applicable law.

(b)

Repurchases of Notes under this ‎Section 15.02 shall be made, at the option of the Holder thereof, upon:

(i)

delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”)

in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance

with the Applicable Procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the

close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and

(ii)

delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change

Repurchase Notice (together with

all necessary endorsements for transfer) at the office of the Paying Agent, or book-entry transfer of

the Notes, if the Notes are Global Notes, in compliance with the Applicable Procedures, in each case such delivery being a condition to

receipt by the Holder of the Fundamental Change Repurchase Price therefor.

The Fundamental Change Repurchase Notice in respect

of any Notes to be repurchased shall state:

(i)

in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;

(ii)

the portion of the principal amount of Notes to be repurchased, which must be in minimum denominations of $1,000 or an integral

multiple thereof; and

(iii)

that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture;

provided, however, that if the Notes are Global Notes,

the Fundamental Change Repurchase Notice must comply with the Applicable Procedures.

Notwithstanding anything herein to the contrary,

any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this ‎Section 15.02 shall

have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business

on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the

Paying Agent in accordance with ‎Section 15.03.

The Paying Agent shall promptly notify the Company

of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof.

(c)

On or before the 20th Business Day after the occurrence of the effective date of a Fundamental Change, the Company shall provide

to all Holders of Notes, the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (in the case of a Paying Agent

other than the Trustee) a written notice (the “Fundamental Change Company Notice”) of the occurrence of the effective

date of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the

case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance

with the Applicable Procedures of the Depositary. Each Fundamental Change Company Notice shall specify:

(i)

the events causing the Fundamental Change;

(ii)

the effective date of the Fundamental Change;

(iii)

the last date on which a Holder may exercise the repurchase right pursuant to this ‎Article 15;

(iv)

the Fundamental Change Repurchase Price;

(v)

the Fundamental Change Repurchase Date;

(vi)

the name and address of the Paying Agent and the Conversion Agent, if applicable;

(vii)

if applicable, the Conversion Rate and any adjustments to the Conversion Rate;

(viii)

that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only

if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; and

(ix)

the procedures that Holders must follow to require the Company to repurchase their Notes.

No failure of the Company to give the foregoing

notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase

of the Notes pursuant to this ‎Section 15.02.

At the Company’s request, given at least

five days prior to the date the Fundamental Change Company Notice is to be sent to the Holders (or such shorter period as agreed by the

Paying Agent) the Paying Agent shall give such notice in the Company’s name and at the Company’s expense; provided,

however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company.

(d)

Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders in connection

with a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on

or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental

Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof

any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by

the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry

transfer of the Notes in compliance with the Applicable Procedures shall be deemed to have been cancelled, and, upon such return or cancellation,

as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

(e)

Notwithstanding anything to the contrary in this Indenture, the Company shall not be required to repurchase, or to make an offer

to repurchase, the Notes upon a Fundamental Change if a third party makes such an offer in the same manner, at the same time and otherwise

in compliance with the requirements for an offer made by the Company as set forth in this ‎Article 15, and such third party

purchases all Notes properly surrendered and not validly withdrawn under its offer in the same manner, at the same time and otherwise

in compliance with the requirements for an offer made by the Company as set forth in this ‎Article 15.

(f)

For purposes of this ‎Article 15, the Paying Agent may be any agent, depositary, tender agent, paying agent or other

agent appointed by the Company to accomplish the purposes set forth herein.

(g) Notwithstanding

anything to the contrary in this Section 15.02, the Company shall not be required to send a Fundamental Change Company Notice, or

offer to repurchase or repurchase any Notes, as set forth in this Article 15,, in connection with a Fundamental Change occurring

pursuant to clause (b)(A) or (B) of the definition thereof (or a Fundamental Change pursuant to clause (a) of the definition thereof

that also results in a Fundamental Change pursuant to clause (b)(A) or (B) of the definition thereof), if: (i) such Fundamental

Change constitutes a Share Exchange Event whose Reference Property consists entirely of cash in U.S. dollars; (ii) immediately after

such Fundamental Change, the Notes become convertible (pursuant to Section 14.07. and, if applicable, Section 14.03) into

consideration that consists solely of U.S. dollars in an amount per $1,000 principal amount of Notes that equals or exceeds the

Fundamental Change Repurchase Price per $1,000 principal amount of Notes (calculated assuming that the same includes the maximum

amount of accrued but unpaid Special Interest, if any, payable as part of the Fundamental Change Repurchase Price for such

Fundamental Change); and (iii) the Company timely sends the notice relating to such Fundamental Change required pursuant to

Section 14.01(b)(iii).. Any Fundamental Change with respect to which, in accordance with the provisions described in this

‎Section 15.02(g), the Company does not offer to repurchase any Notes is referred to herein as an “Exempted

Fundamental Change.”

Section 15.03.

Withdrawal of Fundamental Change Repurchase Notice. A Fundamental Change Repurchase Notice may be withdrawn (in

whole or in part) by means of a written notice of withdrawal received by the Paying Agent at the office of the Paying Agent in accordance

with this ‎Section 15.03 at any time prior to the close of business on the Business Day immediately preceding the Fundamental

Change Repurchase Date, specifying:

(i)

the principal amount of the Notes with respect to which such notice of withdrawal is being submitted, which must be in minimum

denominations of $1,000 or an integral multiple thereof,

(ii)

if Physical Notes have been issued, the certificate number of the Note in respect of which such notice of withdrawal is being submitted,

and

(iii)

the principal amount, if any, of such Note that remains subject to the original Fundamental Change Repurchase Notice, which portion

must be in principal amounts of $1,000 or an integral multiple of $1,000;

provided, however, that if the Notes are Global Notes,

the notice must comply with Applicable Procedures of the Depositary.

Section 15.04.

Deposit of Fundamental Change Repurchase Price.

(a)

The Company will deposit with the Paying Agent, or if the Company is acting as its own Paying Agent, set aside, segregate and hold

in trust as provided in ‎Section 4.04 on or

prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date

(subject to extension in order to allow the Company to comply with applicable law) an amount of money sufficient to repurchase all of

the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price. Subject to receipt of funds and/or Notes

by the Paying Agent, payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day

immediately preceding the Fundamental Change Repurchase Date) will be made on the later of (i) the Fundamental Change Repurchase Date

(provided the Holder has satisfied the conditions in ‎Section 15.02) and (ii) the time of book-entry transfer or the

delivery of such Note to the Paying Agent by the Holder thereof in the manner required by ‎Section 15.02 by mailing checks

for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however,

that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its

nominee. The Paying Agent shall, promptly after such payment and upon written demand by the Company, return to the Company

any funds in excess of the Fundamental Change Repurchase Price.

(b)

If by 11:00 a.m. New York City time, on the Fundamental Change Repurchase Date, the Paying Agent holds money sufficient to make

payment on all the Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date, or, if extended in

order to allow the Company to comply with applicable law, such later date, then, with respect to the Notes that have been properly surrendered

for repurchase and have not been validly withdrawn, (i) such Notes will cease to be outstanding, (ii) Special Interest, if any, will cease

to accrue on such Notes and (iii) all other rights of the Holders of such Notes with respect to the Notes will terminate (whether or not

book-entry transfer of the Notes has been made or the Notes have been delivered to the Paying Agent) on the Fundamental Change Repurchase

Date or, if extended in order to allow the Company to comply with applicable law, such later date (other than (x) the right to receive

the Fundamental Change Repurchase Price and (y) if the Fundamental Change Repurchase Date falls after a Special Interest Record Date but

on or prior to the related Special Interest Payment Date, the right of the Holder of record on such Special Interest Record Date to receive the full amount of any accrued and

unpaid Special Interest to, but excluding, such Special Interest Payment Date).

(c)

Upon surrender of a Physical Note that is to be repurchased in part pursuant to ‎Section 15.02, the Company shall execute

and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the

unrepurchased portion of the Note surrendered.

Section 15.05.

Covenant to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase offer, the

Company will, if required:

(a)

comply with the tender offer rules under the Exchange Act that may then be applicable;

(b)

file a Schedule TO or any other required schedule under the Exchange Act; and

(c)

otherwise comply in all material respects with all federal and state securities laws in connection with any offer by the Company

to repurchase the Notes;

in each case, so as to permit the rights and obligations under this

‎Article 15 to be exercised in the time and in the manner specified in this ‎Article 15 subject to postponement

in order to allow the Company to comply with applicable law. To the extent that the provisions of any securities laws or regulations

conflict with the provisions of this Indenture relating to the Company’s obligations to purchase the Notes upon a Fundamental Change,

the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under

such provisions of this Indenture by virtue of such conflict.

ARTICLE 16

Redemption

Section 16.01.

Optional Redemption; Cleanup Redemption.

(a)

The Notes shall not be redeemable by the Company prior to August 20, 2029, except as set forth in Section 16.01(b). On

or after August 20, 2029, the Company may redeem, at its option (subject to the Partial Redemption Limitation), (an “Optional

Redemption”) for cash all or any portion of the Notes, at the Redemption Price, if the Last Reported Sale Price of the Common

Stock has been at least 130% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any

30 consecutive Trading Day period (including the last Trading Day of such period) ending on, and including, the Trading Day immediately

preceding the date on which the Company provides the Optional Redemption Notice in accordance with ‎Section 16.02.

(b)

The Company may redeem (a “Cleanup Redemption”) for cash the Notes, in whole but not in part, at any time at

the Redemption Price if (i) the aggregate principal amount of Notes that remains outstanding as of the date of the Cleanup Redemption

Notice is less than $200,000,000 and (ii) the shares of Common Stock, if any, that the Company would deliver upon any conversion in connection

with such Cleanup Redemption would be eligible to be offered, sold or otherwise transferred pursuant to Rule 144 by a Person that is not

an Affiliate of the Company, and that has not been an Affiliate of the Company during the

immediately preceding three months, without any requirements as to volume, manner of sale, availability of current public information

or notice under the Securities Act. For the avoidance of doubt, the condition described in clause (ii) of the immediately preceding sentence

shall not apply if the Company elects to settle all conversions of Notes called for Cleanup Redemption with a Conversion Date that occurs

during the related Redemption Period by Cash Settlement.

Section 16.02.

Notice of Redemption; Selection of Notes.

(a)

In case the Company exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes, or its

Cleanup Redemption right to redeem all, but not less than all, of the Notes, in each case, pursuant to ‎Section 16.01, it shall

fix a date for such Optional Redemption or Cleanup Redemption (each, a “Redemption Date”) and it or, at its written

request received by the Trustee not less than five Scheduled Trading Days prior to the Redemption Notice Date (or such shorter period

of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to

be delivered a notice of such Optional Redemption (an “Optional Redemption Notice”) or a notice of such Cleanup Redemption

(a “Cleanup Redemption Notice”), as the case may be, not less than 25

nor more than 60 Scheduled Trading Days prior

to the Redemption Date to each Holder of Notes; provided, however, that, if the Company shall give such notice, it shall

also give written notice of the Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent

(if other than the Trustee); provided, further, that if the Company elects to settle all conversions of Called Notes during the

related Redemption Period for such Called Notes by Physical Settlement, then the Company may instead elect to choose a Redemption Date

no more than 60, nor less than 10, calendar days after the related Redemption Notice Date. The Redemption Date must be a Business Day. The

Company may not specify a Redemption Date that falls on or after the 21st Scheduled Trading Day immediately preceding the Maturity Date.

(b)

The Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether

or not the Holder receives such notice. In any case, failure to give such Redemption Notice or any defect in the Redemption

Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for

the redemption of any other Note.

(c)

Each Redemption Notice shall specify:

(i)

the Redemption Date;

(ii)

the Redemption Price;

(iii)

that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that Special Interest

thereon, if any, shall cease to accrue on and after the Redemption Date;

(iv)

the place or places where such Notes are to be surrendered for payment of the Redemption Price;

(v)

that Holders of Called Notes may surrender their Notes for conversion at any time during the related Redemption Period;

(vi)

the procedures a converting Holder must follow to convert its Called Notes and the Settlement Method;

(vii)

the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with ‎Section 14.03;

(viii)

the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and

(ix)

in case any Note is to be redeemed in part only pursuant to an Optional Redemption, the portion of the principal amount thereof

to be redeemed and that on and after the Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed

portion thereof shall be issued, which principal amount must be $1,000 or a multiple thereof.

A Redemption Notice shall be irrevocable.

(d)

If the Company elects to redeem fewer than all of the outstanding Notes pursuant to an Optional Redemption, at least $100,000,000

aggregate principal amount of Notes must be outstanding and not subject to redemption as of the relevant Redemption Date (such requirement,

the “Partial Redemption Limitation”). If fewer than all of the outstanding Notes are to be redeemed pursuant

to an Optional Redemption, the Notes to be redeemed will be selected according to the Applicable Procedures, in the case of Notes represented

by a Global Note, or, in the case of Notes represented by Physical Notes, on a pro rata or by lot basis or by another method the Trustee

deems to be appropriate and fair. If any Note selected for partial Optional Redemption is submitted for conversion in part

after such selection, the portion of the Note submitted for conversion shall be deemed (so far as may be possible) to be the portion selected

for Optional Redemption.

Section 16.03.

Payment of Notes Called for Redemption. (a) If any Redemption Notice has been given in respect of the Notes in accordance

with ‎Section 16.02, the Notes shall become due and payable on the Redemption Date at the place or places stated in the Redemption

Notice and at the applicable Redemption Price. On presentation and surrender of the Notes at the place or places stated in

the Redemption Notice, the Notes shall be paid and redeemed by the Company at the applicable Redemption Price.

(b) Prior

to 11:00 a.m. New York City time on the Redemption Date, the Company shall deposit with the Paying Agent or, if the Company or a Subsidiary

of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in ‎Section 7.05 an amount of cash

(in immediately available funds if deposited on the Redemption Date), sufficient to pay the Redemption Price of all of the Notes to be

redeemed on such Redemption Date. Subject to receipt of funds by the Paying Agent, payment for the Notes to be redeemed shall

be made on the Redemption Date for such Notes. The Paying Agent shall, promptly after such payment and upon written demand

by the Company, return to the Company any funds in excess of the Redemption Price.

Section 16.04.

Restrictions on Redemption. The Company may not redeem any

Notes on any date if the principal amount of the Notes has been accelerated in accordance with the terms of this Indenture, and such acceleration

has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company

in the payment of the Redemption Price with respect to such Notes).

ARTICLE 17

Miscellaneous Provisions

Section 17.01.

Provisions Binding on Company’s Successors. All the covenants, stipulations, promises and agreements of

the Company contained in this Indenture shall bind its successors and assigns whether so expressed or not.

