Form 8-K

8-K — Zenas BioPharma, Inc.

Accession: 0001104659-26-037821

Filed: 2026-03-31

Period: 2026-03-26

CIK: 0001953926

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

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: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2610711d1_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2610711d1_ex1-1.htm)

EX-1.2 — EXHIBIT 1.2 (tm2610711d1_ex1-2.htm)

EX-4.1 — EXHIBIT 4.1 (tm2610711d1_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2610711d1_ex4-2.htm)

EX-5.1 — EXHIBIT 5.1 (tm2610711d1_ex5-1.htm)

EX-5.2 — EXHIBIT 5.2 (tm2610711d1_ex5-2.htm)

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8-K — FORM 8-K

8-K (Primary)

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0001953926

2026-03-26

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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):

March 26, 2026

ZENAS BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-42270

93-2749244

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

852 Winter Street, Suite 250

Waltham, Massachusetts

02451

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (857) 271-2954

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 :

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

Common

stock, Par Value $0.0001 per share

ZBIO

The

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule

12b-2 of the Securities Exchange Act of 1934.

Emerging growth company x

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

On March 31, 2026, Zenas BioPharma, Inc. (the “Company”)

completed its public offering (the “Convertible Notes Offering”) of $200,000,000 aggregate principal amount of its 2.50% Convertible

Senior Notes due 2032 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Base

Indenture”), dated as of March 31, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee (the

“Trustee”), as supplemented by a first supplemental indenture (the “Supplemental Indenture,” and the Base Indenture,

as supplemented by the Supplemental Indenture, the “Indenture”), dated as of March 31, 2026, between the Company and the Trustee.

The Notes are general, unsecured, senior obligations of the Company.

The Notes will accrue interest payable semiannually in arrears on April 1 and October 1 of each year, beginning on October 1, 2026, at

a rate equal to 2.50% per year. In addition, special interest will accrue on the Notes upon the occurrence of certain events relating

to the Company’s failure to file certain reports with the U.S. Securities and Exchange Commission (the “SEC”) as provided

in the Indenture and as described below. The Notes will mature on April 1, 2032 (the “Maturity Date”), unless earlier converted,

redeemed or repurchased by the Company.

Noteholders may convert their Notes at their option only in the following

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

June 30, 2026, if the last reported sale price per share of the Company’s common stock, $0.0001 par value per share (the “Common

Stock”), exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive

trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive

business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “Measurement

Period”) in which the trading price 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 per share of the Common Stock on such trading day and the conversion rate on such

trading day; (3) upon the occurrence of certain corporate events or distributions on the Common Stock, as described in the Indenture;

(4) if the Company calls such Notes for redemption; and (5) at any time from, and including, January 1, 2032 until the close of business

on the scheduled trading day immediately before the Maturity Date. The Company will settle conversions by paying or delivering, as applicable,

cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, based on the applicable

conversion rate(s). The initial conversion rate is 37.7358 shares of Common Stock per $1,000 principal amount of Notes, which represents

an initial conversion price of approximately $26.50 per share, and is subject to adjustment as described in the Indenture. If certain

corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the Company will

in certain circumstances increase the conversion rate for a specified period of time.

The Notes will be redeemable, in whole or in part (subject to certain

limitations described below), at the Company’s option at any time, and from time to time, on a redemption date on or after April

8, 2030 and on or before the 26th scheduled trading day immediately before the Maturity Date, at a cash redemption price equal to the

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

if the last reported sale price per share of the Common Stock exceeds 130% of the conversion price on (i) each of at least 20 trading

days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before

the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such

notice. However, the Company may not redeem less than all of the outstanding Notes unless at least $75,000,000 aggregate principal amount

of Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. In addition, calling

any Note for redemption will constitute a “Make-Whole Fundamental Change” with respect to that Note, in which case the conversion

rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.

If a “Fundamental Change” (as defined in the Indenture)

occurs, then, subject to certain conditions and except as set forth in the Indenture, noteholders may require the Company to repurchase

their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest,

if any, to, but excluding, the fundamental change repurchase date. The definition in the Indenture of a Fundamental Change includes certain

business combination transactions involving the Company and certain de-listing events with respect to the Common Stock.

The Notes will have customary provisions relating to the occurrence

of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes

(which, in the case of a default in the payment of interest on the Notes, will be subject to a 30-day cure period); (ii) the Company’s

failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to convert a Note

in accordance with the Indenture within a specified period of time; (iv) the Company’s failure to comply with certain covenants

in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer,

in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a

whole, to another person; (v) a default by the Company in its other obligations or agreements under the Indenture or the Notes if such

default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (vi) certain defaults by the Company

or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $30,000,000; (vii) certain final judgments

being rendered against the Company or any of its significant subsidiaries for the payment of at least $30,000,000, where such judgments

are not discharged or stayed within 60 days after the date on which the right to appeal has expired or on which all rights to appeal have

been extinguished; and (viii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of its significant

subsidiaries.

If an Event of Default involving bankruptcy, insolvency or reorganization

events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal

amount of, and all accrued and unpaid interest, if any, on, all of the Notes then outstanding will immediately become due and payable

without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice

to the Company, or noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, by notice to the Company and

the Trustee, may declare the principal amount of, and all accrued and unpaid interest, if any, on, all of the Notes then outstanding to

become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy

for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists

exclusively of the right of the noteholders to receive special interest on the Notes for up to 365 days, at a rate per annum equal to

0.25% of the principal amount of the Notes for the first 180 days on which special interest accrues and, thereafter, at a rate per annum

equal to 0.50% of the principal amount thereof.

The above descriptions of the Indenture and the Notes are summaries

and are not complete. Copies of the Base Indenture, the Supplemental Indenture and the form of the certificate representing the Notes

are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K, and the above summaries are qualified in their

entirety by reference to the terms of the Base Indenture, the Supplemental Indenture and the Notes set forth in such exhibits.

To the extent that any shares of 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 of 1933, as amended

(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 any conversion of the Notes and any resulting issuance of shares of Common Stock. Initially, a maximum of 11,500,000

shares of Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 50.0000 shares of Common

Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

A copy of the opinion of Ropes & Gray LLP, relating to the validity

of the Notes and the Common Stock underlying the Notes in connection with the Convertible Notes Offering, is filed as Exhibit 5.1 to this

Current Report on Form 8-K.

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

The disclosure set forth in Item 1.01 above is incorporated by reference

into this Item 2.03.

Item 8.01 Other Events

Convertible Notes Offering

On March 26, 2026, the Company entered into an underwriting agreement

(the “Convertible Notes Underwriting Agreement”) with Jefferies LLC, Evercore Group L.L.C., Citigroup Global Markets Inc.

and Guggenheim Securities, LLC, as representatives of the several underwriters named therein (the “Convertible Notes Underwriters”),

to issue and sell $200.0 million aggregate principal amount of its Notes in the Convertible Notes Offering.

addition, the Company granted the Convertible Notes Underwriters an option to purchase, exercisable for 30 days, up to an additional $30.0

million aggregate principal amount of Notes, solely to cover over-allotments in the Convertible Notes Offering, on the same terms and

conditions. The net proceeds from the Convertible Notes Offering were approximately $193.7 million, after deducting customary underwriting

discounts and offering expenses. The Company currently intends to use the net proceeds from the Convertible Notes Offering and the Equity

Offering described below to support the planned U.S. commercial launch of obexelimab for the treatment of IgG4-RD, if approved, and to

advance its development pipeline, including funding its ongoing and planned orelabrutinib Phase 3 clinical trials for progressive multiple

sclerosis and ZB021 Phase 1 and Phase 2 clinical development, as well as for working capital and other general corporate purposes.

The Notes were offered pursuant to an automatic shelf registration

statement (File No. 333-290777) filed with the SEC on October 8, 2025. The Convertible Notes Offering closed on March 31, 2026.

The Convertible Notes Underwriting Agreement contains customary representations,

warranties, and agreements by the Company and customary conditions to closing, indemnification obligations of the Company and the Convertible

Notes Underwriters, including for liabilities under the Securities Act, and termination provisions.

A copy of the Convertible Notes Underwriting Agreement is filed as

Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Convertible Notes Underwriting Agreement does not

purport to be complete and is qualified in its entirety by reference to such exhibit.

Equity Offering

On March 26, 2026, the Company entered into an underwriting agreement

(the “Equity Underwriting Agreement”) with Jefferies LLC, Evercore Group L.L.C., Citigroup Global Markets Inc. and Guggenheim

Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Equity Underwriters”), to

issue and sell 5,000,000 shares of the Company’s Common Stock at a public offering price of $20.00 per share (the “Equity

Offering”).

In addition, the Company granted the Equity Underwriters a 30-day option

to purchase up to an additional 750,000 shares of Common Stock, on the same terms and conditions. The net proceeds from the Equity Offering

were approximately $93.7 million, after deducting customary underwriting discounts and offering expenses.

The shares of Common Stock were offered pursuant to an automatic shelf

registration statement (File No. 333-290777) filed with the SEC on October 8, 2025. The Equity Offering closed on March 31, 2026.

The Equity Underwriting Agreement contains customary representations,

warranties, and agreements by the Company and customary conditions to closing, indemnification obligations of the Company and the Equity

Underwriters, including for liabilities under the Securities Act, and termination provisions.