Section 17.02.

Official Acts by Successor Corporation. Any act or proceeding by any provision of this Indenture authorized or

required to be done or performed by any board, committee or Officer of the Company shall and may be done and performed with like force

and effect by the like board, committee or officer of any corporation or other entity that shall at the time be the lawful sole successor

of the Company.

Section 17.03.

Addresses for Notices, Etc. Any notice or demand that by any provision of this Indenture is required or permitted

to be given or served by the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made, for all

purposes if given or served by being deposited postage prepaid by registered or certified mail in a post office letter box addressed (until

another address is filed by the Company with the Trustee) to Cloudflare, Inc., 101 Townsend Street, San Francisco, California 94107 Attention:

Chief Legal Officer. Any notice, direction, request or demand hereunder to or upon the Trustee shall be deemed to have been

sufficiently given or made, for all purposes, if given or served by being deposited postage prepaid by registered or certified mail in

a post office letter box addressed to the Corporate Trust Office or sent electronically in PDF format, whether sent by mail or electronically,

upon actual receipt by the Trustee.

The Trustee, by notice to

the Company, may designate additional or different addresses for subsequent notices or communications.

Any notice or communication

delivered or to be delivered to a Holder of Physical Notes shall be mailed to it by first class mail, postage prepaid, at its address

as it appears on the Note Register and shall be sufficiently given to it if so mailed within the time prescribed. Any notice

or communication delivered or to be delivered to a Holder of Global Notes shall be delivered in accordance with the Applicable Procedures

of the Depositary and shall be sufficiently given to it if so delivered within the time prescribed.

Failure to mail or deliver a notice or communication

to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication

is mailed or delivered, as the case may be, in the manner provided above, it is duly given, whether or not the addressee receives it.

In case by reason of the suspension of regular

mail service or by reason of any other cause it shall be impracticable to give such notice to Holders by mail, then such notification

as shall be made with the approval of the Trustee shall constitute a sufficient

notification for every purpose hereunder.

Section 17.04.

Governing Law; Jurisdiction. THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER

OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK

(WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF).

The Company irrevocably consents and agrees, for

the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect

to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be brought in the

courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until

amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction

of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect

of its properties, assets and revenues.

The Company irrevocably and unconditionally waives,

to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid

actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the State of New York or the

courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally

waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been

brought in an inconvenient forum.

Section 17.05.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application

or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested

by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel, in form reasonably satisfactory to the

Trustee, stating that such action is permitted by the terms of this Indenture and that all conditions precedent including any covenants,

compliance with such which constitutes a condition precedent to such action have been complied with, provided that no Opinion of

Counsel shall be required to be delivered in connection with the removal of the restricted CUSIP number of the Restricted Securities and

the assignment of an unrestricted CUSIP number pursuant to the Applicable Procedures of the Depositary upon the Notes becoming Freely

Tradable, unless a new Note is to be issued and authenticated (in which case the Opinion of Counsel required by ‎Section 2.04

shall be delivered); provided, further, that no Opinion of Counsel shall be required to be delivered solely in connection with

a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s

Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate

or certificates of public officials.

Each Officer’s Certificate and Opinion of

Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this

Indenture (other than the Officer’s Certificates provided for in ‎Section 4.08) shall include a statement that the person signing such certificate is familiar with

the requested action and this Indenture; a brief statement as to the nature and scope of the examination or investigation upon which the

statement contained in such certificate is based; a statement that, in the judgment of such person, he or she has made such examination

or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by

this Indenture; and a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and that

all conditions precedent to such action have been complied with.

Section 17.06.

Legal Holidays. In any case where any Special Interest Payment Date, any Fundamental Change Repurchase Date,

or the Maturity Date is not a Business Day, then any action to be taken on such date need not be taken on such date, but may be taken

on the next succeeding Business Day with the same force and effect as if taken on such date, and no interest shall accrue in respect of

the delay. For purposes of the foregoing sentence, a day on which the applicable place of payment is authorized or required by law or

executive order to close or be closed will be deemed not to be a Business Day.

Section 17.07.

No Security Interest Created. Nothing in this Indenture or in the Notes, expressed or implied, shall be construed

to constitute a security interest under the Uniform

Commercial Code or similar legislation, as now or hereafter enacted and in effect,

in any jurisdiction.

Section 17.08.

Benefits of Indenture. Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person,

other than the Holders, the parties hereto, any Paying Agent, any Conversion Agent, any Bid Solicitation Agent, any Custodian, any authenticating

agent, any Note Registrar and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 17.09.

Table of Contents, Headings, Etc. The table of contents and the titles and headings of the articles and sections

of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify

or restrict any of the terms or provisions hereof.

Section 17.10.

Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its

behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers

and exchanges of Notes hereunder, including under ‎Section 2.04, ‎Section 2.05, ‎Section 2.06, ‎Section 2.07,

‎Section 10.04 and ‎Section 15.04 as fully to all intents and purposes as though the authenticating agent had been

expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture,

the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by

the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to

satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating

agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to ‎Section 7.08.

Any corporation or other entity into which any

authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from

any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding

to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor

corporation or other entity is otherwise eligible under this ‎Section 17.10, without the execution or filing of any paper or

any further act on the part of the parties hereto or the authenticating agent or such successor corporation or other entity.

Any authenticating agent may at any time resign

by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency

of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving

such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under

this Section, the Trustee may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment

to the Company and shall deliver notice of such appointment to all Holders.

The Company agrees to pay to the authenticating

agent from time to time reasonable compensation for its services although the Company may terminate the authenticating agent, if it determines

such agent’s fees to be unreasonable.

The provisions of ‎Section 7.02, ‎Section 7.03,

‎Section 7.04, ‎Section 8.03 and this ‎Section 17.10 shall be applicable to any authenticating agent.

If an authenticating agent is appointed pursuant

to this ‎Section 17.10, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication,

an alternative certificate of authentication in the following form:

__________________________, as Authenticating Agent, certifies that

this is one of the Notes described in the within-named Indenture.

By: ____________________

Authorized Signatory

Section 17.11.

Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall

be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of

this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture

as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto

transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. All notices, approvals, consents,

requests and any communications hereunder must be in writing (provided that any such communication sent to the Trustee hereunder must

be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign or other electronic signature

provider that the Company plans to use (or such other digital signature provider as specified in writing to the Trustee by the authorized

representative), in English. The Company agrees to assume all risks arising out of the use of using digital signatures and electronic

methods to submit communications to the Trustee, including without limitation

the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 17.12.

Severability. In the event any provision of this Indenture or in the Notes shall be invalid, illegal or unenforceable,

then (to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected

or impaired.

Section 17.13.

Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED

BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES

OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 17.14.

Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance

of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation,

strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts

of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood

that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance

as soon as practicable under the circumstances.

Section 17.15.

Calculations. The Company shall be responsible for making all calculations called for under the Notes. These

calculations include, but are not limited to, determinations of the Redemption Price, Stock Price, Trading Price of the Notes (for purposes

of determining whether the Notes are convertible as described herein), the Last Reported Sale Prices of the Common Stock, the Daily VWAPs,

the Daily Conversion Values, the Daily Settlement Amounts, any Special Interest that may accrue on the Notes, and the Conversion Rate

of the Notes, including adjustments to the Conversion Price and the Conversion Rate. The Company shall make all these calculations

in good faith and, absent manifest error, the Company’s calculations shall be final and binding on Holders of Notes. The

Company shall provide a schedule of its calculations to each of the Trustee and the Conversion Agent, and each of the Trustee and Conversion

Agent is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification. The

Company will forward the Company’s calculations to any Holder of Notes upon the written request of that Holder at the sole cost

and expense of the Company.

Section 17.16.

USA PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the

Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain,

verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the

Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in

order for the Trustee to satisfy the requirements of the USA PATRIOT Act.

Section 17.17.

Tax Withholding. The Company or the Trustee, as the

case may be, shall be entitled to make a deduction or withholding from any payment which it makes under this Indenture for or on account

of any present or future taxes, duties or charges if and to the extent so required by any applicable law and any current or future regulations

or agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or by virtue

of the relevant Holder failing to satisfy any certification or other requirements in respect of the Notes, in which event the Company

or the Trustee, as the case may be, shall make such payment after such withholding or deduction has been made and shall account to the

relevant authorities for the amount so withheld or deducted and shall have no obligation to gross up any payment hereunder or pay any

additional amount as a result of such withholding tax.

[Remainder

of page intentionally left blank]

IN WITNESS WHEREOF, the parties

hereto have caused this Indenture to be duly executed as of the date first written above.

CLOUDFLARE,

INC.

By:

/s/ Thomas Seifert

Name: Thomas Seifert

Title: Chief Financial Officer

U.S.

BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:

/s/ Bradley E. Scarbrough

Name: Bradley E. Scarbrough

Title: Vice President

[Signature Page to Indenture]

EXHIBIT A

[FORM OF FACE OF NOTE]

[INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE]

[UNLESS THIS CERTIFICATE IS

PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY

OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.

OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO

SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE

BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[INCLUDE FOLLOWING LEGEND IF A RESTRICTED SECURITY]

[THIS SECURITY AND THE CLASS

A COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING

SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1)

REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING

OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND

(2)

AGREES FOR THE BENEFIT OF CLOUDFLARE, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER

THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE

HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH

LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:

(A)

TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B)

PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT AND IS EFFECTIVE AT THE TIME OF SUCH TRANSFER,

A-1

(C)

TO A PERSON THAT SUCH ACQUIRER REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE

SECURITIES ACT, OR

(D)

PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM

THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION

OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH

LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER FOR THE COMPANY TO DETERMINE THAT THE PROPOSED

TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE

AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

NO AFFILIATE (AS DEFINED IN

RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT)

OF THE COMPANY DURING THE IMMEDIATELY PRECEDING THREE MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR HOLD THIS SECURITY OR A BENEFICIAL INTEREST

HEREIN.]1

The Restrictive Legend shall be deemed removed from the face of this Note without further action by the Company, Trustee or the Holders

of this Note at such time and in the manner provided under Section 2.05 of the Indenture.

A-2

Cloudflare, Inc.

0% Convertible Senior Note due 2031

No. [_____] [Initially]2

$[_________]

CUSIP No. [_______]3

Cloudflare, Inc., a corporation duly organized

and validly existing under the laws of the State of Delaware (the “Company,” which term includes any successor corporation

or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to [CEDE & CO.]4

[_______]5, or registered assigns, the principal

sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]6

[of $[_______]]7, which amount, taken together

with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $2,500,000,000, in accordance

with the rules and the Applicable Procedures, on August 15, 2031, and Special Interest, if any, thereon as set forth below.

This Note shall not bear regular interest, and

the principal amount shall not accrete. Subject to Section 4.06(h) of the Indenture, any Special Interest is payable semi-annually

in arrears on each February 15 and August 15, commencing on February 15, 2027, to Holders of record at the close of business on the preceding

February 1 and August 1 (whether or not such day is a Business Day), respectively. Any Special Interest will be payable as

set forth in Section 4.06(h) of the Indenture with respect to any amounts accruing pursuant to ‎Section 4.06(d), ‎Section 4.06(e)

and ‎Section 6.03 of the within-mentioned Indenture, and any reference to interest or Special Interest on, or in respect of,

any Note therein shall be deemed to refer solely to Special Interest (including any Deferred Special Interest and any Special Interest

on such Deferred Special Interest) if, in such context, Special Interest (including any Deferred Special Interest and any interest on

such Deferred Special Interest) is, was or would be payable pursuant to any of such ‎Section 4.06(d), ‎Section 4.06(e)

or ‎Section 6.03 and/or any interest on Defaulted Amounts payable as set forth in ‎Section 2.03(c) of the within-mentioned

Indenture.

Any Defaulted Amounts shall not accrue interest

unless Special Interest was payable on the required payment date, in which case such Defaulted Amounts shall accrue interest per annum

at the then-applicable Special Interest rate, from, and including, such relevant payment date to, but excluding, the date on which such

Defaulted Amounts shall have been paid by the Company, at its election, in accordance with ‎Section 2.03(c) of the Indenture.

The Company shall pay the principal of and interest,

if any, on this Note, if and so long as such Note is a Global Note, in immediately available funds to the Depositary or its nominee, as

the case may be, as the registered Holder of such Note. As provided in and subject to the

Include if a global note.

At such time as the Company notifies the Trustee that the Restrictive Legend is to be removed in accordance with the Indenture, the CUSIP

number for this Note shall be deemed to be [●] in accordance with Applicable Procedures.

Include if a global note.

Include if a physical note.

Include if a global note.

Include if a physical note.

A-3

provisions of the Indenture, the Company shall pay

the principal of any Notes (other than Notes that are Global Notes) at the office or agency designated by the Company for that purpose. The

Company has initially designated the Trustee as its Paying Agent and Note Registrar in respect of the Notes and its Corporate Trust Office

located in the United States of America as a place where Notes may be presented for payment or for registration of transfer and exchange.

Reference is made to the further provisions of

this Note set forth on the reverse hereof, including, without limitation, provisions giving the Holder of this Note the right to convert

this Note into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, on the terms and subject

to the limitations set forth in the Indenture. Such further provisions shall for all purposes have the same effect as though

fully set forth at this place.

This Note, and any claim, controversy or dispute

arising under or related to this Note, shall be construed in accordance with and governed by the laws of the State of New York (without

regard to the conflicts of laws provisions thereof).

In the case of any conflict between this Note and

the Indenture, the provisions of the Indenture shall control and govern.

This Note shall not be valid or become obligatory

for any purpose until the certificate of authentication hereon shall have been signed manually by the Trustee or a duly authorized authenticating

agent under the Indenture.

[Remainder of page intentionally left blank]

A-4

IN WITNESS WHEREOF, the Company has caused this

Note to be duly executed.

CLOUDFLARE,

INC.

By:

Name:

Title:

Dated:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee, certifies that this is one of the Notes described

in the within-named Indenture.

By:

Authorized Signatory

A-5

[FORM OF REVERSE OF NOTE]

Cloudflare, Inc.

0% Convertible Senior Note due 2031

This Note is one of a duly authorized issue of

Notes of the Company, designated as its 0% Convertible Senior Notes due 2031 (the “Notes”), limited to the aggregate

principal amount of $2,500,000,000 all issued or to be issued under and pursuant to an Indenture dated as of August 13, 2026 (the “Indenture”),

between the Company and U.S. Bank Trust Company, National Association (the “Trustee”), to which Indenture and all indentures

supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities

thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal

amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this

Note shall have the respective meanings set forth in the Indenture.