A copy of the Equity Underwriting Agreement is filed as Exhibit 1.2

and is incorporated herein by reference. The foregoing description of the Equity Underwriting Agreement does not purport to be complete

and is qualified in its entirety by reference to such exhibit. A copy of the opinion of Ropes & Gray LLP, relating to the validity

of the shares of Common Stock in connection with the Equity Offering, is filed as Exhibit 5.2 to this Current Report on Form 8-K.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements”

which involve risks, uncertainties and contingencies, many of which are beyond the control of the Company, which may cause actual results,

performance, or achievements to differ materially from anticipated results, performance, or achievements. All statements other than statements

of historical facts contained in this Current Report on Form 8-K are forward-looking statements. In some cases, forward-looking statements

can be identified by terms such as “may,” “will,” “should,” “expect,” “plan,”

“anticipate,” “could,” “intend,” “target,” “project,” “contemplate,”

“believe,” “estimate,” “predict,” “potential” or “continue” or the negative

of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward looking statements

include, but are not limited to, statements regarding the Company’s product candidates, market conditions and statements regarding

the anticipated use of proceeds from the offerings, including the Company’s plans

for development of its pipeline and potential commercialization of obexelimab. The forward-looking statements in this Current Report on

Form 8-K speak only as of the date of this Current Report on Form 8-K and are subject to a number of known and unknown risks, uncertainties

and assumptions that could cause the Company’s actual results to differ materially from those anticipated in the forward-looking

statements, including, but not limited to: market conditions the Company’s limited operating history, incurrence of substantial losses since the Company’s inception and anticipation of

incurring substantial and increasing losses for the foreseeable future; the Company’s need for substantial additional financing

to achieve the Company’s goals; the uncertainty of clinical development, which is lengthy and expensive, and characterized by uncertain

outcomes, and risks related to additional costs or delays in completing, or failing to complete, the development and commercialization

of the Company’s current product candidates or any future product candidates; delays or difficulties in the enrollment and dosing

of patients in clinical trials; the impact of any significant adverse events or undesirable side effects caused by the Company’s

product candidates; potential competition, including from large and specialty pharmaceutical and biotechnology companies, many of which

already have approved therapies in the Company’s current indications; the Company’s ability to realize the benefits of the

Company’s current or future collaborations or licensing arrangements and ability to successfully consummate future partnerships;

the Company’s ability to obtain regulatory approval to commercialize any product candidate in the United States or any other jurisdiction,

the risk that the data from our clinical trials is not sufficient to the satisfaction of the FDA or comparable foreign regulatory authorities

to support the submission of a biologics license application or other comparable submission or to obtain regulatory approval for our product

candidates for which we seek approval in the U.S. or elsewhere, and the risk that any such approval may be for a more narrow indication

than the Company seeks; the Company’s dependence on the services of the Company’s senior management and other clinical and

scientific personnel, and the Company’s ability to retain these individuals or recruit additional management or clinical and scientific

personnel; the fact that the Company’s independent registered public accounting firm has expressed substantial doubt about the Company’s

ability to continue as a going concern in its report on the Company’s audited financial statements included in the Company’s

Annual Report on Form 10-K for the year ended December 31, 2025; the Company’s ability to grow the Company’s organization,

and manage the Company’s growth and expansion of the Company’s operations; risks related to the manufacturing of the Company’s

product candidates, which is complex, and the risk that the Company’s third-party manufacturers may encounter difficulties in production;

the Company’s ability to obtain and maintain sufficient intellectual property protection for the Company’s product candidates

or any future product candidates the Company may develop; the Company’s reliance on third parties to conduct the Company’s

preclinical studies and clinical trials; the Company’s compliance with the Company’s obligations under the licenses granted

to the Company by others, for the rights to develop and commercialize the Company’s product candidates; significant political, trade,

regulatory developments, including changes in relations between the U.S. and China; risks related to the operations of the Company’s

suppliers, many of which are located outside of the United States, including the Company’s current sole contract manufacturing organization

for drug substance and drug product, WuXi Biologics (Hong Kong) Limited, which is located in China; the risk that the Company’s

indebtedness resulting from the Company’s loan agreement with Pharmakon Advisors LP, and the guarantors party to such agreement,

or future indebtedness could adversely affect the Company’s financial condition or restrict the Company’s future operations;

and other risks and uncertainties described in the section “Risk Factors” in the Company’s Annual Report on Form 10-K

for the year ended December 31, 2025, as well as other information we file with the Securities and Exchange Commission. The forward-looking

statements in this Current Report on Form 8-K are inherently uncertain, speak only as of the date of this Current Report on Form 8-K and

may prove incorrect. These statements are based upon information available to the Company as of the date of this Current Report on Form

8-K and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete,

and our statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially

available relevant information. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot

be predicted or quantified and some of which are beyond the Company’s control, these forward-looking statements should not be relied

upon as guarantees of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur

and actual future results, levels of activity, performance and events and circumstances could differ materially from those projected in

the forward-looking statements. Moreover, the Company operates in an evolving environment. New risks and uncertainties may emerge from

time to time, and management cannot predict all risks and uncertainties. Except as required by applicable law, neither we, nor our affiliates,

advisors or representatives, undertake any obligation to publicly update or revise any forward-looking statements contained herein, whether

as a result of any new information, future events, changed circumstances or otherwise.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

No.

Description

1.1

Underwriting

Agreement, dated March 26, 2026, among Zenas BioPharma, Inc. and Jefferies LLC, Evercore Group L.L.C., Citigroup Global Markets Inc.

and Guggenheim Securities, LLC, as representatives of the several underwriters named in Schedule A thereto (Convertible Notes Offering)

1.2

Underwriting

Agreement, dated March 26, 2026, among Zenas BioPharma, Inc. and Jefferies LLC, Evercore Group L.L.C., Citigroup Global Markets Inc.

and Guggenheim Securities, LLC, as representatives of the several underwriters named in Schedule I thereto (Equity Offering)

4.1

Indenture,

dated as of March 31, 2026, between Zenas BioPharma, Inc. and U.S. Bank Trust Company, National Association, as trustee.

4.2

First

Supplemental Indenture, dated as of March 31, 2026, between Zenas BioPharma, Inc. and U.S. Bank Trust Company, National Association,

as trustee.

4.3

Form

of 2.50% Convertible Senior Note due 2032 (included as Exhibit A in Exhibit 4.2).

5.1

Opinion

of Ropes & Gray LLP. (Convertible Notes Offering)

5.2

Opinion

of Ropes & Gray LLP. (Equity Offering)

23.1

Consent

of Ropes & Gray LLP (included in Exhibit 5.1). (Convertible Notes Offering)

23.2

Consent

of Ropes & Gray LLP (included in Exhibit 5.2). (Equity Offering)

104

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SIGNATURES

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.

Date: March 31, 2026

ZENAS BIOPHARMA, INC.

By:

/s/ Jennifer Fox

Jennifer Fox

Chief Business Officer and Chief Financial Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2610711d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

$200,000,000 2.50% Convertible Senior Notes

Due 2032

Zenas BioPharma, Inc.

UNDERWRITING AGREEMENT

March 26, 2026

JEFFERIES LLC

EVERCORE GROUP L.L.C.

CITIGROUP GLOBAL MARKETS INC.

GUGGENHEIM SECURITIES, LLC

As Representatives of the several Underwriters

c/o JEFFERIES LLC

520 Madison Avenue

New York, New York 10022

c/o EVERCORE GROUP L.L.C.

55 East 52nd Street

New York, New York 10055

c/o CITIGROUP GLOBAL MARKETS INC.

388 Greenwich Street

New York, New York 10013

c/o GUGGENHEIM SECURITIES, LLC

330 Madison Avenue

New York, New York 10017

Ladies and Gentlemen:

Introductory. Zenas BioPharma, Inc.,

a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule

A (the “Underwriters”) $200,000,000 principal amount of 2.50% Convertible Senior Notes due 2032 of the Company

(the “Securities”). The $200,000,000 principal amount of Securities to be sold by the Company are called the “Firm

Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional $30,000,000

principal amount of Securities as provided in Section 2. The additional $30,000,000 principal amount of Securities to be sold by

the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if

and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.”

Jefferies LLC (“Jefferies”), Evercore Group L.L.C. (“Evercore”), Citigroup Global Markets Inc. (“Citigroup”)

and Guggenheim Securities, LLC (“Guggenheim Securities”) have agreed to act as representatives of the several Underwriters

(in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Securities. The Offered

Securities will be convertible into cash, shares (the “Underlying Securities”) of common stock of the Company, par

value $0.0001 per share (the “Common Stock”), or a combination of cash and Underlying Securities, at the Company’s

election. The Securities will be issued pursuant to an indenture (the “Base Indenture”), as supplemented by a supplemental

indenture (the Base Indenture, as so supplemented, the “Indenture”), in each case, to be dated as of the First Closing

Date (as hereinafter defined), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein

shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires.

Substantially concurrently with the offering of

the Offered Securities, the Company will, among other things, issue and sell up to 5,750,000 shares of Common Stock (the “Shares”),

pursuant to a separate underwriting agreement and separate prospectus supplement, subject to customary closing conditions (such offering,

the “Concurrent Offering”). The offering of the Offered Securities is not contingent upon the completion of the Concurrent

Offering, the Concurrent Offering is not contingent upon the completion of the offering of the Offered Securities, and the Offered Securities

are not being offered together with the Shares.

The Company has prepared and filed with the Securities

and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-290777),

including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the

Offered Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the

form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder

(collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference

therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act,

is called the “Registration Statement.” The preliminary prospectus supplement dated March 26, 2026 describing

the Offered Securities and the offering thereof (the “Preliminary Prospectus Supplement”), together with the Base Prospectus,

is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to the Base

Prospectus in preliminary form that describes the Offered Securities and the offering thereof and is used prior to the filing of the Prospectus

(as defined below), together with the Base Prospectus, is called a “preliminary prospectus.” As used herein, the term

“Prospectus” shall mean the final prospectus supplement to the Base Prospectus that describes the Offered Securities

and the offering thereof (the “Final Prospectus Supplement”), together with the Base Prospectus, in the form first

used by the Underwriters to confirm sales of the Offered Securities or in the form first made available to the Underwriters

by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act. References herein to the Preliminary

Prospectus, any preliminary prospectus and the Prospectus shall refer to both the prospectus supplement and the Base Prospectus components

of such prospectus. As used herein, “Applicable Time” is 6:50 p.m. (New York City time) on March 26, 2026.

As used herein, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “issuer

free writing prospectus” has the meaning set forth in Rule 433(h) under the Securities Act and “Time of Sale

Prospectus” means the Preliminary Prospectus, as amended or supplemented immediately prior to the Applicable Time, together

with the free writing prospectuses, if any, identified in Schedule B hereto and the pricing term sheet set forth on Schedule

C hereto. As used herein, “Road Show” means a “road show” (as defined in Rule 433 under the Securities

Act) relating to the offering of the Offered Securities contemplated hereby that is a “written communication”

(as defined in Rule 405 under the Securities Act). As used herein, “Section 5(d) Written Communication”

means each written communication (within the meaning of Rule 405 under the Securities Act) that is made in reliance on Section 5(d) of

the Securities Act by the Company or any person authorized to act on behalf of the Company to one or more potential investors that are

qualified institutional buyers (“QIBs”) and/or institutions that are accredited investors (“IAIs”),

as such terms are respectively defined in Rule 144A and Rule 501(a) under the Securities Act, to determine whether such

investors might have an interest in the offering of the Offered Securities; “Section 5(d) Oral Communication”

means each oral communication, if any, made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized

to act on behalf of the Company made to one or more QIBs and/or one or more IAIs to determine whether such investors might have an interest

in the offering of the Offered Securities; “Marketing Materials” means any materials or information provided to investors

by, or with the approval of, the Company in connection with the marketing of the offering of the Offered Securities, including any roadshow

or investor presentations made to investors by the Company (whether in person or electronically); and “Permitted Section 5(d) Communication”

means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule D attached hereto.

All references in this Agreement to the Registration

Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus and the Prospectus shall include the documents

incorporated or deemed to be incorporated by reference therein. All references in this Agreement to financial statements and schedules

and other information which are “contained,” “included” or “stated” in, or “part of” the

Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the

Prospectus and all other references of like import, shall be deemed to mean and include all such financial statements and schedules and

other information which is or is deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus, any

preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be. All references in this

Agreement to amendments or supplements to the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base

Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities

Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”)

that is or is deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus, any preliminary prospectus,

the Base Prospectus or the Prospectus, as the case may be. All references in this Agreement to (i) the Registration Statement, the

Preliminary Prospectus, any preliminary prospectus, the Base Prospectus or the Prospectus, any amendments or supplements to any of the

foregoing, any free writing prospectus, or any issuer free writing prospectus shall include any copy thereof filed with the Commission

pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”), and (ii) the Prospectus shall

be deemed to include any “electronic Prospectus” provided for use in connection with the offering of the Offered Securities as

contemplated by Section 3(n) of this Agreement.

The Company hereby confirms its agreements with

the Underwriters as follows:

Section 1.      Representations

and Warranties of the Company. The Company hereby represents, warrants and covenants to each Underwriter, as of the date of this Agreement,

as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:

(a)            Compliance

with Registration Requirements. The Registration Statement has become effective; no stop order suspending the effectiveness of

the Registration Statement is in effect, and no proceedings for such purpose or pursuant to Section 8A of the Securities Act are

pending before or, to the Company’s knowledge, threatened by the Commission. If the Registration Statement is an automatic shelf

registration statement as defined in Rule 405 under the Securities Act, the Company is a well-known seasoned issuer (as defined in

Rule 405 under the Securities Act) eligible to use the Registration Statement as an automatic shelf registration statement and the

Company has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration

statement.

(b)            Disclosure.

(i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement,

Time of Sale Prospectus or the Prospectus complied when so filed or will comply when so filed in all material respects with the Exchange

Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when

such part became effective, did not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement,

will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to

make the statements therein not misleading, (iii) the Registration Statement and the Prospectus comply and, as amended or supplemented,

if applicable, as of the date of such amendment or supplement, will comply in all material respects with the Securities Act and the applicable

rules and regulations of the Commission thereunder and the Trust Indenture Act of 1939, as amended, and the rules and Regulations

of the Commission thereunder (collectively, the “Trust Indenture Act”), (iv) the Time of Sale Prospectus does

not, and at the time of each sale of the Offered Securities in connection with the offering when the Prospectus is not yet available to

prospective purchasers and at the Closing Date (as defined in Section 2), the Time of Sale Prospectus, as then amended or supplemented

by the Company, if applicable, as of the date of such amendment or supplement, will not, contain any untrue statement of a material fact

or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they

were made, not misleading, (v) each broadly available road show, if any, when considered together with the Time of Sale Prospectus,

does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,

in the light of the circumstances under which they were made, not misleading and (vi) the Prospectus, as of its date, does not contain

and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement

of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to

statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus (1) based upon information relating

to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use

therein or (2) from that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1)

of the Trustee under the Trust Indenture Act. The statements set forth in the Registration Statement, the Time of Sale Prospectus and

the Prospectus under the caption “Description of Notes” and “Description of Common Stock” insofar as they purport

to constitute a summary of the terms of the Offered Securities and the Common Stock, and under the caption “Material U.S. Federal

Income Tax Considerations,” insofar as they purport to describe laws or legal conclusions with respect thereto, in each case, are

accurate, complete and fair in all material respects.

Writing Prospectuses; Road Show. The Company is not an “ineligible issuer” in connection with the offering pursuant

to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to

Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the applicable requirements

of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the

Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf

of or used or referred to by the Company complies or will comply, as of the date of such filing, in all material respects with the applicable

requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing

prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, each furnished to the Representatives

before first use, the Company has not prepared, used or referred to, and will not, without the prior consent of the Representatives, prepare,

use or refer to, any free writing prospectus.

(d)            Incorporation

and Good Standing of the Company. The Company has been duly incorporated, is validly existing as a corporation in good standing

under the laws of the State of Delaware, has the corporate power and authority necessary to own or lease its property and to conduct its

business as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and is duly qualified to transact

business and is in good standing in each jurisdiction (to the extent such concept of good standing is applicable in such jurisdiction)

in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the

failure to be so qualified or be in good standing or have such power or authority would not, singly or in the aggregate, reasonably be

expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(e)            Incorporation

and Good Standing of Subsidiaries. Each subsidiary of the Company has been duly incorporated, organized or formed, as applicable,

is validly existing as a corporation or other business entity in good standing (to the extent such concept of good standing is applicable

in such jurisdiction) under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, has the corporate

or other business entity power and authority, as applicable, to own or lease its property and to conduct its business as described in

each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and is duly qualified to transact business and is in

good standing (to the extent such concept of good standing is applicable in such jurisdiction) in each jurisdiction in which the conduct

of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified

or be in good standing or have such power and authority would not, singly or in the aggregate, reasonably be expected to have a material

adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued shares of capital stock or other equity interests

of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable (to the extent such

concepts are applicable in such jurisdiction) and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances,

equities or claims.

(f)            Due

Authorization. This Agreement has been duly authorized, executed and delivered by the Company.

(g)            Authorized

Capital Stock. The authorized capital stock of the Company, including the shares of Common Stock underlying the Offered Securities,

conforms in all material respects as to legal matters to the description thereof contained in each of the Registration Statement, the

Time of Sale Prospectus and the Prospectus.

(h)            Due

Authorization of Outstanding Common Stock. The shares of Common Stock outstanding prior to the issuance of the Offered Securities

have been duly authorized and are validly issued, fully paid and non-assessable.

(i)            Authorization

of the Offered Securities. The Offered Securities have been duly authorized for issuance and sale pursuant to this Agreement and

at the First Closing Date and any Option Closing Date, as the case may be, will have been duly executed by the Company and, when authenticated,

issued and delivered by the Company as provided in the Indenture against payment therefor pursuant to this Agreement, will be duly and

validly issued and outstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company

in accordance with their terms, subject to the Enforceability Exceptions (as defined below), and will be entitled to the benefits of the

Indenture.

(j)            Stock

Option Plans of the Company. With respect to the stock options granted pursuant to the stock-based compensation plans of the Company

and its subsidiaries (the “Company Stock Plans”), (i) each grant of a stock option was duly authorized no later

than the date on which the grant of such stock option was by its terms to be effective by all necessary corporate action, including, as

applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required

stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly

executed and delivered by each party thereto, and (ii) each such grant was made in accordance with the terms of the Company Stock

Plans, and all applicable laws and regulatory rules or requirements, including all applicable federal securities laws.

(k)            Non-Contravention

of Existing Instruments; No Further Authorizations or Approvals Required. The execution and delivery by the Company of, and the

performance by the Company of its obligations under, each of this Agreement, the Indenture and the Offered Securities (together, the “Transaction

Documents”), including the issuance and delivery of cash, shares of Underlying Securities or a combination of cash and Underlying

Securities upon conversion thereof, will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation

or bylaws of the Company, (iii) any agreement or other instrument binding upon the Company or any of its subsidiaries that is material

to the Company and its subsidiaries, taken as a whole, or (iv) any judgment, order or decree of any governmental body, agency or

court having jurisdiction over the Company or any subsidiary, except in the case of clauses (i), (iii) and (iv), where such contravention

would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries taken

as a whole, and no consent, approval, authorization or order of, or qualification with, any governmental body, agency or court having

jurisdiction over the Company or any subsidiary is required for the performance by the Company of its obligations under each of the Transaction

Documents, except for the registration of the Offered Securities under the Securities Act and the qualification of the Indenture under

the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by

the Financial Industry Regulatory Authority, Inc. (“FINRA”) and as may be required by the securities or Blue Sky

laws of the various states and foreign securities laws in connection with the purchase and distribution of the Offered Securities by the

Underwriters.