In case certain Events of Default shall have occurred

and be continuing, the principal of, and accrued and unpaid Special Interest, if any, on, all Notes may be declared, by either the Trustee

or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall become, due and payable,

in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture.

Subject to the terms and conditions of the Indenture,

the Company will make all payments and deliveries in respect of the Fundamental Change Repurchase Price on the Fundamental Change Repurchase

Date, the Redemption Price on any Redemption Date and the principal amount on the Maturity Date, as the case may be, to the Holder who

surrenders a Note to a Paying Agent to collect such payments in respect of the Note. The Company will pay cash amounts in money

of the United States that at the time of payment is legal tender for payment of public and private debts.

The Indenture contains provisions permitting the

Company and the Trustee in certain circumstances, without the consent of the Holders of the Notes, and in certain other circumstances,

with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, evidenced

as in the Indenture provided, to execute supplemental indentures modifying the terms of the Indenture and the Notes as described therein. It

is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in aggregate principal amount of the

Notes at the time outstanding may on behalf of the Holders of all of the Notes waive any past Default or Event of Default under the Indenture

and its consequences.

Notwithstanding any other provision of the Indenture

or any provision of this Note, each Holder shall have the contractual right to receive payment or delivery, as the case may be, of (x)

the principal (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) of, (y) accrued and unpaid Special

Interest, if any, on, and (z) the consideration due upon conversion of, this Note, on or after the respective due dates expressed or provided

for in this Note or in the Indenture, and the contractual right to institute suit for the enforcement of any such payment or delivery,

as the case may be, on or after such respective dates, shall not be

A-6

amended without the consent of each Holder, other

than an amendment pursuant to ‎Section 10.01(n) of the Indenture.

The Notes are issuable in registered form without

coupons in denominations of $1,000 principal amount and integral multiples thereof. At the office or agency of the Company

referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, Notes may be exchanged for

a like aggregate principal amount of Notes of other authorized denominations, without payment of any service charge but, if required by

the Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax that may be imposed in connection therewith

as a result of the name of the Holder of the new Notes issued upon such exchange of Notes being different from the name of the Holder

of the old Notes surrendered for such exchange.

Except in the case of a Cleanup Redemption, the

Notes are not subject to redemption prior to August 20, 2029. The Notes shall be redeemable at the Company’s option on

or after August 20, 2029 in accordance with the terms and subject to the conditions specified in the Indenture. No sinking

fund is provided for the Notes.

Upon the occurrence of a Fundamental Change (other

than an Exempted Fundamental Change), the Holder has the right, at such Holder’s option, to require the Company to repurchase for

cash all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or integral multiples thereof) on the Fundamental

Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price.

Subject to the provisions of the Indenture, the

Holder hereof has the right, at its option, during certain periods and upon the occurrence of certain conditions specified in the Indenture,

prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, to convert any Notes or portion

thereof that is $1,000 or an integral multiple thereof, into cash, shares of Common Stock or a combination of cash and shares of Common

Stock, as applicable, at the Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture.

A-7

ABBREVIATIONS

The following abbreviations, when used in the inscription

of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM = as tenants in common

UNIF GIFT MIN ACT = Uniform Gifts to Minors Act

CUST = Custodian

TEN ENT = as tenants by the entireties

JT TEN = joint tenants with right of survivorship and not as tenants

in common

Additional abbreviations may also be used though

not in the above list.

A-8

SCHEDULE A8

SCHEDULE OF EXCHANGES OF NOTES

Cloudflare, Inc.

0% Convertible Senior Notes due 2031

The initial principal amount of this Global Note

is _______ DOLLARS ($[_________]). The following increases or decreases in this Global Note have been made:

Date of exchange

Amount of decrease in principal amount of this Global Note

Amount of increase in principal amount of this Global Note

Principal amount of this Global Note following such decrease or increase

Signature of authorized signatory of Trustee or Custodian

Include if a global note.

A-9

ATTACHMENT 1

[FORM OF NOTICE OF CONVERSION]

To:

U.S. Bank Trust Company, National Association

633 West Fifth Street, 24th Floor

Los Angeles, CA 90071

Attention: Bradley E. Scarbrough (Cloudflare, Inc.)

The undersigned registered owner of this Note hereby

exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below

designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in

accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock

issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted

principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If

any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned,

the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with ‎Section 14.02(d)

and ‎Section 14.02(e) of the Indenture. Any amount required to be paid to the undersigned on account of Special

Interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms

in the Indenture.

Dated: _____________________

________________________________

Signature(s)

___________________________

Signature Guarantee

Signature(s) must be guaranteed

by an eligible Guarantor Institution

(banks, stock brokers, savings and

loan associations and credit unions)

with membership in an approved

signature guarantee medallion program

pursuant to Securities and Exchange

Commission Rule 17Ad-15 if shares

of Common Stock are to be issued, or

Notes are to be delivered, other than

to and in the name of the registered holder.

Fill in for registration of shares if

to be issued, and Notes if to

be delivered, other than to and in the

name of the registered holder:

_________________________

(Name)

_________________________

(Street Address)

_________________________

(City, State and Zip Code)

Please print name and address

Principal amount to be converted (if less than all): $______,000

NOTICE: The above signature(s) of the Holder(s) hereof must

correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

______________________________

Social Security or Other Taxpayer

Identification Number

ATTACHMENT 2

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]

To:

U.S. Bank Trust Company, National Association

633 West Fifth Street, 24th Floor

Los Angeles, CA 90071

Attention: Bradley E. Scarbrough (Cloudflare, Inc.)

The undersigned registered owner of this Note hereby

acknowledges receipt of a notice from Cloudflare, Inc. (the “Company”) as to the occurrence of a Fundamental Change

with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the

registered holder hereof in accordance with ‎Section 15.02 of the Indenture referred to in this Note (1) the entire principal

amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2)

if such Fundamental Change Repurchase Date does not fall during the period after a Special Interest Record Date and on or prior to the

corresponding Special Interest Payment Date, accrued and unpaid Special Interest, if any, thereon to, but excluding, such Fundamental

Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the

Indenture.

In the case of Physical Notes, the certificate

numbers of the Notes to be repurchased are as set forth below:

Dated: _______________________

________________________________

Signature(s)

_________________________

Social Security or Other Taxpayer

Identification Number

Principal amount to be repaid (if less than all): $______,000

NOTICE: The above signature(s) of the Holder(s) hereof must

correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

ATTACHMENT 3

[FORM OF ASSIGNMENT AND TRANSFER]

To:

U.S. Bank Trust Company, National Association

633 West Fifth Street, 24th Floor

Los Angeles, CA 90071

Attention: Bradley E. Scarbrough (Cloudflare, Inc.)

For value received ____________________________ hereby sell(s), assign(s)

and transfer(s) unto __________________(Please insert social security or Taxpayer Identification Number of assignee) the within Note,

and hereby irrevocably constitutes and appoints __________________attorney to transfer the said Note on the books of Cloudflare,

Inc. (the “Company”), with full power of substitution in the premises.

In connection with any transfer of the within Note occurring prior

to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such Note is

being transferred:

☐ To

the Company or a subsidiary thereof; or

☐ Pursuant

to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or

☐ Pursuant

to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or

☐ Pursuant

to and in compliance with Rule 144 under the Securities Act of 1933, as amended, or any other available exemption from the registration

requirements of the Securities Act of 1933, as amended.

Dated: _______________________

________________________________

Signature(s)

________________________________

Signature Guarantee

Signature(s) must be guaranteed by an

eligible Guarantor Institution (banks, stock

brokers, savings and loan associations and

credit unions) with membership in an approved

signature guarantee medallion program pursuant

to Securities and Exchange Commission

Rule 17Ad-15 if Notes are to be delivered, other

than to and in the name of the registered holder.

NOTICE: The signature on the assignment must correspond with the name

as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: dp251721_ex1001.htm · Sequence: 3

Exhibit 10.1

[_________]1

To:

Cloudflare, Inc.

101 Townsend Street

San Francisco, California 94107

From:

[__________]

Re:

[Base]2[Additional]3 Capped Call Transaction

Ref. No:

[__________]4

Date:

[_______], 2026

Dear Ladies and Gentlemen:

The purpose of this communication

(this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on

the Trade Date specified below (the “Transaction”) between [___________] (“Dealer”)[, represented

by [_________] (“Agent”) as its agent,] and Cloudflare, Inc. (“Counterparty”). This communication

constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

1. This Confirmation is subject

to, and incorporates, the definitions and provisions of the 2006 ISDA Definitions (the “2006 Definitions”) and the

definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together

with the 2006 Definitions, the “Definitions”), in each case, as published by the International Swaps and Derivatives

Association, Inc. (“ISDA”). In the event of any inconsistency between the 2006 Definitions and the Equity

Definitions, the Equity Definitions will govern and in the event of any inconsistency between terms defined in the Equity Definitions

and this Confirmation, this Confirmation shall govern.

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 be subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master 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 substantially the form attached hereto as Schedule

1 as a Credit Support Document, (iii) the election of Guarantor as Credit Support Provider in relation to Dealer and (iv)]5

[and (ii)] the election that the “Cross Default” provisions of Section 5(a)(vi) of the Agreement shall apply to Dealer, (a) with

a Threshold Amount” of 3% of the shareholders’ equity of Dealer on the Trade Date, (b) “Specified Indebtedness”

having the meaning set forth in Section 14 of the Agreement, except that it shall not include any obligation in respect of deposits received

in the ordinary course of Dealer’s banking business, (c) the phrase “, or becoming capable at such time of being declared,”

shall be deleted from clause (1) of such Section 5(a)(vi) of the Agreement, and (d) the following sentence shall be added to the end

of Section 5(a)(vi) of the Agreement: “Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute

an Event of Default if (i) the default was caused solely by error or omission of an administrative or operational nature; (ii) funds

were available to enable the relevant party to make payment when due; and (iii) the payment is made within two Local Business Days of

such party’s receipt of written notice of its failure to pay.”).

Include Dealer name, address and logo

Include for base call option.

Include for additional call option.

If applicable

Requested if Dealer is not the highest rated entity in group, typically from Parent.

All provisions contained in,

or incorporated by reference to, the Agreement will govern this Confirmation except as expressly modified herein. In the event

of any inconsistency between this Confirmation and either the Definitions or the Agreement, this Confirmation shall govern.

The Transaction hereunder

shall be the sole Transaction under the Agreement. If there exists any ISDA Master Agreement between Dealer and Counterparty or any confirmation

or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between Dealer and Counterparty,

then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to

which Dealer and Counterparty are parties, the Transaction shall not be considered a Transaction under, or otherwise governed by, such

existing or deemed ISDA Master Agreement.

2. The Transaction constitutes

a Share Option Transaction for purposes of the Equity Definitions. The terms of the particular Transaction to which this Confirmation

relates are as follows:

General Terms:

Trade Date:

August [•], 2026

Effective Date:

August [•], 2026, or such other date as agreed by the parties in writing.

Components:

The Transaction will be divided into individual Components, each with the terms set forth in this Confirmation, and, in particular, with the Number of Options and Expiration Date set forth in Annex A to this Confirmation. The exercise, valuation and settlement of the Transaction will be effected separately for each Component as if each Component were a separate Transaction under the Agreement.

Option Style:

“European”, as described under “Procedures for Exercise” below.

Option Type:

Call

Seller:

Dealer

Buyer:

Counterparty

The Class A common stock of Counterparty, par value USD 0.001 (Ticker Symbol: “NET”).

Number of Options:

For each Component, as provided in Annex A to this Confirmation.6

Option Entitlement:

One Share Per Option

Strike Price:

USD [_____]

Cap Price:

USD [_____]; provided that in no event shall the Cap Price be reduced to an amount less than the Strike Price in connection with any adjustment by the Calculation Agent under this Confirmation.

Number of Shares:

As of any date, a number of Shares equal to the product of (i) the Number of Options and (ii) the Option Entitlement.

Premium:

USD [_____] (Premium per Option approximately USD [_____]); Dealer and Counterparty hereby agree that notwithstanding anything to the contrary herein or in the Agreement, following the payment of the

For the base capped call, the total should be equal to (i) the number of Convertible Notes

in principal amount of $1,000 initially issued on the closing date for the Convertible Notes (excluding any Convertible Notes sold pursuant

to the over-allotment option) multiplied by (ii) the initial conversion rate. For the additional capped call, the

total should be equal to (i) the number of additional Convertible Notes in principal amount of $1,000 multiplied by (ii) the

initial conversion rate.

Premium, in the event that (a) an Early Termination Date (whether as a result of an Event of Default or a Termination Event) (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement that is within the Counterparty’s control) occurs or is designated with respect to any Transaction and, as a result, Counterparty owes to Dealer the amount calculated under Section 6(d) and Section 6(e) or otherwise under the Agreement (calculated as if the Transaction terminated on such Early Termination Date were the sole Transaction under the Agreement) or (b) Counterparty owes to Dealer, pursuant to Sections 12.2, 12.3, 12.6, 12.7, 12.8 or 12.9 of the Equity Definitions or otherwise under the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero.

Premium Payment Date:

The Effective Date

Exchange:

The New York Stock Exchange

Related Exchange:

All Exchanges; provided that Section 1.26 of the Equity Definitions shall be amended to add the words “United States” before the word “exchange” in the tenth line of such Section.

Procedures for Exercise:

Expiration Time:

The Valuation Time

Expiration Date:

For any Component, subject to the final sentence of this paragraph, as provided in Annex A to this Confirmation (or, if such date is not a Scheduled Valid Day, the next following Scheduled Valid Day that is not already an Expiration Date for another Component); provided that if that date is a Disrupted Day, the Expiration Date for such Component shall be the first succeeding Scheduled Valid Day that is not a Disrupted Day and is not or is not deemed to be an Expiration Date in respect of any other Component of the Transaction hereunder; and provided further that in no event shall the Expiration Date be postponed to a date later than the Final Termination Date and, notwithstanding anything to the contrary in this Confirmation or the Equity Definitions, the Relevant Price for such Expiration Date that occurs on the Final Termination Date and is a Disrupted Day shall be the prevailing market value per Share determined by the Calculation Agent in a good faith and commercially reasonable manner. Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Expiration Date, the Calculation Agent may determine in a good faith and commercially reasonable manner that such Expiration Date is a Disrupted Day only in part, in which case the Calculation Agent shall make commercially reasonable adjustments to the Number of Options for the relevant Component for which such day shall be the Expiration Date, shall designate the Scheduled Valid Day determined in the manner described in the immediately preceding sentence as the Expiration Date for the remaining Options for such Component and may determine the Relevant Price in a commercially reasonable manner based on transactions in the Shares on such Disrupted Day taking into account the nature and duration of such Market Disruption Event on such day. Any Scheduled Valid Day on which, as of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be a Scheduled Valid Day; if a closure of the Exchange prior to its normal close of trading on any Scheduled Valid Day is scheduled following the date hereof, then such Scheduled Valid Day shall be deemed to be a Disrupted Day in full. Section 6.6 of the Equity Definitions shall not apply to any Valuation Date occurring on an

Expiration Date. Notwithstanding the foregoing, if, after the Trade Date and prior to the Expiration Date for the Component with the earliest scheduled Expiration Date, (x) the Expiration Date of any Component ceases to be a Scheduled Valid Day or (y) a new Scheduled Valid Day is expected to occur after the Expiration Date for the Component with the earliest scheduled Expiration Date and before the Expiration Date for the Component with the latest scheduled Expiration Date (whether, as the case may be, as the result of the introduction of a new or change to an existing holiday on the Exchange or otherwise), the Calculation Agent shall adjust the Expiration Date of one or more of the Components to ensure that the Expiration Dates of all Components are consistent with the expected dates of the “Observation Period” (as such term is defined in Counterparty’s indenture (the “Indenture”) [to be]7 dated August [•], 2026 between Counterparty and U.S. Bank, National Association, as Trustee, pursuant to which Counterparty will issue its [__]% Convertible Senior Notes due 2031 (the “Convertible Notes”)) for conversions of the Convertible Notes occurring on or after May 15, 2031.

Final Termination Date:

[October 9, 2031]8

Automatic Exercise:

Applicable, which means that the Number of Options for the relevant Component will be deemed to be automatically exercised at the Expiration Time on the Expiration Date for such Component if at such time such Component is In-the-Money, unless Buyer notifies Seller (in writing) prior to the Expiration Time on such Expiration Date that it does not wish Automatic Exercise to occur with respect to such Component, in which case Automatic Exercise will not apply with respect to such Component. “In-the-Money” means, in respect of any Component, that the Relevant Price on the Expiration Date for such Component is greater than the Strike Price for such Component.

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 a good faith and commercially reasonable manner.

Valuation Date:

For any Component, the Expiration Date therefor.

Market Disruption Event:

Section 6.3(a) of the Equity Definitions is hereby

amended by deleting the words “during the one hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in

Valuation Time or Knock-out Valuation Time, as the case may be,” in clause (ii) thereof.

Section 6.3(d) of the Equity Definitions is hereby

amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.

For the avoidance of doubt, a restriction on trading imposed solely by Rule 201 of Regulation SHO shall not constitute, or give rise to,

a Market Disruption Event.

Settlement Terms:

Settlement Method Election:

Applicable; provided that (a) Section 7.1 of the Equity Definitions is hereby amended by replacing the term “Physical Settlement” with the term “Net Share Settlement”, (b) Counterparty must make a single irrevocable election for all Components and (c) if Counterparty is electing Cash Settlement, such Settlement Method Election would be effective only if Counterparty represents and warrants to Dealer in

Include if the Indenture is not completed at the time of the Confirmation.

To be 40 Scheduled Trading Days following the last scheduled Expiration Date.

writing on the date of such Settlement Method

Election that (i) Counterparty is not in possession of any material non-public information regarding Counterparty or the Shares, and (ii)

such election is being made in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.

Without limiting the generality of the foregoing,

Counterparty acknowledges its responsibilities under applicable securities laws, and in particular Sections 9 and 10(b) of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder in respect

of such election.

Electing Party:

Counterparty

Settlement Method Election Date:

The second Scheduled Valid Day prior to the scheduled Expiration Date for the Component with the earliest scheduled Expiration Date.

Default Settlement Method:

Net Share Settlement

Net Share Settlement:

With respect to any Component, if Net Share Settlement

is applicable to the Options exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the Settlement Date, a number

of Shares (the “Net Share Settlement Amount”) equal to (i) the Daily Option Value on the Expiration Date of such Component

divided by (ii) the Relevant Price on such Expiration Date.

Dealer will deliver cash in lieu of any fractional

Shares to be delivered with respect to any Net Share Settlement Amount valued at the Relevant Price for the Expiration Date of such Component.

Cash Settlement:

With respect to any Component, if Cash Settlement is applicable to the Options exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the Settlement Date, an amount of cash (the “Cash Settlement Amount”) equal to the Daily Option Value on the Expiration Date of such Component.

Daily Option Value:

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

Valid Day:

A day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on the Exchange. If the Shares are not listed, quoted or traded on any U.S. securities exchange or any other market, “Valid Day” means a Business Day.

Scheduled Valid Day:

A day that is scheduled to be a Valid Day on the Exchange. If the Shares are not listed, quoted or traded on any U.S. securities exchange or any other market, “Scheduled Valid Day” means a Business Day.

Business Day:

Any day other than a Saturday, a Sunday or other day on which banking institutions are authorized or required by law, regulation or executive order to close or be closed in the State of New York.

Relevant Price:

On any Valid Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page

“NET <equity> AQR” (or its equivalent successor if such page is not available) (the “VWAP”) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Valid Day (or if such volume-weighted average price is unavailable at such time, the market value of one Share on such Valid Day, as determined by the Calculation Agent in a good faith and commercially reasonable manner using, if practicable, a volume-weighted average method substantially similar to the method for determining the VWAP). 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 Date:

For all Components of the Transaction, the date one Settlement Cycle immediately following the Expiration Date for the Component with the latest scheduled Expiration Date.

Settlement Currency:

USD

Other Applicable Provisions:

The provisions of Sections 9.1(c), 9.8, 9.9, 9.11 and 9.12 of the Equity Definitions will be applicable, except that all references in such provisions to “Physical Settlement” shall be read as references to “Net Share Settlement.”

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, obligations 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”)).

Class C Split:

The transactions described in clause (i) of the definition of “Class C Split” set forth in Counterparty’s Proxy Statement pursuant to Section 14(a) of the Exchange filed with the Securities and Exchange Commission on June 9, 2026.

Proxy Transactions:

The transactions described in “Proposal Four” of Counterparty’s Proxy Statement pursuant to Section 14(a) of the Exchange filed with the Securities and Exchange Commission on June 9, 2026.

Adjustments:

Method of Adjustment:

Calculation Agent Adjustment; provided that the parties agree that (x) open market Share repurchases at prevailing market prices and (y) Share repurchases through a dealer pursuant to accelerated share repurchases, forward contracts or similar transactions (including, without limitation, any discount to average VWAP prices) that are entered into at prevailing market prices and in accordance with customary market terms for transactions of such type to repurchase the Shares shall not be considered Potential Adjustment Events; provided, further, that, the entry into any such open market Share repurchases, accelerated share repurchase transaction, forward contract or similar transaction described in the immediately preceding proviso shall constitute a Potential Adjustment Event to the extent that, after giving effect to such transaction the aggregate number of Shares repurchased during the term of the Transaction pursuant to all such transactions described in the immediately preceding proviso would exceed 30% of the greater of (1)

the number of Shares outstanding as of the Trade Date and (2) the number of Shares outstanding as of the Issuer’s most recently completed fiscal quarter, in each case as determined by the Calculation Agent. In addition, the parties hereto agree and acknowledge that none of the Proxy Transactions shall constitute a Potential Adjustment Event.

Extraordinary Events:

New Shares:

In the definition of New Shares in Section 12.1(i) of the Equity Definitions, (a) the text in clause (i) thereof shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of The New York Stock Exchange, The Nasdaq Global Market or The Nasdaq Global Select Market (or their respective successors),” and (b) the following phrase shall be inserted immediately prior to the period: “and (iii) of a corporation organized under the laws of the United States, any State thereof or the District of Columbia that agrees to be subject to Sections 8(d) and 8(e) of the Confirmation governing the Transaction, in either case, following such Merger Event or Tender Offer”.

Merger Events:

Applicable. For the avoidance of doubt, the parties hereto agree and acknowledge that the consummation of the Class C Split shall be a Merger Event.

Consequences of Merger Events:

(a) Share-for-Share:

For the Class C Split, Alternative Obligation, which, for greater clarity, means, upon consummation of the Class C Split (w) Class A common stock of Counterparty, par value USD 0.001 (the “Class A Common Stock”) and the Class C common stock of Counterparty, par value USD 0.001 (the “Class C Common Stock”) shall together be the “Shares,” (x) each reference to “Relevant Price” shall refer to the sum of the Relevant Price of the Class A Common Stock and the Relevant Price of the Class C Common Stock, (y) the Option Entitlement shall be one share of Class A Common Stock and one share of Class C Common Stock per Option and (z) the Calculation Agent shall make any solely mechanical changes to the Transaction necessary to implement, and give effect to, the adjustments described in clauses (x), (y) and (z). For all other Merger Events, Modified Calculation Agent Adjustment.

(b) Share-for-Other:

Cancellation and Payment (Calculation Agent Determination)

Cancellation and Payment (Calculation Agent Determination); provided that the Calculation Agent may elect Component Adjustment for all or part of the Transaction

Tender Offer:

Applicable; provided that the definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions will be amended by replacing the phrase “greater than 10% and less than 100% of the outstanding voting shares of the Issuer” in the third and fourth line thereof with “greater than 20% and less than 100% of the outstanding Shares of the Counterparty”. In addition, Section 12.1(e) of the Equity Definitions shall be amended by replacing “voting shares” in the first line thereof with “Shares”, and Section 12.1(l) of the Equity Definitions shall be amended by replacing “voting shares” in the fifth line thereof with “Shares”. For the avoidance of doubt, the parties hereto agree and acknowledge that none of the Proxy Transactions shall constitute a Tender Offer.

Consequences of Tender Offers:

(a) Share-for-Share:

Modified Calculation Agent Adjustment

(b) Share-for-Other:

Modified Calculation Agent Adjustment

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” in the definition of Modified Calculation Agent Adjustment set forth in Section 12.3(d), (y) the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” in the third and fourth lines of the definition of Modified Calculation Agent Adjustment set forth in Section 12.3(d) shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)” and the words “whether within a commercially reasonable (as determined in good faith by the Calculation Agent) period of time prior to or after the Announcement Event” shall be inserted prior to the word “which” in the seventh line, and (z) for the avoidance of doubt, the Calculation Agent shall, in good faith and a commercially reasonable manner, determine whether the relevant Announcement Event has had a material economic effect on the Transaction and, if so, shall adjust the Cap Price accordingly to take into account such economic effect 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 (i) any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event and shall not be duplicative with any other adjustment or cancellation valuation made pursuant to this Confirmation, the Equity Definitions or the Agreement and (ii) in making any adjustment the Calculation Agent shall solely take into account changes in stock price, volatility, expected dividends, stock loan rate, and liquidity relevant to the Shares or to such Transaction. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable; provided further that upon the Calculation Agent making an adjustment, determined in a commercially reasonable manner, to the Cap Price upon any Announcement Event, then the Calculation Agent shall make an adjustment to the Cap Price upon any announcement regarding the same event that gave rise to the original Announcement Event regarding the abandonment of any such event to the extent necessary to reflect the economic effect of such subsequent announcement on the Transaction (provided that in no event shall the Cap Price be less than the Strike Price). Dealer acknowledges that an adjustment required to be made by the Calculation Agent in respect of an Announcement Event may result in an increase to the Cap Price.

Announcement Event:

(i) The public announcement (whether by Counterparty or a Valid Third Party Entity) of any Merger Event or Tender Offer, or the public announcement by Counterparty of any intention to enter into a Merger Event or Tender Offer, (ii) the public announcement (whether by Counterparty or a Valid Third Party Entity) of any potential acquisition or disposition by Counterparty and/or its subsidiaries where the consideration (excluding, for the avoidance of doubt, any consideration in the form of earn-outs or bona fide other arrangements for consideration payable post-closing of such acquisition or disposition contingent upon the satisfaction of specified facts or conditions) exceeds 35% of the market capitalization of the Counterparty as of the date of such announcement (an “Acquisition Transaction”), (iii) the public

announcement (whether by Counterparty or a Valid Third Party Entity) of an intention by Counterparty or such Valid Third Party Entity to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender Offer, or (iv) any subsequent public announcement (whether by Counterparty or a Valid Third Party Entity) of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i), (ii) or (iii) of this sentence (including, without limitation, a new announcement 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); provided that, 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,” “Merger Event” shall have the meaning set forth in Section 12.1(b) of the Equity Definitions; provided that the portion of such definition following the definition of “Reverse Merger” shall be disregarded. For the avoidance of doubt, the parties hereto agree and acknowledge that no announcement with respect to the Proxy Transactions shall constitute an Announcement Event.

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 whose announcement is reasonably determined by the Calculation Agent to have had a material economic effect (as reasonably determined by the Calculation Agent) on the Shares and/or options on the Shares.

Notice of Merger Consideration and Consequences:

Upon the occurrence of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), Counterparty shall reasonably promptly (but in any event prior to the relevant Merger Date) notify the Calculation Agent of (i) the type and amount of consideration that a holder of Shares would have been entitled to in the case of reclassifications, consolidations, mergers, sales or transfers of assets or other transactions that cause Shares to be converted into the right to receive more than a single type of consideration and (ii) the weighted average of the types and amounts of consideration to be received by the holders of Shares that affirmatively make such an election.

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 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 such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange.

Additional Disruption Events:

(a) 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 interpretation”, (ii) adding the phrase “and/or type of Hedge Position that would be entered into by a commercially reasonable dealer” after the word “Shares” in clause (X) thereof, (iii) immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date assuming

the dealer maintains a commercially reasonable

hedge position” and (iv) adding the words “provided that, in the case of clause (Y) hereof and any law, regulation or interpretation,

the consequence of such law, regulation or interpretation is applied in a substantially consistent manner by Dealer to counterparties

similarly situated to Counterparty and transactions similar to the Transaction” after the semi-colon in the last line thereof.

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.

(b) Failure to Deliver:

Applicable

(d) Hedging Disruption:

Applicable; provided that Section 12.9(b)(iii)

of the Equity Definitions is hereby amended by (a) inserting in the third line thereof, after the words “to terminate the Transaction”,

the words “or a portion of the Transaction affected by such Hedging Disruption” and (b) inserting the following language at

the end of such Section:

“; provided that any such inability

that occurs solely due to the deterioration of the creditworthiness of the Hedging Party shall not be deemed a Hedging Disruption”.

For the avoidance of doubt, the parties hereto

agree and acknowledge that none of the Proxy Transactions shall constitute or give rise to a Hedging Disruption.