(l)            No

Material Adverse Change. There has not occurred any material adverse change, or any development involving a prospective material

adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries,

taken as a whole, from that set forth in the Time of Sale Prospectus.

(m)            Organizational

Documents and Material Contracts. Neither the Company nor any of its subsidiaries is (i) in violation of its respective certificate

of incorporation, bylaws or other organizational documents; (ii) in default, and no event has occurred that, with notice or lapse

of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in

any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument binding upon the Company or any of its subsidiaries

to the Company and its subsidiaries, taken as a whole; or (iii) in violation of any law or statute or any judgment, order, rule or

regulation of any court or arbitrator or governmental or regulatory authority applicable to the Company, any of its subsidiaries or their

respective businesses and properties, except, in the case of clauses (ii) and (iii) above, for any such default or violation

that would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries,

taken as a whole.

(n)            No

Material Actions or Proceedings. There are no legal or governmental proceedings pending or, to the Company’s knowledge,

threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries

is subject (i) other than proceedings accurately described in all material respects in each of the Registration Statement, the Time

of Sale Prospectus and the Prospectus and proceedings that would not, singly or in the aggregate, reasonably be expected to have a material

adverse effect on the Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations

under each of the Transaction Documents or to consummate the transactions contemplated by each of the Registration Statement, the Time

of Sale Prospectus and the Prospectus or (ii) that are required to be described in the Registration Statement, the Time of Sale Prospectus

or the Prospectus and are not so described; and there are no statutes, regulations, contracts or other documents to which the Company

is subject or by which the Company is bound that are required to be described in the Registration Statement, the Time of Sale Prospectus

or the Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement that are not described in all

material respects or filed or incorporated by reference as required.

(o)            Preliminary

Prospectus Compliance. Each preliminary prospectus filed as part of the Registration Statement as originally filed or as part

of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects

with the applicable requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.

(p)            Company

Not an “Investment Company.” The Company is not, and after giving effect to the offering and sale of the Offered Securities

and the offering and sale of the Shares in the Concurrent Offering and the application of the proceeds thereof as described in each of

the Registration Statement, the Time of Sale Prospectus and the Prospectus will not be, required to register as an “investment company”

as such term is defined in the Investment Company Act of 1940, as amended.

(q)            Compliance

with Environmental Laws. The Company and each of its subsidiaries (i) are in compliance with any and all applicable foreign,

federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic

substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses

or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance

with all terms and conditions of any such permit, license or approval, except, in each case of (i) through (iii) above, where

such noncompliance with applicable Environmental Laws, failure to receive required permits, licenses or other approvals or failure to

comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, reasonably be expected

to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(r)            No

Liabilities Pursuant to Environmental Laws. There are no costs or liabilities of the Company or its subsidiaries arising under

applicable Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of

properties or compliance with Environmental Laws or any permit, license or approval required under applicable Environmental Laws, any

related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, reasonably

be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(s)            Registration

Rights. Except as described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, there are no contracts,

agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration

statement under the Securities Act with respect to any securities of the Company or to require the Company to include such securities

with the Offered Securities registered pursuant to the Registration Statement, except as otherwise have been validly waived in connection

with the issuance and sale of the Offered Securities contemplated hereby and as described in the Registration Statement, Time of Sale

Prospectus.

(t)             Anti-Corruption

and Anti-Bribery Laws. (i) None of the Company or any of its subsidiaries or controlled affiliates, or any director, officer,

or employee thereof, nor, to the Company’s knowledge, any agent or representative of the Company or of any of its subsidiaries or

controlled affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval

of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any government official

(including any officer or employee of a government or government-owned or controlled entity or of a public international organization,

or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate

for political office) (“Government Official”) in order to improperly influence official action, or to any person in

violation of any applicable anti-corruption laws; (ii) the Company and each of its subsidiaries and controlled affiliates have conducted

their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies

and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained

herein; and (iii) neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering

in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to

any person in violation of any applicable anti-corruption laws.

(u)            Anti-Money

Laundering Laws. The operations of the Company and each of its subsidiaries are and have been conducted at all times in material

compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended

by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act

of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and each of its subsidiaries

conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered

or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”), and no action,

suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company

or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the Company’s knowledge, threatened.

(v)            No

Conflicts with Sanctions Laws. None of the Company, any of its subsidiaries, or any director, or employee thereof, or, to the

Company’s knowledge, any agent, controlled affiliate or representative of the Company or any of its subsidiaries, is an individual

or entity (“Person”) that is, or is owned or controlled by one or more Persons that are:

(A)            the

subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the

United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively,

“Sanctions”), or

(B)            located,

organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran,

North Korea, Syria, and the Donetsk People’s Republic and Luhansk People’s Republic located in Ukraine).

(ii)            The

Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds

to any subsidiary, joint venture partner or other Person:

(A)            to

fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or

facilitation, is the subject of Sanctions; or

(B)            in

any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether

as underwriter, advisor, investor or otherwise).

(w)            Since

April 24, 2019, the Company and each of its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will

not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction

is or was the subject of Sanctions.

(x)            Company

Operations in Ordinary Course of Business. Subsequent to the respective dates as of which information is given in each of the

Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries, taken as a whole, have

not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (ii) the Company

has not purchased any of its outstanding capital stock, other than from its employees or other service providers in connection with the

termination of their service pursuant to the terms of the employee benefit or stock-based compensation plans or agreements described in

the Time of Sale Prospectus, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other

than ordinary and customary dividends; and (iii) there has not been any material change in the capital stock, short-term debt or

long-term debt of the Company and its subsidiaries, taken as a whole.

(y)            Title

to Properties. The Company does not own any real property. The Company and each of its subsidiaries have good and marketable title

to all personal property (other than intellectual property which is addressed exclusively in Section 1(z) hereof) owned by them

which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects

except such as are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or except such as do not materially

and adversely affect the value of such property and do not materially interfere with the use made and proposed to be made of such property

by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held

by them under valid, subsisting and, to the Company’s knowledge, enforceable leases with such exceptions as are not material and

do not materially interfere with the use made and proposed to be made of such real property and buildings by the Company and its subsidiaries.

(z)            Intellectual

Property Rights. The Company and its subsidiaries own or have valid, binding and enforceable licenses or other rights to practice

and use all technology, patents and patent applications, copyrights, trademarks, trademark registrations, service marks, service mark

registrations, trade names, service names and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or

confidential information, systems or procedures) and all other technology and intellectual property rights necessary for, or used in the

conduct, or the proposed conduct, of the business of the Company and its subsidiaries (including as described in the Time of Sale Prospectus

and the Prospectus) (collectively, the “Company Intellectual Property”), or to the development, manufacture, operation,

and sale of any products and services sold or proposed to be sold by the Company and its subsidiaries. To the Company’s knowledge,

the conduct of the Company’s and its subsidiaries’ respective business and the proposed conduct of its business (including

the development and commercialization of the product candidates described in the Time of Sale Prospectus and the Prospectus) has not and

will not infringe, misappropriate or otherwise conflict in any material respect with any valid intellectual property rights of others;

except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no rights of third parties

to any of the intellectual property owned by the Company or any of its subsidiaries, and such intellectual property is owned by the Company

or its subsidiary free and clear of all liens, security interests, or encumbrances; to the Company’s knowledge, the patents, trademarks

and copyrights held or licensed by the Company and its subsidiaries included within the Company Intellectual Property are valid, enforceable

and subsisting, and the patent, trademark, and copyright applications included within the Company Intellectual Property are subsisting

and have not been abandoned; and there is no infringement by third parties of any of the Company Intellectual Property. Except as described

in the Registration Statement, Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries are not obligated

or under any material liability to pay a royalty, grant a license, or provide other material consideration to any third party in connection

with the Company Intellectual Property, (ii) no action, suit, claim or other proceeding is pending or, to the Company’s knowledge,

is threatened, alleging that the Company or any of its subsidiaries is infringing, misappropriating, diluting or otherwise violating,

or would, upon the commercialization of any product or service proposed in the Time of Sale Prospectus and the Prospectus to be conducted,

infringe, misappropriate, dilute, or otherwise violate, any valid intellectual property rights of others with respect to any of the Company’s

product candidates, processes or intellectual property, and the Company is unaware of any facts which could form a reasonable basis for

any such action, suit, proceeding or claim, (iii) no action, suit, claim or other proceeding is pending or, to the Company’s

knowledge, is threatened, challenging the validity, enforceability, scope, registration, ownership or use of any of the Company Intellectual

Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim,

(iv) no action, suit, claim or other proceeding is pending or, to the Company’s knowledge, is threatened, challenging the Company’s

rights in or to any Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any

such action, suit, proceeding or claim, (v) the Company has not received notice of any claim of infringement, misappropriation or

conflict with any asserted rights of others with respect to any of the Company’s products, proposed products, processes or Company

Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim, (vi) to the

Company’s knowledge, the development, manufacture, sale, and any currently proposed use of any of the products, proposed products

or processes of the Company referred to in the Time of Sale Prospectus and the Prospectus, in the current or proposed conduct of the business

of the Company, do not infringe any right or valid patent claim of any third party, (vii) to the Company’s knowledge, no employee,

consultant or independent contractor of the Company or any of its subsidiaries (“Company Personnel”) is in or has ever

been in violation in any respect of any material term of any employment contract, patent disclosure agreement, invention assignment agreement,

non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer

or counterparty to such agreements, where the basis of such violation relates to such Company Personnel’s employment or independent

contractor’s engagement with the Company or any of its subsidiaries, actions undertaken while employed or engaged with the Company

or any of its subsidiaries, or the ownership by the Company of any Company Intellectual Property, (viii) the Company has taken reasonable

steps in accordance with normal industry practice to maintain the confidentiality of all Company Intellectual Property, including the

execution of appropriate nondisclosure and confidentiality agreements, (ix) the Company and its subsidiaries have complied with the

material terms of each agreement pursuant to which intellectual property has been licensed to the Company or any of its subsidiaries,

and all such agreements are in full force and effect, (x) none of the Company Intellectual Property or technology (including information

technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company

or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers,

directors or employees or otherwise in violation of the rights of any persons, (xi) the product candidates described in the Time

of Sale Prospectus and the Prospectus as under development by the Company fall within the scope of the claims of one or more patents or

patent applications owned by, or exclusively licensed to, the Company, and (xii) the duties of candor and good faith required by

the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in

the Company Intellectual Property have been complied with.

(aa)       ERISA

Compliance. Except as would not, singly or in the aggregate, reasonably be expected to result in a material adverse effect on

the Company and its subsidiaries, taken as a whole, (A) each Plan (as defined below) has been maintained in compliance with its terms

and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to the Employee Retirement

Income Security Act of 1974, as amended (“ERISA”) and the Internal Revenue Code of 1986, as amended (the “Code”);

(B) no non-exempt prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code,

has occurred, or is reasonably expected to occur, with respect to any Plan; (C) for each Plan, no failure to satisfy the minimum

funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived, has occurred

or is reasonably expected to occur; (D) no “reportable event” (within the meaning of Section 4043(c) of ERISA,

other than those events as to which the thirty day notice period is waived) has occurred or is reasonably expected to occur; and (E) neither

the Company nor any member of its “Controlled Group” (defined as any organization which is a member of a controlled group

of corporations within the meaning of Section 414 of the Code) has incurred, nor is reasonably expected to incur, any liability under

Title IV of ERISA (other than contributions to any Plan or any Multiemployer Plan or premiums to the PBGC, in the ordinary course

and without default) in respect of a Plan or a Multiemployer Plan. For purposes of this paragraph, (x) the term “Plan”

means an employee benefit plan, within the meaning of Section 3(3) of ERISA, subject to Title IV of ERISA, but excluding

any Multiemployer Plan, for which the Company or any member of its “Controlled Group” has any liability and (y) the term

“Multiemployer Plan” means a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA.

(bb)       Labor

Relations. No material labor dispute with the employees of the Company or any of its subsidiaries exists, or, to the Company’s

knowledge, is imminent; and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any

of its principal suppliers, manufacturers or contractors that would, singly or in the aggregate, reasonably be expected to have a material

adverse effect on the Company and its subsidiaries, taken as a whole.

(cc)       Insurance.

The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks

and in such amounts as are, in the Company’s reasonable judgment, generally deemed adequate and customary for the businesses in

which they are engaged; neither the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for;

and neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance

coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business

at a cost that would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its

subsidiaries, taken as a whole.

(dd)       Permits,

Licenses, etc. The Company and each of its subsidiaries possess all material certificates, authorizations and permits issued

by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the

Company nor any of its subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such

certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding,

would reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(ee)       Financial

Statements. The financial statements included or incorporated by reference in each of the Registration Statement, the Time of

Sale Prospectus and the Prospectus, together with the related schedules and notes thereto, comply as to form in all material respects

with the applicable accounting requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material

respects the consolidated financial position of the Company and its subsidiaries as of the dates shown and its results of operations and

cash flows for the periods shown, and such financial statements have been prepared in conformity with generally accepted accounting principles

in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods covered thereby except for

any normal year-end adjustments in the Company’s quarterly financial statements. The other financial information included or incorporated

by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus has been derived from the accounting

records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby. The

statistical, industry-related and market-related data included in each of the Registration Statement, the Time of Sale Prospectus and

the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are reliable and accurate

and such data is consistent with the sources from which they are derived, in each case in all material respects.

(ff)        Independent

Accountants. Ernst & Young LLP, which has expressed its opinion and certified certain of the financial statements of

the Company and its subsidiaries and delivered its report with respect to the audited consolidated financial statements filed with the

Commission as part of, or incorporated by reference in, the Registration Statement, the Time of Sale Prospectus and the Prospectus, is

an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and

regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities

Act.

(gg)      Company’s

Accounting System. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide

reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations;

(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain

asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization;

(iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is

taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated

by reference in the Registration Statement fairly presents the information called for in all material respects and is prepared in accordance

with the Commission’s rules and guidelines applicable thereto. Since the end of the Company’s most recent audited fiscal

year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated)

and (ii) no change in the Company’s internal control over financial reporting that has materially and adversely affected, or

is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting.

(hh)      Statistical

and Market-Related Data. The statistical, industry and market related data included or incorporated by reference in the Registration

Statement, the Time of Sale Prospectus and the Prospectus are based on or derived from sources that the Company believes, after reasonable

inquiry, to be reliable and accurate. To the Company’s knowledge, after reasonable investigation, it does not require the consent

of any third party for the use of any such data.

(ii)        Disclosure

Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company and its Subsidiaries

maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Securities

Exchange Act of 1934 (the “Exchange Act’)) that complies with the requirements of the Exchange Act and that has been

designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act

is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including

controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as

appropriate to allow timely decisions regarding required disclosure.

(jj)        No

Integrated Offering. Except as described in the Time of Sale Prospectus and the Registration Statement, the Company has not sold,

issued or distributed any shares of Common Stock during the six-month period preceding the date hereof, including any sales pursuant to

Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified

stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

(kk)     Tax

Law Compliance. The Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns required

to be filed through the date of this Agreement or have requested extensions thereof (except where the failure to file would not, singly

or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole) and

have paid all taxes required to be paid whether or not reported thereon (except for cases in which the failure to pay would not, singly

or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, or,

except as currently being contested in good faith and for which reserves required by U.S. GAAP have been created in the financial statements

of the Company), and no tax deficiency has been determined adversely to the Company or any of its subsidiaries which, singly or in the

aggregate, has had (nor does the Company nor any of its subsidiaries have any notice or knowledge of any tax deficiency which would reasonably

be expected to be determined adversely to the Company or its subsidiaries and which would reasonably be expected to have) a material adverse

effect on the Company and its subsidiaries, taken as a whole. There are no outstanding agreements or waivers extending the statutory period

of limitation applicable to any federal, state, local or foreign tax return for any period, other than pursuant to automatic extensions

of the due date for filing a tax return obtained in the ordinary course of business.

(ll)        Sarbanes-Oxley

Act. There is and has been no failure on the part of the Company, or to the knowledge of the Company, any of the Company’s

directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley

Act”) and the rules and regulations promulgated in connection therewith, including Section 402 related to loans, to

the extent compliance is required, and is taking steps designed to ensure that it will be in compliance, at all times, with the other

provisions of the Sarbanes-Oxley Act when they become applicable to the Company.

(mm)    No

Price Stabilization or Manipulation; Compliance with Regulation M. The Company has not taken, directly or indirectly, any action

designed to or that would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Offered Securities

or of any “reference security” (as defined in Rule 100 of Regulation M under the Exchange Act (“Regulation M”))

with respect to the Offered Securities.

(nn)      Emerging

Growth Company. From the time of initial confidential submission of the registration statement to the Commission relating to the

Company’s initial public offering through the date hereof, the Company has been and is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”).

(oo)       Distribution

of Offering Materials. Other than in connection with the Company’s initial public offering, the Company (i) has not

engaged in any Testing-the-Waters Communication and (ii) has not authorized anyone to engage in Testing-the-Waters Communications.

The Company has not distributed any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405

under the Securities Act other than those listed on Schedule D hereto. “Testing-the-Waters Communication” means any

communication with potential investors undertaken in reliance on Section 5(d) or Rule 163B of the Securities Act.

(pp)       Securities

Act Compliance. As of the time of each sale of the Offered Securities in connection with the offering when the Prospectus is not

yet available to prospective purchasers, none of (A) the Time of Sale Prospectus, (B) any free writing prospectus, when considered

together with the Time of Sale Prospectus, and (C) any individual Testing-the-Waters Communication, when considered together with

the Time of Sale Prospectus, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit

to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,

not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions in the Time

of Sale Prospectus, any free writing prospectus or any Testing-the-Waters Communication based upon information relating to any Underwriter

furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use therein, which includes

Underwriting Information (as defined in Section 8(b) hereof).

(qq)       Health

Care Law Compliance. The Company and its subsidiaries are and at all times have been in compliance with all applicable Health

Care Laws, as defined below, in all material respects. For purposes of this Agreement, “Health Care Laws” means: (i) the

Federal Food, Drug, and Cosmetic Act (21 U.S.C. §§ 301 et seq.), the Public Health Service Act (42 U.S.C. §§ 201 et

seq.) and the regulations promulgated thereunder; (ii) all applicable federal, state, local and all applicable foreign health care

related fraud and abuse laws, including, without limitation, the U.S. Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the U.S. False

Statements Law (42 U.S.C. § 1320a-7b(a)), the Civil Monetary Penalties Law (42 U.S.C. § 1320a-7a), the U.S. Civil False Claims

Act (31 U.S.C. § 3729 et seq.), all criminal laws relating to health care fraud and abuse, including but not limited to 18 U.S.C.