(e) 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.

Hedging Party:

Dealer.

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 Determining Party were the Calculation Agent.

Following any determination or calculation by

Determining Party hereunder, upon a written request by Counterparty, Determining Party will promptly (but in any event within five (5)

Scheduled Trading Days) provide to Counterparty in writing 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 or calculation (including any assumptions used in making

such determination or calculation), it being understood that in no event will Determining Party be obligated to share with Counterparty

any proprietary or confidential data or information or any proprietary or confidential models used by it in making such determination

or calculation or any information that is subject to an obligation not to disclose such information.

Non-Reliance:

Applicable

Agreements and Acknowledgments Regarding Hedging Activities:

Applicable

Additional Acknowledgments:

Applicable

3. Calculation

Agent:

Dealer; provided that, following the occurrence and during the continuance of an Event of Default pursuant to

Section 5(a)(vii) of the Agreement with respect to which Dealer is the sole Defaulting Party, Counterparty shall have the right to designate

a nationally recognized third party dealer in over-the-counter corporate equity derivatives to replace Dealer as the Calculation Agent,

and the parties shall work in good faith to execute any appropriate documentation required by such replacement Calculation Agent.

All adjustments, determinations

and calculations made by the Calculation Agent shall be made in good faith and in a commercially reasonable manner, and by reference to

the effect on Dealer assuming the Dealer maintains a commercially reasonable hedge position with respect to the Transaction. Following

any adjustment, determination or calculation by the Calculation Agent hereunder, upon a written request by Counterparty, the Calculation

Agent will promptly (but in any event within five (5) Scheduled Trading Days) provide to Counterparty in writing a report (in a commonly

used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such adjustment, determination

or calculation (including a description of such assumed hedge position, if relevant, and any assumptions used in making such adjustment,

determination or calculation), it being understood that in no event will the Calculation Agent be obligated to share with Counterparty

any proprietary or confidential data or information or any proprietary or confidential models used by it in making such adjustment, determination

or calculation or any information that is subject to an obligation not to disclose such information.

4. Account Details:

Dealer Payment Instructions:

[Bank:]

[_________]

[SWIFT:]

[_________]

[Bank Routing:]

[_________]

[Acct Name:]

[_________]

[Acct No.:]

[_________]

Counterparty Payment Instructions: To be advised.

5. Offices:

The Office of Dealer for

the Transaction is: [New York, New York]

The Office of Counterparty for the Transaction is: Inapplicable,

Counterparty is not a Multibranch Party.

6. Notices: For purposes of this

Confirmation:

(a) Address for notices or communications to Counterparty:

To:

[_________]

Attention:

[_________]

Telephone:

[_________]

Email:

[_________]

(b) Address for notices or communications to Dealer:

To:

[_________]

Attention:

[_________]

Telephone:

[_________]

Email:

[_________]

With a copy to:

To:

[_________]

Attention:

[_________]

Telephone:

[_________]

Email:

[_________]

For the avoidance of doubt, any notice or other communication

delivered by electronic messaging system, e-mail or facsimile transmission shall be deemed to be “in writing.”

7. Representations, Warranties and Agreements:

(a) In addition to the representations

and warranties in the Agreement and those contained elsewhere herein, Counterparty represents and warrants to and for the benefit of,

and agrees with, Dealer as follows:

(i) On the Trade

Date (A) none of Counterparty and its officers and directors is aware of any material non-public information regarding Counterparty or

the Shares, and (B) all reports and other documents filed by Counterparty with the Securities and Exchange Commission pursuant to the

Exchange Act when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained

in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact

required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made,

not misleading.

(ii) On

the Trade Date, (A) the Shares or securities that are convertible into, or exchangeable or exercisable for Shares, are not, and shall

not be, subject to a “restricted period,” as such term is defined in Regulation M under the Exchange Act (“Regulation

M”), and (B) Counterparty is not engaged in any “distribution,” as such term is defined in Regulation M, other than

a distribution meeting the requirements of the exceptions set forth in Rules 101(b)(10) and 102(b)(7) or Rule 102(c)(1)(i) of Regulation

(iii) On the Trade

Date, neither Counterparty nor any “affiliated purchaser” (each as defined in Rule 10b-18 of the Exchange Act (“Rule

10b-18”)) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument)

purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any

Shares (or an equivalent

interest, including

a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable

or exercisable for Shares, except through Dealer.

(iv) Without limiting

the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that neither Dealer nor any of its affiliates is making

any representations or warranties or taking any position or expressing any view with respect to the treatment of the Transaction under

any accounting standards including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, or ASC

Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging – Contracts in Entity’s

Own Equity (or any successor issue statements).

(v) Without

limiting the generality of Section 3(a)(iii) of the Agreement, the Transaction will not violate Rule 13e-1 or Rule 13e-4 under the Exchange

Act.

(vi) Prior to the

Trade Date, upon request by Dealer, Counterparty shall deliver to Dealer a copy of the resolutions of Counterparty’s board of directors

authorizing the Transaction.

(vii) Counterparty

is not entering into this Confirmation to create actual or apparent trading activity in the Shares (or any security convertible into or

exchangeable for Shares) or to manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) or otherwise

in violation of the Exchange Act.

(viii) Counterparty

is not, and after giving effect to 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.

(ix) On each of

the Trade Date, the Premium Payment Date and immediately after giving effect to the Transaction on the Premium Payment Date, (A) the present

fair market value (or present fair saleable value) of the total assets of Counterparty is not less than the total amount required to pay

the probable total liabilities (including contingent liabilities) of Counterparty as they mature and become absolute, (B) the capital

of Counterparty is adequate to conduct its business in the manner described in the offering memorandum relating to the sale of the Convertible

Notes 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 aggregate Number of Shares for the

Transaction in compliance with the laws of the jurisdiction of Counterparty’s incorporation.

(x) To Counterparty’s

knowledge, no U.S. state or local 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; provided that no such representation shall

be made by Counterparty with respect to any rules and regulations applicable to Dealer (including those of the Financial Industry Regulatory

Authority, Inc.) arising from Dealer’s status as a regulated entity under applicable law.

(xi) [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, (C) has total assets of at least USD 50 million

as of the date hereof.]9

NTD: Include as appropriate if Dealer requires a FINRA institutional suitability rep.

(b) Each of Dealer and Counterparty

agrees and represents that it is an “eligible contract participant” as defined in Section 1a(18) of the U.S. Commodity Exchange

Act, as amended.

acknowledges that the offer and sale of the Transaction to it is intended to be exempt from registration under the Securities Act, by

virtue of Section 4(a)(2) thereof. Accordingly, Counterparty represents and warrants to Dealer that (i) it has the financial

ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment and its investments

in and liabilities in respect of the Transaction, which it understands are not readily marketable, are not disproportionate to its net

worth, and it is able to bear any loss in connection with the Transaction, including the loss of its entire investment in the Transaction,

(ii) it is an “accredited investor” as that term is defined in Regulation D as promulgated under the Securities Act, (iii)

it is entering into the Transaction for its own account and without a view to the distribution or resale thereof, (iv) the assignment,

transfer or other disposition of the Transaction has not been and will not be registered under the Securities Act and is restricted under

this Confirmation, the Securities Act and state securities laws, and (v) its financial condition is such that it has no need for liquidity

with respect to its investment in the Transaction and no need to dispose of any portion thereof to satisfy any existing or contemplated

undertaking or indebtedness and is capable of assessing the merits of and understanding (on its own behalf or through independent professional

advice), and understands and accepts, the terms, conditions and risks of the Transaction.

(d) Each of Dealer and Counterparty

agrees and acknowledges that Dealer is a “financial institution,” “swap participant” and “financial participant”

within the meaning of Sections 101(22), 101(53C) and 101(22A) of the Bankruptcy Code. The parties hereto further agree and acknowledge

(A) that this Confirmation is (i) a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code,

with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” “payment

amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “settlement

payment” within the meaning of Section 546 of the Bankruptcy Code, and (ii) a “swap agreement,” as such term is defined

in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination

value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy

Code and a “transfer” within the meaning of Section 546 of the Bankruptcy Code, and (B) that Dealer is entitled to the protections

afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 548(d)(2), 555, 560 and

561 of the Bankruptcy Code.

(e) As a condition to the

effectiveness of the Transaction, Counterparty shall deliver to Dealer an opinion of counsel, dated as of the Effective Date and reasonably

acceptable to Dealer in form and substance, with respect to the matters set forth in Section 3(a)(i), (ii) and (iii) of the Agreement.

(f) Counterparty understands

that notwithstanding any other relationship between Counterparty and Dealer and its affiliates, in connection with the Transaction and

any other over-the-counter derivative transactions between Counterparty and Dealer or its affiliates, Dealer or its affiliates is acting

as principal and is not a fiduciary or advisor in respect of any such transaction, including any entry, exercise, amendment, unwind or

termination thereof.

(g) Each party acknowledges

and agrees to be bound by the Conduct Rules of the Financial Industry Regulatory Authority, Inc. applicable to transactions in options,

and further agrees not to violate the position and exercise limits set forth therein.

(h) [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”.]10

8. Other Provisions:

NTD: Include as appropriate if Dealer is required by applicable b-d regulations / FINRA rules to provide options disclosure to its customers.

(a) Right to Extend. Dealer

may divide any Component into additional Components and designate the Expiration Date and the Number of Options for each such Component

if Dealer determines, in good faith and a commercially reasonable manner, that such further division would be necessary or advisable to

preserve a commercially reasonable dealer’s hedging or hedge unwind activity with respect to the Transaction in light of existing

liquidity conditions or to enable such a dealer to purchase or sell Shares or enter into swap or other derivatives transactions with respect

to Shares in connection with its hedging, hedge unwind or settlement activity with respect to the Transaction in a manner that would,

if such dealer were Counterparty or an affiliated purchaser of Counterparty, be compliant and consistent with applicable legal, regulatory

or self-regulatory requirements generally applicable to transactions of the type of the Transaction; provided that in no event

shall any Expiration Date for any Component be postponed to a date later than the Final Termination Date.

(b) Additional Termination

Events. Promptly (but in any event within ten Scheduled Trading Days) following any repurchase, redemption, exchange

or conversion of any of the Convertible Notes, Counterparty may notify Dealer in writing of (i) such repurchase, redemption, exchange

or conversion, (ii) the number of Convertible Notes so repurchased, redeemed, exchanged or converted and (iii) the number of Shares underlying

each USD 1,000 principal amount of Convertible Notes (any such notice, a “Repurchase Notification” and any such event,

a “Repurchase Event”)[; provided that any “Repurchase Notification” delivered to Dealer pursuant

to the Base Capped Call Transaction Confirmation letter agreement dated August [•], 2026 between Dealer and Counterparty (the “Base

Call Option Confirmation”) shall be deemed to be a Repurchase Notification pursuant to this Confirmation and the terms of such

Repurchase Notification shall apply, mutatis mutandis, to this Confirmation]11. Notwithstanding anything

to the contrary in this Confirmation, the receipt by Dealer from Counterparty of (x) any Repurchase Notification, within the applicable

time period set forth in the preceding sentence, and (y) a written representation and warranty by Counterparty that, as of the date of

such Repurchase Notification, Counterparty is not in possession of any material non-public information regarding Counterparty or the

Shares, shall constitute an Additional Termination Event as provided in this paragraph. Upon receipt of any such Repurchase Notification

and the related written representation and warranty, Dealer shall promptly designate an Exchange Business Day following receipt of such

Repurchase Notification as an Early Termination Date with respect to the portion of the Transaction corresponding to a number of Options

(the “Repurchase Options”) equal to the lesser of (A) [(x)] [ ]12% of the aggregate number

of Shares underlying the number of Convertible Notes specified in such Repurchase Notification, divided by the Option Entitlement[,

minus (y) the number of “Repurchase 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, and as defined in,

the Base Call Option Confirmation will be among the Repurchase Options hereunder or under, and as defined in, the Base Call Option Confirmation,

the number of Convertible Notes specified in such Repurchase Notification shall be allocated first to the Base Call Option Confirmation

until all Options thereunder are exercised or terminated)]13 and (B) the aggregate Number of Options as of the date Dealer

designates such Early Termination Date and, as of such date, the aggregate Number of Options shall be reduced by the number of Repurchase

Options on a pro rata basis across all Components, as determined by the Calculation Agent. 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 an aggregate Number of Options equal to the number of Repurchase 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.

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 all holders of Shares consists solely of cash, (ii) a 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, which Event of Default or Termination Event resulted from an event or events within the Counterparty’s

control), and if Dealer would owe any amount to Counterparty pursuant to Section 6(d)(ii) and 6(e) of the Agreement or any Cancellation

Amount pursuant to Article

Include in Additional Call Option Confirmation only.

Include Dealer’s percentage allocation of the overall capped call transaction.

Include in Additional Call Option Confirmation only.

12 of the Equity Definitions

(any such amount, a “Payment Obligation”), then Dealer shall satisfy the Payment Obligation by the Share Termination

Alternative (as defined below) unless (a) Counterparty gives irrevocable telephonic notice to Dealer, confirmed in writing within one

Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer Date, Announcement Date (in the

case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable, of its election that

the Share Termination Alternative shall not apply, (b) as of the date of such election, Counterparty represents that is not in possession

of any material non-public information regarding Counterparty or the Shares, and that such election is being made in good faith and not

as part of a plan or scheme to evade compliance with the federal securities laws, and (c) Dealer agrees, in its commercially reasonable

discretion, to such election, in which case the provisions of Section 12.7 or Section 12.9 of the Equity Definitions, or the provisions

of Section 6(d)(ii) and 6(e) of the Agreement, as the case may be, shall apply.

Share Termination Alternative:

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

Share Termination Delivery Property:

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

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 a variety of factors, including the market price of the Share Termination Delivery Units and/or the purchase price paid in connection with the commercially reasonable 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 of this Confirmation 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 the Share Termination Alternative is applicable to the Transaction.

(d) Disposition of Hedge

Shares. Counterparty hereby agrees that if, in the good faith reasonable judgment of Dealer, based on the advice of

legal counsel, the Shares acquired by Dealer for the purpose of hedging its obligations pursuant to the Transaction (the “Hedge

Shares”) cannot be sold in the U.S. public market by Dealer without registration under the Securities Act, Counterparty shall,

at its election: (i) in order to allow Dealer to sell the Hedge Shares in a registered offering, use its commercially reasonable efforts

to make available to Dealer an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and

(A) enter into an agreement, in form and substance reasonably satisfactory to Dealer, substantially in the form of an underwriting agreement

for a registered offering for companies of a similar size in a similar industry, (B) provide accountant’s “comfort”

letters in customary form for registered offerings of equity securities for companies of a similar size in a similar industry, (C) provide

disclosure opinions of nationally recognized outside counsel to Counterparty in customary form for registered offerings of equity securities

for companies of a similar size in a similar industry, (D) provide other customary opinions, certificates and closing documents customary

in form for registered offerings of equity securities for companies of a similar size in a similar industry and (E) afford Dealer a reasonable

opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings

of equity securities for companies of a similar size in a similar industry; provided, however, that, if Counterparty elects clause

(i) above but Dealer, in its commercially 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 Section 8(d) shall apply at the election of Counterparty; (ii) in order to allow Dealer to sell the Hedge Shares

in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary

for private placements of equity securities of companies of a similar size in a similar industry, in form and substance commercially reasonably

satisfactory to Dealer using reasonable best efforts to include customary representations, covenants, blue sky and other governmental

filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of the Hedge Shares from

Dealer), opinions and certificates and such other documentation as is customary for private placements agreements of equity securities

of companies of a similar size in a similar industry, as is reasonably acceptable to Dealer (in which case, the Calculation Agent shall

make any adjustments to the terms of the Transaction that are necessary, in its good faith and commercially reasonable judgment, to compensate

Dealer for any customary liquidity discount from the public market price of the Shares incurred on the sale of Hedge Shares in a private

placement); provided that no “comfort letter” or accountants’ consent shall be required to be delivered in connection

with any private placements; or (iii) purchase the Hedge Shares from Dealer at the then-prevailing market price at one or more times on

such Exchange Business Days, and in the amounts, requested by Dealer.

(e) Repurchase Notices.

Counterparty shall, no later than the day on which Counterparty effects any repurchase of Shares, give Dealer 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, in the case of any repurchases 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 entry into such plan, the maximum number of Shares that may be purchased

thereunder and the approximate dates or periods during which such repurchases may occur (with such maximum number of Shares deemed repurchased

on the date of such notice for purposes of this Section 8(e)). In the event that Counterparty fails to provide Dealer with a Repurchase

Notice on the day and in the manner specified in this Section 8(e) then Counterparty agrees to indemnify and hold harmless Dealer, its

affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an

“Indemnified Party”) from and

14 Insert

the number of Shares outstanding that would cause Dealer’s current position in the Shares underlying the Transaction (including

the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares underlying pre-existing

call option transactions with Counterparty) to increase by 0.5%. To be based on Dealer with greatest number of underlying Shares (including

the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares underlying pre-existing

call option transactions with Counterparty).

15 Insert

the number of Shares that, if repurchased, would cause Dealer’s current position in the Shares underlying the Transaction (including

the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares underlying pre-existing

call option transactions with Counterparty) to increase by a further 0.5% from the threshold for the first Repurchase Notice. To be based

on Dealer with greatest number of underlying Shares (including the number of Shares underlying any additional transaction if the greenshoe

is exercised in full, and any Shares underlying pre-existing call option transactions with Counterparty).

against any and all commercially

reasonable losses (including losses relating to the 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 and liabilities (or actions in respect

thereof), joint or several, to which such Indemnified Party may become subject under applicable securities laws, including without limitation,

Section 16 of the Exchange Act or under any U.S. state or federal law, regulation or regulatory order, in each case relating to or arising

out of such failure. If any Indemnified Person fails to promptly notify Counterparty of any action commenced against it in respect of

which indemnity may be sought hereunder, Counterparty shall be relieved from liability to the extent Counterparty is materially prejudiced

as a result of such failure. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to

hold harmless any Indemnified Party, then Counterparty shall contribute, to the maximum extent permitted by law, to the amount paid or

payable by the Indemnified Party as a result of such loss, claim, damage or liability. In addition, Counterparty will reimburse

any Indemnified Party for all commercially reasonable expenses (including commercially reasonable and documented counsel fees and expenses

of one counsel and no more than one required local counsel in each relevant jurisdiction) as they are incurred (after notice to Counterparty)

in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit

or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit

or proceeding is initiated or brought by or on behalf of Counterparty, in each case relating to or arising out of such failure. This indemnity

shall survive the completion of the Transaction contemplated by this Confirmation and any assignment and delegation of the Transaction

made pursuant to this Confirmation or the Agreement shall inure to the benefit of any permitted assignee of Dealer. Counterparty

will not be liable under this indemnity provision to the extent any loss, claim, damage, liability or expense is found in a final judgment

by a court to have resulted from Dealer’s (or any affiliate of Dealer’s) gross negligence or willful misconduct.

(f) Transfer and Assignment. Either

party may transfer or assign any of its rights or obligations under the Transaction with the prior written consent of the non-transferring

party, such consent not to be unreasonably withheld or delayed; provided that Dealer may transfer or assign its rights and obligations

hereunder, in whole or in part, to (A) without Counterparty’s consent, any affiliate of Dealer whose obligations would be guaranteed

by Dealer or Dealer’s ultimate parent or (B) with Counterparty’s consent (such consent not to be unreasonably withheld or

delayed) any person (including any affiliate of Dealer whose obligations are not guaranteed in the manner described in clause (A)) or

any person whose obligations would be guaranteed by a person (a “Designated Transferee”), in either case under this

clause (B), with a rating for its long-term, unsecured and unsubordinated indebtedness at least equivalent to Dealer’s (or its guarantor’s),

provided, however, that, in the case of this clause (B), in no event shall the credit rating of the Designated Transferee

or of its guarantor (whichever is higher) be lower than A3 from Moody’s Investor Service, Inc. or its successor or A- from Standard

and Poor’s Rating Group, Inc. or its successor; provided further that (i) Dealer will notify Counterparty in writing prior

to any proposed transfer or assignment to a Designated Transferee, (ii) after any such transfer or assignment, Counterparty will not,

as a result of any withholding or deduction made by the transferee or assignee as a result of any tax, receive from the such transferee

or assignee on any payment date or delivery date (after accounting for amounts paid under Section 2(d)(i)(4) of the Agreement as well

as such withholding or deduction) an amount or a number of Shares, as applicable, lower than the amount or the number of Shares, as applicable,

that Dealer would have been required to pay or deliver to Counterparty in the absence of such transfer or assignment (except to the extent

such lower amount or number of Shares, as applicable, results from a change in law after the date of such transfer or assignment), (iii)

Counterparty will not, as a result of such transfer or 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 Counterparty would have been required to pay to Dealer in the absence

of such transfer and assignment (except to the extent such greater amount results from a change in law after the date of such transfer

or assignment) and (iv) Dealer shall cause the transferee or assignee to make the Payee Tax Representations and provide Counterparty with

a complete and accurate U.S. Internal Revenue Service (“IRS”) Form W-9 or an appropriate version of IRS Form W-8 (as

applicable) prior to becoming a party to the Transaction to permit Counterparty to determine that clause (i) shall be met and that the

results described in clauses (ii) and (iii) will not occur upon or after such transfer and assignment. At any time at which (1) the Equity

Percentage exceeds 9.0% or (2) Dealer, Dealer Group (as defined below) or any person whose ownership position would be aggregated with

that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under any applicable “business

combinations statute” or other federal, state or local law, rule, regulation or regulatory order or organizational documents or

contracts of Counterparty applicable to ownership of Shares (except for any requirement to file any Form 13F, Schedule 13D or Schedule

13G under the Exchange Act, as in effect on the Trade Date) (“Applicable Restrictions”), owns, beneficially owns, constructively

owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares equal to

(x) the number of Shares that would give rise to reporting, registration, filing or

notification obligations or

other requirements (including obtaining prior approval by a state or federal regulator) of a Dealer Person under Applicable Restrictions

and with respect to which such requirements have not been met or the relevant approval has not been received minus (y) 1% of the

number of Shares outstanding on the date of determination (either such condition described in clause (1) or (2), an “Excess Ownership

Position”), if Dealer, in its reasonable discretion, is unable to effect a transfer or assignment to a third party in accordance

with the requirements set forth above after its commercially reasonable efforts on pricing and terms and within a time period reasonably

acceptable to Dealer such that an Excess Ownership Position no longer exists, Dealer may designate any Scheduled Valid Day as an Early

Termination Date with respect to a portion (the “Terminated Portion”) of the Transaction, such that an Excess Ownership

Position no longer exists following such partial termination. In the event that Dealer so designates an Early Termination Date with respect

to a portion of the Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement and Section 8(c) of this Confirmation

as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Terminated Portion of

the Transaction, (ii) Counterparty were the sole Affected Party with respect to such partial termination, (iii) such portion of the Transaction

were the only Terminated Transaction and (iv) Dealer were the party entitled to designate an Early Termination Date pursuant to Section

6(b) of the Agreement and to determine the amount payable pursuant to Section 6(e) of the Agreement. The “Equity 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 subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange

Act and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) with Dealer (collectively,

“Dealer Group”) “beneficially own” (within the meaning of Section 13 of the Exchange Act) without duplication

on such day and (B) the denominator of which is the number of Shares outstanding on such day.

In the case of a transfer

or assignment by Counterparty of its rights and obligations hereunder and under the Agreement, in whole or in part (any such Options so

transferred or assigned, the “Transfer Options”), to any party, withholding of such consent by Dealer shall not be

considered unreasonable if such transfer or assignment does not meet the 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 8(e) or

any obligations under Section 2 (regarding Extraordinary Events) or 8(d) of this Confirmation;

(B) such transfer

or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, undertakings

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 customary legal opinions with respect

to securities laws and other matters by such third party and Counterparty as are reasonably requested and reasonably satisfactory to Dealer;

not, as a result of such transfer or assignment, be required to pay the transferee or the assignee 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 or assignment (except to the extent such greater amount results from a change in law after the date of such transfer

or assignment);

(D) after any such

transfer or assignment, Dealer will not, as a result of any withholding or deduction made by the transferee or assignee as a result of

any tax, receive from the such transferee or assignee on any payment date (after accounting for amounts paid under Section 2(d)(i)(4)

of the Agreement as well as such withholding or deduction) an amount lower than the amount that Counterparty would have been required

to pay to Dealer in the absence of such transfer or assignment (except to the extent such lower amount results from a change in law after

the date of such transfer or assignment);

(E) an Event of

Default, Potential Event of Default or Termination Event will not occur as a result of such transfer or assignment;

(F) without limiting

the generality of clause (B), Counterparty shall have caused the transferee or the assignee 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

(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.

(g) Staggered Settlement. If

Dealer determines reasonably and in good faith that the number of Shares required to be delivered to Counterparty hereunder on any Settlement

Date would result in an Excess Ownership Position, then Dealer may, by notice to Counterparty prior to such Settlement Date (a “Nominal

Settlement Date”), elect to deliver any Shares due to be delivered on two or more dates (each, a “Staggered Settlement

Date”) or at two or more times on the Nominal Settlement Date as follows:

(i) in such notice,

Dealer will specify to Counterparty the related Staggered Settlement Dates (each of which will be on or prior to the 20th Exchange

Business Day after such Nominal Settlement Date) or delivery times and how it will allocate the Shares it is required to deliver hereunder

on the Settlement Date among the Staggered Settlement Dates or delivery times; and

(ii) the aggregate

number of Shares that Dealer will deliver to Counterparty hereunder on all such Staggered Settlement Dates and delivery times will equal

the number of Shares that Dealer would otherwise be required to deliver on such Nominal Settlement Date; provided that in no event

shall any Staggered Settlement Date be a date later than the Final Termination Date.

(h) 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.

(i) No Netting and 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, whether arising under the Agreement, under any other agreement between parties hereto, by operation of

law or otherwise.

(j) Equity Rights. Dealer

acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior

to the claims of common stockholders in the event of Counterparty’s bankruptcy. For the avoidance of doubt, the parties

agree that the preceding sentence shall not apply at any time other than during Counterparty’s bankruptcy to any claim arising as

a result of a breach by Counterparty of any of its obligations under this Confirmation or the Agreement. For the avoidance of doubt, the

parties acknowledge that the obligations of Counterparty under this Confirmation are not secured by any collateral that would otherwise

secure the obligations of Counterparty herein under or pursuant to any other agreement.

(k) Early Unwind.

In the event the sale of the [“Firm Securities”]16 [“Optional Securities”]17 (as defined

in the Purchase Agreement dated as of August [•], 2026, between Counterparty and Goldman Sachs & Co. LLC and Morgan Stanley

& Co. LLC, as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated

with the Initial Purchasers for any reason 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

Insert for Base Call Option Confirmation.

Insert for Additional Call Option Confirmation.

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.

(l) 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, an Excess Ownership Position,

or Illegality (as defined in the Agreement)).

(m) Amendments to Equity

Definitions and the Agreement. The following amendments shall be made to the Equity Definitions:

(i) solely for

purposes of applying the Equity Definitions and for purposes of this Confirmation, any reference in the Equity Definitions to a Strike

Price shall be deemed to be a reference to either of the Strike Price or the Cap Price, or both, as appropriate;

(ii) for the purpose

of any adjustment under Section 11.2(c) of the Equity Definitions, the first sentence of Section 11.2(c) of the Equity Definitions, prior

to clause (A) thereof, is hereby amended to read as follows: “If “Calculation Agent Adjustment” is specified as the

Method of Adjustment in the related Confirmation of a Share Option Transaction, then following the announcement or occurrence of any Potential

Adjustment Event, the Calculation Agent will determine whether such Potential Adjustment Event has, in the commercially reasonable judgment

of the Calculation Agent, a material economic effect on the theoretical value of the relevant Shares or options on the Shares (provided

that such event is not based on (x) an observable market, other than the market for Counterparty’s own stock or (y) an observable

index, other than an index calculated and measured solely by reference to Counterparty’s own operations) and, if so, will (i) make

appropriate adjustment(s), if any, determined in a commercially reasonable manner, to any one or more of:”, and the portion of such

sentence immediately preceding clause (ii) thereof is hereby amended by deleting the words “diluting or concentrative” and

the words “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock

loan rate or liquidity relative to the relevant Shares)” and replacing such latter phrase with the words “(provided

that solely in the case of Section 11.2(e)(i), (ii)(A), (iv) and (v), such adjustments will be made solely to account for the dilutive

or concentrative effect of such event on the relevant Shares as determined by the Calculation Agent in a commercially reasonable manner,

but for the avoidance of doubt, solely in the case of Sections 11.2(e)(ii)(B) through (D), (iii), (vi) and (vii), adjustments may be made

to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)”;

(iii) Section 11.2(a)

of the Equity Definitions is hereby amended by (1) deleting the words “in the determination of the Calculation Agent, a diluting

or concentrative effect on the theoretical value of the relevant Shares” and replacing these words with “in the commercially

reasonable judgment of the Calculation Agent, a material economic effect on the theoretical value of the Shares or options on such Shares”;

and (2) adding at the end thereof “; provided that such event is not based on (i) an observable market, other than the

market for Counterparty’s own stock or (ii) an observable index, other than an index calculated and measured solely by reference

to Counterparty’s own operations”;

(iv) Section 11.2(e)(vii)

of the Equity Definitions is hereby amended and restated as follows: “any other corporate event involving the Issuer that is similar

to the events described in Section 11.2(e)(i) through (vi) above that in the commercially reasonable judgment of the Calculation Agent

has a material economic effect on the theoretical value of the Shares or options on the Shares; provided that such corporate event

involving the Issuer is not based on (a) an observable market, other than the market for Counterparty’s own stock or

(b) an observable

index, other than an index calculated and measured solely by reference to Counterparty’s own operations.”; and

(v) Section 12.7(b)

of the Equity Definitions is hereby amended by deleting the words “(and in any event within five Exchange Business Days) by the

parties after” appearing after the words “agreed promptly” and replacing with the words “by the parties on or

prior to”.