§§ 286 and 287, and the health care fraud criminal provisions under the U.S. Health Insurance Portability and Accountability

Act of 1996 (“HIPAA”) (42 U.S.C. §§ 1320d et seq.), the Physician Payments Sunshine Act (42 U.S.C. §

1320a-7h), the exclusions law (42 U.S.C. § 1320a-7), and the regulations promulgated thereunder; (iii) Medicare (Title XVIII

of the Social Security Act) and Medicaid (Title XIX of the Social Security Act), and the regulations promulgated thereunder; (iv) the

Standards for Privacy of Individually Identifiable Health Information, the Security Standards, and the Standards for Electronic Transactions

and Code Sets promulgated under HIPAA, the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”)

(42 U.S.C. §§ 17921 et seq.), and the regulations promulgated thereunder and any state or non-U.S. counterpart thereof or other

law or regulation the purpose of which is to protect the privacy of individuals or prescribers; (v) the Patient Protection and Affordable

Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010, and the regulations promulgated thereunder;

(vi) any and all other healthcare laws, statutes, rules and regulations applicable to the ownership, testing, development, manufacture,

packaging, processing, use, distribution, marketing, advertising, labeling, promotion, sale, offer for sale, storage, import or export

of any product manufactured or distributed by the Company; and (vii) all amendments to any of the foregoing. Neither the Company

nor its subsidiaries has received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration

or other action from any court or arbitrator or governmental or regulatory authority or third party alleging that the Company or its subsidiaries

are in material violation of any Health Care Laws, and, to the Company’s knowledge, no such claim, action, suit, proceeding, hearing,

enforcement, investigation, arbitration or other action is threatened in writing. Neither the Company, nor any of its subsidiaries, is

a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders, or similar agreements with or

imposed by any governmental or regulatory authority. The Company and its subsidiaries (i) possess all material licenses, certificates,

approvals, clearances, exemptions, authorizations and permits required under the Health Care Laws (“Health Care Permits”);

(ii) are in material compliance with and have fulfilled and performed their respective material obligations with respect to such

Health Care Permits; and (iii) to the Company’s knowledge, no event has occurred which allows, or after notice or lapse of

time would reasonably be expected to allow, revocation or termination of any Health Care Permit; and (iv) have filed, obtained, maintained

or submitted all material reports, applications, records, submissions, supplements or amendments as required by the Health Care Laws or

the Health Care Permits, and all such reports, applications, records, submissions, supplements or amendments were timely, complete, accurate

and not misleading on the date filed (or were corrected or supplemented by a subsequent submission) in all material respects.

(rr)       Regulatory

Correspondence. The Company has not received (i) any warning letter, untitled letter or other material notice from the U.S.

Food and Drug Administration (“FDA”) or other governmental entity alleging or asserting material noncompliance with

any Health Care Laws or (ii) any notice that the FDA or any governmental entity has taken or is taking action to limit, suspend,

modify or revoke any material Health Care Permits.

(ss)       Clinical

Data Compliance. The preclinical tests and clinical trials, and other studies (collectively, “Studies”) that

are described in, or the results of which are referred to in, the Registration Statement, the Time of Sale Prospectus or the Prospectus

were and, if still pending, are being conducted in all material respects in accordance with the protocols, procedures and controls designed

and approved for such Studies and with all Health Care Laws. Each description of the results of the Studies is accurate and complete in

all material respects and fairly presents the data derived from such Studies, and to the Company’s knowledge, there are no other

Studies the results of which are materially inconsistent with, or otherwise call into question, the results described or referred to in

the Registration Statement, the Time of Sale Prospectus or the Prospectus. Except as described in the Registration Statement, the Time

of Sale Prospectus and the Prospectus, the Company has not received any notice of, or correspondence from, the FDA or any other governmental

entity or institutional review board requiring the termination, suspension or material modification or partial or full clinical hold of

any clinical trials that are described or referred to in the Registration Statement, the Time of Sale Prospectus or the Prospectus.

(tt)        No

Exclusion, Suspension or Debarment. Neither the Company nor its subsidiaries, or its subsidiaries’ officers or directors,

or to the knowledge of the Company, its employees or agents, is or has been excluded, suspended or debarred from participation in any

U.S. federal health care program or by the FDA or any other governmental entity pursuant to 21 U.S.C. § 335a or similar laws, or,

to the Company’s knowledge, is subject to a governmental inquiry, investigation, proceeding, or other similar action that could

reasonably be expected to result in debarment, suspension, or exclusion, or engaged in any conduct that would reasonably be expected to

result in debarment, suspension, or exclusion.

(uu)      Compliance

with Data Privacy Laws. Except as would not, singly or in the aggregate, reasonably be expected to have a material adverse effect

on the Company and its subsidiaries, taken as a whole, the Company and each of its subsidiaries are, and at all prior times in the past

six years were, in compliance in all respects with all applicable data privacy and security laws and regulations or contractual obligations

regarding the collection, use, transfer, storage, processing, protection, disposal or disclosure of all Personal Data, including, without

limitation, and in each case only to the extent applicable, the European Union General Data Protection Regulation (“GDPR”)

(EU 2016/679), Access to U.S. Sensitive Personal Data and Government-Related Data by Countries of Concern or Covered Persons,” 90

Fed. Reg. 1636 (Jan. 8, 2025) codified at 28 C.F.R. § 202, including any amendments thereto and guidance issued thereunder (together,

the “U.S. Data Security Program”), and the California Consumer Privacy Act (“CCPA”) of 2018, as

amended by the California Privacy Rights Act of 2020 (collectively, the “Privacy and Security Obligations”). “Personal

Data” means (i) a natural person’s name, street address, telephone number, e-mail address, photograph of the natural

person, social security number or tax identification number, driver’s license number, passport number, credit card number, bank

information, or customer or account number; (ii) “personal data,” “personal information,” or similar term

as defined by the Privacy and Security Obligations; and (iii) any other piece of information that reasonably allows the identification

of such natural person, except any “protected health information” as defined by HIPAA or other information that has been explicitly

exempted by an applicable Privacy and Security Obligation. The Company and its subsidiaries have in place, comply with, and take appropriate

steps designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security

and the collection, storage, processing, use, disclosure, handling, and analysis of all sensitive, confidential, or regulated data (collectively

“Sensitive Data”) and Personal Data (collectively all such policies, procedures comprising the “Policies”).

The Company has (i) provided accurate notice of its privacy practices then in effect to appropriate data subjects, which contain

materially accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and do

not contain any material omissions of the Company’s then-current privacy practices and (ii) made all disclosures to appropriate

data subjects required by applicable Privacy and Security Obligations in all material respects. None of such disclosures made have been

inaccurate, misleading, deceptive or in violation of any Privacy and Security Obligations or Policies in any material respect. The execution,

delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of violation

of any Privacy and Security Obligations or Policies. The Company further certifies that neither it nor any subsidiary: (i) has received

notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy and Security

Obligations, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is

currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy

and Security Obligation; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any

Privacy and Security Obligation.

(vv)       Cybersecurity.

The Company’s, its subsidiaries’, and, to the knowledge of the Company, its third party providers’ information technology

assets and equipment, computers, technology systems and other systems, networks, hardware, software, websites, applications, and databases

(collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection

with the operation of the business of the Company and its subsidiaries as currently conducted, free and clear of all material bugs, errors,

defects, Trojan horses, time bombs, malware and other corruptants. The Company, its subsidiaries, and, to the knowledge of the Company,

its third party service providers have implemented and maintained physical, technical and administrative controls, policies, procedures,

and safeguards designed to maintain and protect its confidential information and the integrity, continuous operation, redundancy and security

of all IT Systems (including all Sensitive Data and Personal Data) and data used in connection with the operation of the Company or its

subsidiaries. The Company and its subsidiaries have used reasonable efforts to establish, and have established, commercially reasonable

disaster recovery and security plans, procedures and facilities for the business, including, without limitation, for the information technology

systems and data held or used by or for the Company or any of its subsidiaries. There have been no internal or external security breaches

or attacks, outages or unauthorized uses of or accesses to IT Systems, Sensitive Data, or Personal Data, or any other compromises of or

relating to same.

(ww)     Statistical

Rating Organization. Neither the Company nor any of its subsidiaries has any securities rated by any “nationally recognized

statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act.

(xx)       Outbound

Investment Security Program. Neither the Company nor any of its subsidiaries is a “covered foreign person”, as

that term is defined in 31 C.F.R. § 850.209. Neither the Company nor any of its subsidiaries currently engages, or has plans to engage,

directly or indirectly, in a “covered activity”, as that term is defined in in 31 C.F.R. § 850.208 (“Covered

Activity”). The Company does not have any joint ventures that engages in or plans to engage in any Covered Activity. The Company

also does not, directly or indirectly, hold a board seat on, have a voting or equity interest in, or have any contractual power to direct

or cause the direction of the management or policies of any person or persons that engages or plans to engage in any Covered Activity.

(yy)       eXtensible

Business Reporting Language. The interactive data in eXtensible Business Reporting Language included or incorporated by reference

in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance

with the Commission’s rules and guidelines applicable thereto.

(zz)       Stock

Exchange Listing. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and

is listed on the Nasdaq Global Select Market (“Nasdaq”), and the Company has taken no action designed to, or likely

to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from Nasdaq,

nor has the Company received any notification that the Commission or Nasdaq is contemplating terminating such registration or listing.

To the Company’s knowledge, it is in compliance with all applicable listing requirements of Nasdaq.

(aaa)     The

Indenture. The Indenture has been duly authorized by the Company and, when duly executed and delivered in accordance with its

terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company enforceable against the Company

in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the

enforcement of creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability

Exceptions”), and the Indenture will conform in all material respects to the requirements of the Trust Indenture Act.