(n) Governing Law. THE

AGREEMENT, THIS CONFIRMATION AND ALL MATTERS ARISING IN CONNECTION WITH THE AGREEMENT AND THIS CONFIRMATION SHALL BE GOVERNED BY, AND

CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CHOICE OF LAW DOCTRINE, OTHER THAN

TITLE 14 OF THE NEW YORK GENERAL OBLIGATIONS LAW). THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE

FEDERAL AND STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING

TO THE AGREEMENT, THIS CONFIRMATION OR ANY TRANSACTIONS CONTEMPLATED HEREBY.

(o) Adjustments. For

the avoidance of doubt, whenever the Calculation Agent or Determining Party is called upon to make an adjustment or determination of any

amount pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation

Agent or Determining Party shall make such adjustment or determination by reference to the effect of such event on the Hedging Party,

assuming that the Hedging Party maintains a commercially reasonable hedge position.

(p) Delivery or Receipt

of Cash. For the avoidance of doubt, other than payment of the Premium by Counterparty, nothing in this Confirmation

shall be interpreted as requiring Counterparty to cash settle the Transaction, except in circumstances where cash settlement is within

Counterparty’s control (including, without limitation, where Counterparty elects to deliver or receive cash) or in those circumstances

in which holders of Shares would also receive cash.

(q) Waiver of Jury Trial. EACH

PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO

THE AGREEMENT, THIS CONFIRMATION OR ANY TRANSACTIONS CONTEMPLATED HEREBY.

(r) Amendment. This

Confirmation and the Agreement may not be modified, amended or supplemented, except in a written instrument signed by Counterparty and

Dealer.

(s) 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.

(t) [Tax Matters. For

the purpose of Sections 4(a)(i) and (ii) of the Agreement, Counterparty agrees to deliver to Dealer one duly executed and completed IRS

Form W-9 (or successor thereto) and Dealer agrees to deliver to Counterparty one duly executed and completed [_____________]. Such forms

or documents shall be delivered upon (i) execution of this Confirmation, (ii) Counterparty or Dealer, as applicable, learning that any

such tax form previously provided by it has become obsolete or incorrect, and (iii) reasonable request of the other party.

(u) Payee Tax Representations.

(i) For the purpose

of Section 3(f) of the Agreement, Counterparty makes the representations below:

Counterparty is a

corporation created or organized in the United States or under the laws of the United States and its U.S. taxpayer identification number

is [_____________]18. It is “exempt” within the meaning of Treasury Regulation sections 1.6041-3(p) and 1.6049-4(c)

from information reporting on IRS Form 1099 and backup withholding.

(ii) For the purpose

of Section 3(f) of the Agreement, Dealer makes the representations below:

[Dealer is a U.S.

person (as that term is defined in Section 7701(a)(30) and used in Section 1.1441-4(a)(3)(ii) of the Treasury Regulations) for U.S. federal

income tax purposes.]19

(v) Withholding

Tax imposed on payments to non-US 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.

(w) HIRE Act. “Indemnifiable

Tax”, as defined in Section 14 of the Agreement, shall not include any tax imposed on payments treated as dividends from sources

within the United States under Section 871(m) of the Code or any regulations issued thereunder. For the avoidance of doubt, any such tax

is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of the Agreement.

(x) Agreements and Acknowledgements

Regarding Hedging. Counterparty understands, acknowledges and agrees that: (A) at any time on or prior to the final 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 the 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.

(y) [QFC Stay Rules.

The parties 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 this Confirmation,

and for such purposes this Confirmation shall be deemed a Protocol Covered Agreement and each party shall be deemed to have the same status

as Regulated Entity and/or Adhering Party as applicable to it under the Protocol; (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 this Confirmation and each party shall be deemed to have the status of “Covered Entity” or “Counterparty

Entity” (or other similar term) as applicable to it under the Bilateral Agreement; 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 this Confirmation, and for such purposes this

Confirmation

Counterparty to provide taxpayer ID.

NTD: Dealer to provide appropriate tax rep

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 this Confirmation, 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 this Confirmation 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 “this Confirmation” include any related credit enhancements entered into between

the parties or provided by one to the other. “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.]20

(z) [Dealer

Boilerplate. Insert additional Dealer boilerplate, if applicable]

Insert preferred form of US QFC Stay Rule language for each Dealer that is a G-SIB.

Please confirm that the foregoing correctly sets

forth the terms of our agreement by sending to us a letter or telex substantially similar to this facsimile, which letter or telex sets

forth the material terms of the Transaction to which this Confirmation relates and indicates your agreement to those terms.

Yours faithfully,

[DEALER]

By:

Name:

Title:

Agreed and Accepted By:

CLOUDFLARE, INC.

By:

Name:

Title:

Schedule 121

[Form of Guarantee]

NTD: Include if applicable.

Annex A

For each Component of the Transaction, the Number of Options and Expiration

Date is set forth below.

Component Number

Number of Options

Expiration Date

[___]

July 17, 2031

[___]

July 18, 2031

[___]

July 21, 2031

[___]

July 22, 2031

[___]

July 23, 2031

[___]

July 24, 2031

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EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: dp251721_ex1002.htm · Sequence: 4

Exhibit 10.2

Execution Version

SECOND AMENDMENT TO REVOLVING

CREDIT AND GUARANTY AGREEMENT

SECOND AMENDMENT TO CREDIT

AGREEMENT, dated as of August 10, 2026 (this “Amendment”), by and among Cloudflare, Inc., a Delaware corporation (the

“Borrower”), the Guarantors (as defined in the Credit Agreement referenced below), the Lenders (as defined below) party

hereto and Citibank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, inter alios,

the Borrower, each Guarantor, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent

have entered into that certain Revolving Credit and Guaranty Agreement, dated as of May 17, 2024 (as amended, restated, amended and restated,

supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”; capitalized terms

not otherwise defined in this Amendment having the same meanings assigned thereto in the Credit Agreement);

WHEREAS, pursuant to Section

10.2 of the Credit Agreement, the Borrower has requested that the Credit Agreement be amended as more fully described herein and the Lenders

party hereto, which constitute the Required Lenders, are so willing to amend the Credit Agreement on the terms and subject to the conditions

set forth herein;

NOW, THEREFORE, in consideration

of the foregoing and for other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the

parties hereto hereby agree as follows:

SECTION 1. Amendment

to Credit Agreement. The definition of “Total Net Leverage Ratio” set forth in Section 1.01 of the Credit Agreement

is hereby amended by deleting the stricken text (indicated textually in the same manner as the following: stricken

text) and by inserting the double-underlined text (indicated textually in the same manner as the following: double-underlined

text) as follows:

“Total Net Leverage Ratio” means, as

of any date, the ratio of (a) the sum of (i) Consolidated Funded Indebtedness on such date minus (ii) (A)

prior to the earlier of the maturity date of the 2026 Convertible Notes (as in effect on June 11, 2025) and the date on which the 2026

Convertible Notes are repaid in full, (I) solely for purposes of determining compliance with Sections 6.1(j) and 6.10(a), the lesser of

(A) the sum of (x) $1,000,000,000 plus (y) the aggregate principal amount of any Permitted Convertible Indebtedness (other than the 2026

Convertible Notes) not to exceed $1,000,000,000 and (B) the aggregate amount of Unrestricted Cash, and (II) other than for determining

compliance with Sections 6.1(j) and 6.10(a), the lesser of (x) $1,000,000,000 and (y) the aggregate amount of Unrestricted Cash, and (B)

on and after the earlier of the maturity date of the 2026 Convertible Notes (as in effect on June 11, 2025) and the date on which the

2026 Convertible Notes are repaid in full, the lesser of (x) $1,000,000,000the

lesser of (x) $2,000,000,000 and (y) the aggregate amount of Unrestricted Cash to (b) Consolidated Adjusted EBITDA for the

period of four consecutive fiscal quarters ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the

last day of the fiscal quarter most recently ended prior to such date).

SECTION 2. Representations

and Warranties. The Borrower and the other Loan Parties hereby represent and warrant on the Amendment Effective Date (as defined below)

that:

(a)

The execution, delivery and performance by each Loan Party of this Amendment are within such Loan

Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational

and, if required, equity holder action. Each Loan Party has duly executed and delivered this Amendment, and this Amendment constitutes

its legal, valid and binding obligations, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,

moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether

considered in a proceeding in equity or at law.

(b)

The execution, delivery and performance by the Loan Parties of this Amendment (a) do not require

any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been

obtained or made and are in full force and effect, (ii) those approvals, consents, registrations, filings or other actions, the failure

of which to obtain or make has not had and could not reasonably be expected to have a Material Adverse Effect and (iii) filings or other

actions necessary to perfect Liens created under the Security Documents, (b) except as has not had and could not reasonably be expected

to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will

not violate any charter, by-laws or other organizational document of the Borrower or any of its Subsidiaries, (d) except, in each case,

as has not had and could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any

indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower

or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any

of its Subsidiaries, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries

(other than the Liens created pursuant to the Collateral Documents).

(c)

At the time of and immediately after the Amendment Effective Date, no Default or Event of Default

has occurred and is continuing.

(d)

The representations and warranties of each Loan Party set forth in the Credit Agreement and in each

other Loan Document are true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though

made on and as of such date, except that (i) to the extent that such representations and warranties specifically refer to an earlier date,

such representations and warranties are true and correct in all material respects as of such earlier date and (ii) any representation

and warranty that is qualified as to “materiality” or “Material Adverse Effect” is true and correct in all respects.

SECTION 3. Conditions

of Effectiveness of the Amendment. This Amendment shall become effective as of the date on which the following conditions shall have

been satisfied (or waived) (the “Amendment Effective Date”):

(a)

the Administrative Agent (or its counsel) shall have received counterparts to this Amendment, duly

executed by (i) the Borrower and the Guarantors and (ii) the Lenders constituting the Required Lenders;

(b)

at the time of and immediately after the Amendment Effective Date, no Default or Event of Default

shall have occurred or be continuing; and

(c)

the representations and warranties of each Loan Party set forth in the Credit Agreement and in each

other Loan Document shall be true and correct in all material respects on and as of the Amendment Effective Date with the same effect

as though made on and as of such date, except that (i) to the extent that such representations and warranties specifically refer to an

earlier date, such representations and warranties shall be true and correct in all material respects as of such earlier date and (ii)

any

representation and warranty

that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects.

SECTION 4. Reference

to and Effect on the Credit Agreement and the other Loan Documents.

(a)

On and after the Amendment Effective Date, each reference in the Credit Agreement to “this

Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and

be a reference to the Credit Agreement, as amended by this Amendment.

(b)

The Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment,

are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(c)

The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided

herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor

constitute a waiver of any provision of any of the Loan Documents. On and after the Amendment Effective Date, this Amendment shall for

all purposes constitute a Loan Document.

(d)

This Amendment shall not extinguish the Loans or any other Obligations outstanding under the Credit

Agreement. Nothing contained herein shall be construed as a substitution or novation of the Loans or any other Obligations outstanding

under the Credit Agreement, which shall remain outstanding after the Amendment Effective Date as modified hereby.

(e)

The Borrower expressly acknowledges and agrees that (i) there has not been, and this Amendment does

not constitute or establish, a novation with respect to the Credit Agreement or any other Loan Document, or a mutual departure from the

strict terms, provisions, and conditions thereof and (ii) nothing in this Amendment shall affect or limit the Administrative Agent’s

or Lenders’ right to demand payment of liabilities owing from Borrower to Administrative Agent or the Lenders under, or to demand

strict performance of the terms, provisions and conditions of, the Credit Agreement and the other Loan Documents, to exercise any and

all rights, powers, and remedies under the Credit Agreement or the other Loan Documents or at law or in equity, or to do any and all of

the foregoing, immediately at any time after the occurrence and continuance of an Event of Default under the Credit Agreement or the other

Loan Documents.

(f)

This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall be construed,

administered and applied in accordance with the terms and provisions thereof.

SECTION 5. Reaffirmation.

Each of the Borrower and each other Loan Party hereby (a) reaffirms its obligations under the Credit Agreement and each other Loan Document

to which it is a party, in each case as amended by this Amendment, (b) reaffirms all Liens on the Collateral which have been granted by

it in favor of the Administrative Agent (for the benefit of the Secured Parties) pursuant to the Loan Documents and (c) acknowledges and

agrees that the grants of security interests by and the guarantees of the Loan Parties contained in the Loan Documents are, and shall

remain, in full force and effect immediately after giving effect to this Amendment.

SECTION 6. Costs and

Expenses. The Borrower hereby agrees to pay or reimburse the Administrative Agent for its reasonable and documented out-of-pocket

costs and expenses incurred in connection with this Amendment in accordance with, and to the extent required by, the terms and conditions

of Section 10.3(a) of the Credit Agreement.