(bbb)     The

Maximum Number of Underlying Securities. Upon issuance and delivery of the Offered Securities in accordance with this Agreement

and the Indenture, the Offered Securities will be convertible at the option of the holder thereof into cash, Underlying Securities, or

a combination of cash and Underlying Securities, at the Company’s election, in accordance with the terms of the Offered Securities

and the Indenture. A number of Underlying Securities equal to the product of (x) the number of Offered Securities (assuming the Underwriters

exercise their option to purchase Optional Securities in full) and (y) the conversion rate for the Offered Securities (assuming the

maximum increase to such conversion rate for a conversion of Offered Securities in connection with a “make-whole fundamental change”)

(the “Maximum Number of Underlying Securities”) have been duly authorized and reserved for issuance by the Company

by all necessary corporate action and such Maximum Number of Underlying Securities, if and when issued upon any conversion of the Offered

Securities in accordance with the terms of the Offered Securities and the Indenture, will be validly issued, fully paid and non-assessable;

no holder of such Underlying Securities will be subject to personal liability by reason of being such a holder; and the issuance of such

Underlying Securities upon any such conversion will not be subject to the preemptive or other similar rights of any securityholder of

the Company.

(ccc)     Descriptions

of the Transaction Documents. Each Transaction Document conforms (or will conform) in all material respects to the description

thereof contained in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(ddd)     Margin

Rules. None of the issuance, sale and delivery of the Offered Securities or the Maximum Number of Underlying Securities nor the

application of the proceeds thereof by the Company as described in each of the Registration Statement, the Time of Sale Prospectus and

the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such

Board of Governors.

Section 2.      Purchase,

Sale and Delivery of the Offered Securities.

(a)            The

Firm Securities. Upon the terms herein set forth, the Company agrees to issue and sell to the several Underwriters $200,000,000

aggregate principal amount of Firm Securities. On the basis of the representations, warranties and agreements herein contained, and upon

the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company

the respective principal amount of Firm Securities set forth opposite their names on Schedule A at a price equal to 97.0% of the

principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from March 31, 2026 to the First

Closing Date.

(b)            The

First Closing Date. Delivery of the Firm Securities to be purchased by the Underwriters and payment therefor shall be made at

the offices of Cooley LLP (or such other place as may be agreed to by the Company and the Representatives) at 10:00 a.m. New York

City time, on March 31, 2026 or such other time and date not later than 1:30 p.m. New York City time, on April 14,

2026 as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “First

Closing Date”). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone

the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Representatives

to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11.

Optional Securities; Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained,

and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to

purchase, severally and not jointly, up to an additional $30,000,000 principal amount of Optional Securities from the Company, solely

to cover over-allotments, at the Purchase Price plus accrued interest, if any, from March 31, 2026 to the Option Closing Date, or

if such time and date of delivery of the Optional Securities occurs on the First Closing Date, then the First Closing Date. The option

granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representatives to the Company,

which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the principal

amount of Optional Securities plus accrued interest as to which the Underwriters are exercising the option and (ii) the time, date

and place at which the Optional Securities will be delivered (which time and date may be simultaneous with, but not earlier than, the

First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing

Date” shall refer to the time and date of delivery of the Firm Securities and such Optional Securities). Any such time and date

of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by

the Representatives and shall not be earlier than two or later than five full business days after delivery of such notice of exercise.

If any Optional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the principal amount

of Optional Securities (subject to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives

in their sole discretion shall make) that bears the same proportion to the principal amount of Firm Securities (a) to be purchased

as set forth on Schedule A opposite the name of such Underwriter bears to the total principal amount of Firm Securities and (b) the

Company agrees to sell the number of Optional Securities set forth in the paragraph “Introductory” of this Agreement (subject

to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make).

The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

(d)            Public

Offering of the Offered Securities. The Representatives hereby advise the Company that the Underwriters intend to offer for sale

to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective

portions of the Offered Securities as soon after this Agreement has been executed and the Registration Statement has been declared effective

as the Representatives, in their sole judgment, have determined is advisable and practicable.

(e)            Payment

for the Offered Securities. Payment for the Offered Securities to be sold by the Company shall be made at the First Closing Date

(and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company. It is understood

that the Representatives have been authorized, for their own accounts and the accounts of the several Underwriters, to accept delivery

of and receipt for, and make payment of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have

agreed to purchase. Jefferies, Evercore, Citigroup and Guggenheim Securities, individually and not as the Representatives of the Underwriters,

may (but shall not be obligated to) make payment for any Offered Securities to be purchased by any Underwriter whose funds shall not have

been received by the Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account

of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

(f)            Delivery

of the Offered Securities. The Company shall deliver, or cause to be delivered to the nominee of The Depository Trust Company

(“DTC”) for the Representatives for the accounts of the several Underwriters one or more global notes representing

the Offered Securities (collectively, the “Global Note”), at the First Closing Date and any Option Closing Date, as

applicable, against release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall

be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

The Global Note will be made available for inspection by the Representatives at the office of Jefferies LLC set forth above not later

than 1:00 p.m. New York City time, on the business day prior to the First Closing Date or any Option Closing Date, as the case may

be.

Section 3.      Additional

Covenants of the Company.

(a)            Commission

Filing Fees. The Company agrees to pay the required Commission filing fees relating to the Offered Securities within the time

required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with the

Rules 456(b) and 457(r) under the Securities Act.

(b)            Delivery

of Registration Statement, Time of Sale Prospectus and Prospectus. The Company shall furnish to you in New York City, without

charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period

when a prospectus relating to the Offered Securities is required by the Securities Act to be delivered (whether physically or through

compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Securities, as many

copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as you

may reasonably request.

Review of Proposed Amendments and Supplements. During the period when a prospectus relating to the Offered Securities is required

by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar

rule), the Company (i) will furnish to the Representatives for review, a reasonable period of time prior to the proposed time of

filing of any proposed amendment or supplement to the Registration Statement, a copy of each such amendment or supplement and (ii) will

not amend or supplement the Registration Statement without the Representatives’ prior written consent, which consent shall not be

unreasonably withheld or delayed. Prior to amending or supplementing any preliminary prospectus, the Time of Sale Prospectus or the Prospectus,

the Company shall furnish to the Representatives for review, a reasonable amount of time prior to the time of filing or use of the proposed

amendment or supplement, a copy of each such proposed amendment or supplement. The Company shall not file or use any such proposed amendment

or supplement without the Representatives’ prior written consent, which consent shall not be unreasonably withheld or delayed. The

Company shall file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus

required to be filed pursuant to such Rule.

(d)            Free

Writing Prospectuses. The Company shall furnish to the Representatives for review, a reasonable amount of time prior to the proposed

time of filing or use thereof, a copy of each proposed free writing prospectus or issuer free writing prospectus or any amendment or supplement

thereto prepared by or on behalf of, used by, or referred to by the Company, and the Company shall not file, use or refer to any proposed

free writing prospectus or any issuer free writing prospectus or any amendment or supplement thereto without the Representatives’

prior written consent, which consent shall not be unreasonably withheld or delayed. The Company shall furnish to each Underwriter, without

charge, as many copies of any free writing prospectus or any issuer free writing prospectus prepared by or on behalf of, used by or referred

to by the Company as such Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act to be

delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with

sales of the Offered Securities (but in any event if at any time through and including the First Closing Date) there occurred or occurs

an event or development as a result of which any free writing prospectus or any issuer free writing prospectus prepared by or on behalf

of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or

included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order

to make the statements therein, in the light of the circumstances prevailing at such time, not misleading, the Company shall promptly

amend or supplement such free writing prospectus or issuer free writing prospectus, as applicable, to eliminate or correct such conflict

or so that the statements in such free writing prospectus or issuer free writing prospectus, as applicable, as so amended or supplemented

will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,

in the light of the circumstances prevailing at such time, not misleading, as the case may be; provided, however, that prior to

amending or supplementing any such free writing prospectus or any such issuer free writing prospectus, the Company shall furnish to the

Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended

or supplemented free writing prospectus or issuer free writing prospectus, as applicable, and the Company shall not file, use or refer

to any such amended or supplemented free writing prospectus or issuer free writing prospectus, as applicable, without the Representatives’

prior written consent, which consent shall not be unreasonably withheld or delayed.

(e)            Filing

of Underwriter Free Writing Prospectuses. The Company shall not take any action that would result in an Underwriter or the Company

being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared

by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder.

(f)            Amendments

and Supplements to Time of Sale Prospectus. If the Time of Sale Prospectus is being used to solicit offers to buy the Offered

Securities at a time when the Prospectus is not yet available to prospective purchasers, and any event shall occur or condition exist

as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus does not include

an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light

of the circumstances under which they were made when delivered to a prospective purchaser, not misleading, or if during such time any

event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the

Registration Statement then on file, or if, in the reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement

the Time of Sale Prospectus to comply with applicable law, the Company shall (subject to Section 3(b) and Section 3(c))

prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments

or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will

not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that

the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time

of Sale Prospectus, as amended or supplemented, will comply with applicable law.

(g)            Certain

Notifications and Required Actions. After the date of this Agreement, the Company shall promptly advise the Representatives in

writing of: (i) the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) the

time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary

prospectus, the Time of Sale Prospectus, any free writing prospectus, any issuer free writing prospectus or the Prospectus; (iii) the

time and date that any post-effective amendment to the Registration Statement becomes effective; and (iv) the issuance by the Commission

of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any amendment

or supplement to any preliminary prospectus, the Time of Sale Prospectus or the Prospectus or of any order preventing or suspending the

use of any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus or the Prospectus, any issuer free writing

prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation of the shares of Common Stock issuable upon

conversion of the Offered Securities from any securities exchange upon which they are listed for trading or included or designated for

quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop

order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment. Additionally,

the Company agrees that it shall comply with all applicable provisions of Rule 424(b), Rule 433, and Rule 430B under the

Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b) or Rule 433

were received in a timely manner by the Commission. If, after the date of this Agreement and during any time when a prospectus is required

by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar

rule), the Company receives notice pursuant to Rule 401(g)(2) under the Securities Act from the Commission or otherwise ceases

to be eligible to use the automatic shelf registration form, the Company shall promptly advise the Representatives in writing of such

notice or ineligibility and will (i) promptly file a new registration statement or post-effective amendment on the proper form relating

to the Offered Securities, (ii) use its best efforts to cause such registration statement or post-effective amendment to be declared

effective by the Commission as soon as practicable and (iii) promptly notify the Representatives in writing of such effectiveness.