SECTION 7. Execution

in Counterparts. Delivery of an executed counterpart of a signature page of this Amendment and/or any document, amendment, approval,

consent, information, notice, certificate, request, statement, disclosure or authorization related to this Amendment and/or the transactions

contemplated hereby and/or thereby (each, an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy,

emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery

of a manually executed counterpart of this Amendment or such Ancillary Document, as applicable. The words “execution,” “signed,”

“signature,” “delivery,” and words of like import in or relating to this Amendment and/or any Ancillary Document

shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by

telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall

be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based

recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures

in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting

the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and

each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower or any other

Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature

and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually

executed counterpart. Without limiting the generality of the foregoing, the Borrower and each Guarantor hereby (i) agrees that, for all

purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings

or litigation among the Administrative Agent, the Lenders, the Borrower and the Guarantors, Electronic Signatures transmitted by telecopy,

emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images

of this Amendment and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii)

the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Amendment and/or any Ancillary

Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s

business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and

shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest

the legal effect, validity or enforceability of this Amendment and/or any Ancillary Document based solely on the lack of paper original

copies of this Amendment and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (iv)

waives any claim against any Lender-related Person for any Liabilities arising solely from the Administrative Agent’s and/or any

Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means

that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower

and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic

Signature.

SECTION 8. Governing

Law; Jurisdiction; Consent to Service of Process.

(a)

THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE UNDER, ARISING

OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER BASED IN CONTRACT (AT LAW OR IN EQUITY), TORT OR

ANY OTHER THEORY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK without giving

effect to any choice of law or conflict of law provision or rule of any jurisdiction that would cause the application of the law of any

other jurisdiction.

(b)

Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property,

to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the borough of Manhattan

(or if such court lacks jurisdiction, the Supreme Court of the State of New York sitting in the borough of Manhattan) and any appellate

court from any thereof, in any action or proceeding arising out of or relating to this Amendment, or for recognition or enforcement of

any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action

or proceeding shall be heard and determined, exclusively in such Federal (to the extent permitted by law) or New York State court. Each

of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions

by suit on the judgment or in any other manner provided by law. Nothing in this Amendment shall affect any right that any Agent, the Issuing

Bank or any Lender may otherwise have to bring any action or proceeding relating to this Amendment against any Loan Party or its properties

in the courts of any jurisdiction.

(c)

Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally

and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising

out of or relating to this Amendment in any court referred to in paragraph (b) of this Section 8. Each of the parties hereto hereby

irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or

proceeding in any such court.

(d)

Each party to this Amendment irrevocably consents to service of process in the manner provided for

notices in Section 10.1 of the Credit Agreement. Nothing in this Amendment will affect the right of any party to this Amendment to serve

process in any other manner permitted by law.

SECTION 9. WAIVER

OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE

TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED

HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY

OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE

THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG

OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.

SECTION 10. Headings.

Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction

of, or be taken into consideration in interpreting, this Amendment.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties

hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

CLOUDFLARE, INC.,

as the Borrower

By:

/s/ Thomas Seifert

Name:

Thomas Seifert

Title:

Chief Financial Officer

CLOUDFLARE US, INC.,

as a Guarantor

By:

/s/ Thomas Seifert

Name:

Thomas Seifert

Title:

Chief Financial Officer

[Signature

Page to Second Amendment (Cloudflare)

CITIBANK, N.A.,

individually as a

Lender and as Administrative Agent

By:

/s/ James Reed

Name:

James Reed

Title:

Authorized Signatory

[Signature

Page to Second Amendment (Cloudflare)

WELLS FARGO BANK,

N.A.,

as a Lender

By:

/s/ Brian Buck

Name:

Brian Buck

Title:

Managing Director

[Signature

Page to Second Amendment (Cloudflare)

MIZUHO BANK, LTD.,

as a Lender

By:

/s/ Tracy Rahn

Name:

Tracy Rahn

Title:

Managing Director

[Signature

Page to Second Amendment (Cloudflare)

GOLDMAN SACHS BANK

USA,

as a Lender

By:

/s/ Priyankush Goswami

Name:

Priyankush Goswami

Title:

Chief Financial Officer

[Signature

Page to Second Amendment (Cloudflare)

MORGAN STANLEY BANK,

N.A.,

as a Lender

By:

/s/ Moses Papadopoulos

Name:

Moses Papadopoulos

Title:

Authorized Signatory

[Signature

Page to Second Amendment (Cloudflare)

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: dp251721_ex9901.htm · Sequence: 5

Exhibit 99.1

Cloudflare, Inc. Announces Proposed Private Offering of $2.175 Billion

of Convertible Senior Notes Due 2031

SAN FRANCISCO – August 10, 2026 – Cloudflare, Inc. (NYSE:

NET)today announced its intention to offer, subject to market conditions and other factors, $2.175 billion aggregate principal amount

of convertible senior notes due 2031 (the “notes”) in a private offering (the “offering”) to persons reasonably

believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities

Act”). Cloudflare also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a 13-day

period beginning on, and including, the first day on which the notes are issued, up to an additional $325.0 million aggregate principal

amount of the notes.

The notes will be senior, unsecured obligations of Cloudflare, and

will bear interest payable semi-annually in arrears. The notes will be convertible into cash, shares of Cloudflare’s Class A common

stock, or a combination thereof, at Cloudflare’s election. The notes will mature on August 15, 2031, unless earlier redeemed, repurchased,

or converted. The interest rate, conversion rate, and other terms of the notes are to be determined upon pricing of the offering.

In connection with the pricing of the notes, Cloudflare expects to

enter into privately negotiated capped call transactions with one or more of the initial purchasers and/or their respective affiliates

and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to customary

anti-dilution adjustments, the number of shares of Cloudflare’s Class A common stock underlying the notes sold in the offering.

The capped call transactions are expected generally to offset potential dilution to Cloudflare’s Class A common stock upon any conversion

of notes and/or reduce any cash payments Cloudflare is required to make in excess of the principal amount of such converted notes, as

the case may be, with such offset and/or reduction subject to a cap. Cloudflare anticipates that the cap price of the capped call transactions

will initially represent a premium of at least 150% over the last reported sale price of Cloudflare’s Class A common stock on The

New York Stock Exchange on the pricing date of the offering.

Cloudflare has been advised that, in connection with establishing their

initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of

Cloudflare’s Class A common stock and/or enter into various derivative transactions with respect to Cloudflare’s Class A common

stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in)

the market price of Cloudflare’s Class A common stock or the notes at that time. In addition, Cloudflare has been advised that the

option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives

with respect to Cloudflare’s Class A common stock and/or purchasing or selling shares of Cloudflare’s Class A common stock

or other securities of Cloudflare in secondary market transactions following the pricing of the notes and prior to the maturity of the

notes (and are likely to do so following any early conversion, repurchase, or redemption of the notes, to the extent Cloudflare unwinds

a corresponding portion of the capped call transactions, or if Cloudflare otherwise unwinds all or a portion of the capped call transactions,

and during the final observation period for the conversion of notes). This activity could also cause or avoid an increase or a decrease

in the market price of Cloudflare’s Class A common stock or the trading price of the notes, which could affect the ability of noteholders

to convert the notes and, to the extent the activity occurs following conversion or during any observation period related to a conversion

of notes, it could affect the number of shares, if any, and value of the consideration that noteholders will receive upon conversion of

the notes.

Cloudflare intends to use a portion of the net proceeds from the offering

of the notes to pay the cost of the capped call transactions. If the initial purchasers exercise their option to purchase additional notes,

Cloudflare expects to use a portion of the net proceeds from the sale of such additional notes to enter into additional capped call transactions

with the option counterparties. Cloudflare intends to use the remainder of the net proceeds from the offering and the sale of such additional

notes, if any, for general corporate purposes, which may include working capital, capital expenditures, repayment of outstanding indebtedness,

and potential acquisitions and strategic transactions.

The notes will only be offered to persons reasonably believed to be

qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. Neither

the notes nor the shares of Cloudflare’s Class A common stock potentially issuable upon conversion of the notes, if any, have been,

or will be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered,

may not be offered or sold in the United States, except pursuant to

an applicable exemption from such registration requirements.

This press release is neither an offer to sell

nor a solicitation of an offer to buy the notes or any shares of Class A common stock issuable upon the conversion of the notes, nor shall

there be any sale of the notes or any such shares in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior

to the registration or qualification thereof under the securities laws of any such state or jurisdiction.

Contacts

Investor Relations Information

Phil Winslow

ir@cloudflare.com

Press Contact Information

Daniella Vallurupalli

press@cloudflare.com

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: dp251721_ex9902.htm · Sequence: 6

Exhibit 99.2

Cloudflare, Inc. Announces Pricing of Offering

of $2.175 Billion of 0% Convertible Senior Notes Due 2031

SAN FRANCISCO – August 11, 2026 –

Cloudflare, Inc. (NYSE: NET) today announced the pricing of $2.175 billion aggregate principal amount of 0% convertible senior notes due

2031 (the “notes”) in a private offering (the “offering”) to persons reasonably believed to be qualified institutional

buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Cloudflare also

granted the initial purchasers of the notes an option to purchase, for settlement within a 13-day period beginning on, and including,

the first day on which the notes are issued, up to an additional $325.0 million aggregate principal amount of the notes. The sale of the

notes to the initial purchasers is expected to settle on August 13, 2026, subject to customary closing conditions, and is expected to

result in approximately $2.14 billion in net proceeds to Cloudflare after deducting the initial purchasers’ discount and estimated

offering expenses payable by Cloudflare (assuming no exercise of the initial purchasers’ option to purchase additional notes).

The notes will be senior, unsecured obligations

of Cloudflare. The notes will not bear regular interest and the principal amount of the notes will not accrete. The notes will mature

on August 15, 2031, unless earlier redeemed, repurchased, or converted in accordance with their terms. Except in the case of a cleanup

redemption (as defined below), Cloudflare may not redeem the notes prior to August 20, 2029. Cloudflare may redeem for cash all or any

portion of the notes (subject to certain limitations), at its option, on or after August 20, 2029, if the last reported sale price of

Cloudflare’s Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether

or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on and including

the trading day preceding the date on which Cloudflare provides notice of redemption. In addition, subject to certain conditions, Cloudflare

may redeem for cash all, but not less than all, of the notes at any time if the amount of the notes that remains outstanding at such time

is less than $200.0 million (a “cleanup redemption”). The redemption price for any optional redemption or cleanup redemption

will be equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid special interest to, but excluding,

the redemption date. No sinking fund is provided for the notes, which means that Cloudflare is not required to redeem or retire the notes

periodically.

Holders of the notes will have the right,

subject to certain conditions and limited exceptions, to require Cloudflare to repurchase for cash all or a portion of their notes upon

the occurrence of a fundamental change (as defined in the indenture governing the notes) at a purchase price of 100% of their principal

amount plus any accrued and unpaid special interest to, but excluding, the fundamental change repurchase date. In addition, following

certain corporate events that occur prior to the maturity date or if Cloudflare issues a notice of redemption, Cloudflare will, under

certain circumstances, increase the conversion rate for holders who elect to convert their notes in connection with any such corporate

event or convert their notes called (or deemed called) for redemption during the related redemption period, as the case may be.

The notes will be convertible at an initial

conversion rate of 2.0123 shares of Cloudflare’s Class A common stock per $1,000 principal amount of notes (equivalent to an initial

conversion price of approximately $496.94 per share, which represents a conversion premium of approximately 60% to the last reported sale

price of $310.59 per share of Cloudflare’s Class A common stock on The New York Stock Exchange on August 10, 2026), subject to adjustment

in certain circumstances.

Prior to the close of business on the business

day immediately preceding May 15, 2031, the notes will be convertible at the option of the noteholders only upon the satisfaction of specified

conditions and during certain periods. On or after May 15, 2031, until the close of business on the second scheduled trading day immediately

preceding the maturity date, the notes will be convertible at the option of the noteholders at any time regardless of these conditions.

Conversions of the notes will be settled in cash, shares of Cloudflare’s Class A common stock, or a combination thereof, at Cloudflare’s

election.

In connection with the pricing of the notes,

Cloudflare entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates

and certain other financial institutions (the “option counterparties”). The capped call transactions cover, subject to customary

anti-

dilution adjustments, the number of shares

of Cloudflare’s Class A common stock underlying the notes sold in the offering. The capped call transactions are expected generally

to offset potential dilution to Cloudflare’s Class A common stock upon any conversion of notes and/or reduce any cash payments Cloudflare

is required to make in excess of the principal amount of such converted notes, as the case may be, with such offset and/or reduction subject

to a cap. The cap price of the capped call transactions is initially approximately $854.12 per share, which represents a premium of approximately

175% over the last reported sale price of Cloudflare’s Class A common stock of $310.59 per share on August 10, 2026, and is subject

to certain adjustments under the terms of the capped call transactions.

Cloudflare has been advised that, in connection

with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect

to purchase shares of Cloudflare’s Class A common stock and/or enter into various derivative transactions with respect to Cloudflare’s

Class A common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of

any decrease in) the market price of Cloudflare’s Class A common stock or the notes at that time. In addition, Cloudflare has been

advised that the option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding

various derivatives with respect to Cloudflare’s Class A common stock and/or purchasing or selling shares of Cloudflare’s

Class A common stock or other securities of Cloudflare in secondary market transactions following the pricing of the notes and prior to

the maturity of the notes (and are likely to do so following any early conversion, repurchase, or redemption of the notes, to the extent

Cloudflare unwinds a corresponding portion of the capped call transactions, or if Cloudflare otherwise unwinds all or a portion of the

capped call transactions, and during the observation period for the conversion of notes on or after May 15, 2031). This activity could

also cause or avoid an increase or a decrease in the market price of Cloudflare’s Class A common stock or the trading price of the

notes, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs following conversion

or during any observation period related to a conversion of notes, it could affect the number of shares, if any, and value of the consideration

that noteholders will receive upon conversion of the notes.

Cloudflare intends to use approximately

$225.8 million of the net proceeds from the offering of the notes to pay the cost of the capped call transactions. If the initial purchasers

exercise their option to purchase additional notes, Cloudflare expects to use a portion of the net proceeds from the sale of such additional

notes to enter into additional capped call transactions with the option counterparties. Cloudflare intends to use the remainder of the

net proceeds from the offering and the sale of such additional notes, if any, for general corporate purposes, which may include working

capital, capital expenditures, repayment of outstanding indebtedness, and potential acquisitions and strategic transactions.

The notes were only offered to persons reasonably

believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering

memorandum. Neither the notes nor the shares of Cloudflare’s Class A common stock potentially issuable upon conversion of the notes,

if any, have been, or will be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered,

may not be offered or sold in the United States, except pursuant to an applicable exemption from such registration requirements.

This press release is neither an offer to

sell nor a solicitation of an offer to buy the notes or any shares of Class A common stock issuable upon the conversion of the notes,

nor shall there be any sale of the notes or any such shares in any jurisdiction in which such offer, solicitation, or sale would be unlawful

prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.

Contacts

Investor Relations Information

Phil Winslow

ir@cloudflare.com

Press Contact Information

Daniella Vallurupalli

press@cloudflare.com

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