(h)            Amendments

and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of

which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material

fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus

is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser,

not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it is otherwise necessary to amend or supplement

the Prospectus to comply with applicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) to promptly

prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements

to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material

fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus

is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser,

not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. Neither the Representatives’

consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under

Section 3(b) or Section 3(c).

(i)            Blue

Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the

Offered Securities for sale under (or obtain exemptions from the application of) the state securities or Blue Sky laws or Canadian provincial

securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall

continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities.

The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of

process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation where it is not otherwise

subject to taxation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or

any such exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of

any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption,

the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

(j)            Use

of Proceeds. The Company shall apply the net proceeds from the sale of the Offered Securities sold by it in the manner described

under the caption “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus, and the Prospectus.

(k)            Transfer

Agent. The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Offered Securities and the

shares of Common Stock issuable upon conversion of the Offered Securities.

(l)            Earnings

Statement. The Company will make generally available to its security holders and to the Representatives as soon as practicable

an earnings statement (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter

of the Company occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities

Act and the rules and regulations of the Commission thereunder, provided that the Company will be deemed to have made generally available

such statement to the extent it is available on EDGAR.

(m)            Continued

Compliance with Securities Laws. The Company will comply with the Securities Act and the Exchange Act so as to permit the completion

of the distribution of the Offered Securities as contemplated by the Transaction Documents, the Registration Statement, the Time

of Sale Prospectus, and the Prospectus. Without limiting the generality of the foregoing, the Company will, during the period when a prospectus

relating to the Offered Securities is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172

under the Securities Act or any similar rule), file on a timely basis with the Commission and Nasdaq all reports and documents required

to be filed under the Exchange Act.

(n)            The

Maximum Number of Underlying Securities. The Company will reserve and keep available at all times, free of preemptive rights,

a number of shares of Common Stock equal to the Maximum Number of Underlying Securities. The Company will use its reasonable best efforts

to effect and maintain the listing of a number of shares of Common Stock issuable upon conversion of the Offered Securities equal to the

Maximum Number of Underlying Securities on Nasdaq.

(o)            Company

to Provide Copy of the Prospectus in Form That May be Downloaded from the Internet. If requested by the Representatives,

the Company shall cause to be prepared and delivered, at its expense, within one business day from the effective date of this Agreement,

to the Representatives an “electronic Prospectus” to be used by the Underwriters in connection with the offering and

sale of the Offered Securities. As used herein, the term “electronic Prospectus” means a form of Prospectus, and any

amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory

to the Representatives, that may be transmitted electronically by the Representatives and the other Underwriters to offerees and purchasers

of the Offered Securities; (ii) it shall disclose the same information as the paper Prospectus, except to the extent that graphic

and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic

Prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it

shall be in or convertible into a paper format or an electronic format, satisfactory to the Representatives, that will allow investors

to store and have continuously ready access to the Prospectus at any future time, without charge to investors (other than any fee charged

for subscription to the Internet as a whole and for on-line time). The Company hereby confirms that it has included or will include in

the Prospectus filed pursuant to EDGAR or otherwise with the Commission and in the Registration Statement at the time it was declared

effective an undertaking that, upon receipt of a request by an investor or his or her representative, the Company shall transmit or cause

to be transmitted promptly, without charge, a paper copy of the Prospectus.

(p)            Agreement

Not to Offer or Sell Additional Securities. The Company also covenants with each Underwriter that, without the prior written consent

of Jefferies LLC, it will not, and will not publicly disclose an intention to, during the period ending 60 days after the date of the

Prospectus (the “Restricted Period”) (1) offer, pledge, sell, contract to sell, sell any option or contract to

purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose

of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock,

(2) enter into any hedging, swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences

of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by

delivery of Common Stock or such other securities, in cash or otherwise, or (3) confidentially submit any draft registration statement

or file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible

into or exercisable or exchangeable for Common Stock.

The restrictions contained in the preceding paragraph

shall not apply to (a) the Offered Securities to be sold hereunder, (b) the issuance by the Company of shares of Common Stock

upon the exercise of an option or warrant or the conversion or settlement of a security outstanding on the date hereof that is described

in each of the Registration Statement, Time of Sale Prospectus and Prospectus, (c) grants of options, restricted stock or other equity

awards and the issuance of Common Stock or securities convertible into or exercisable for Common Stock (whether upon the exercise of stock

options or otherwise) to employees, officers, directors, advisors, or consultants of the Company pursuant to the terms of a plan as described

in the Registration Statement, Time of Sale Prospectus and Prospectus, provided that the Company shall cause each recipient of such grant

to execute and deliver to the Representatives an agreement substantially in the form of Exhibit A hereto if such recipient has not

already delivered one, (d) the filing of a registration statement on Form S-8 to register Common Stock issuable pursuant to

any employee benefit plans, qualified stock option plans or other employee compensation plans, described in the Registration Statement,

Time of Sale Prospectus and Prospectus, (e) Common Stock or any securities convertible into, or exercisable or exchangeable for,

Common Stock, or the entrance into an agreement to issue Common Stock or any securities convertible into, or exercisable or exchangeable

for, Common Stock, in connection with (i) the acquisition by the Company or any of its subsidiaries of the securities, business,

property or other assets of another person or entity, including pursuant to an employee benefit or equity-based compensation plan or agreement

assumed by the Company or any of its subsidiaries in connection with such acquisition or (ii) joint ventures, licensing arrangements,

commercial relationships or other strategic transactions; provided that the aggregate number of shares of Common Stock issued or issuable

pursuant to this clause (e) shall not exceed ten percent of the total number of shares of Common Stock issued and outstanding immediately

following the offering and issuance of the Shares in the Concurrent Offering and provided further that the Company shall cause each recipient

of such shares to execute and deliver to the Representatives, on or prior to such issuance, a “lock-up” agreement, substantially

in the form of Exhibit A hereto, (f) facilitating the establishment of a trading plan on behalf of a stockholder, officer or

director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided

that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public

announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of

such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such

plan during the Restricted Period, (g) the issuance and sale of the Shares in the Concurrent Offering, (h) the 2,000,000 shares

of Common Stock issuable to InnoCare Pharma Limited (“InnoCare”) as partial consideration pursuant to that certain license

agreement between InnoCare and the Company, dated October 7, 2025, or (i) shares of Common Stock that may be issued and sold

pursuant to the Open Market Sale AgreementSM, dated October 8, 2025, by and between the Company and Jefferies, following

the earlier to occur of (x) the date that is 30 days following the date hereof and (y) the date that the Underwriters exercise

in full their option to purchase the Optional Securities pursuant to Section 2 hereof.

(q)            [Reserved.]

(r)            Investment

Limitation. The Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Offered Securities

in such a manner as would require the Company to register as an investment company under the Investment Company Act. During the period

of one year after the First Closing Date or any Option Closing Date, if later, the Company will not be, nor will it become, an open-end

investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8

of the Investment Company Act.

(s)            No

Stabilization or Manipulation; Compliance with Regulation M. The Company will not take, and will ensure that no affiliate of the

Company will take, directly or indirectly, any action designed to or that might cause or result in stabilization or manipulation of the

price of the Common Stock or any reference security with respect to the Common Stock, whether to facilitate the sale or resale of the

Offered Securities or otherwise, and the Company will, and shall cause each of its affiliates to, comply with all applicable provisions

of Regulation M.

(t)            [Reserved.]

(u)            [Reserved.]

(v)            Amendments

and Supplements to Permitted Section 5(d) Communications. If at any time following the distribution of any Permitted

Section 5(d) Communication, there occurred or occurs an event or development as a result of which such Permitted Section 5(d) Communication

included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order

to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly

notify the Representatives and will promptly amend or supplement, at its own expense, such Permitted Section 5(d) Communication

to eliminate or correct such untrue statement or omission.

(w)            DTC.

The Company will assist the Underwriters in arranging for the Offered Securities to be eligible for clearance and settlement through

DTC.

(x)            Conversion

Rate. No event has occurred that would, if the Offered Securities were outstanding, require an adjustment to the Conversion

Rate (as defined in the Indenture) for the Offered Securities pursuant to the terms of the Indenture. During the period beginning from

the date hereof and continuing until the latest Option Closing Date, the Company will not do or authorize any act or thing that would

result in an adjustment of the Conversion Rate (as defined in the Indenture).

(y)            Term

Sheet. The Company will prepare a final term sheet relating to this offering of the Offered Securities and the Concurrent Offering

in a form approved by the Representatives (as set forth in Schedule C hereto) and will file such term sheet pursuant

to and within the time required by Rule 433(d) under the Securities Act.

Section 4.      Payment

of Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay

or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements

and expenses of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the

Offered Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration

Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf

of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated

therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified,

(ii) all costs and expenses related to the transfer and delivery of the Offered Securities to the Underwriters, including any transfer

or other taxes payable thereon, (iii) the reasonable and documented cost of printing or producing any Blue Sky or Legal Investment

memorandum in connection with the offer and sale of the Offered Securities under state securities laws and all expenses in connection

with the qualification of the Offered Securities for offer and sale under state securities laws, including filing fees and the reasonable

and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the

Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel

to the Underwriters incurred in connection with the review and qualification of the offering of the Offered Securities by FINRA (provided

such fees and disbursements of counsel payable by the Company pursuant to clauses (iii) and (iv) shall not, in the aggregate,

exceed $25,000), (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A

relating to the Common Stock and all costs and expenses incident to listing the shares of Common Stock underlying the Offered Securities

on Nasdaq, (vi) the cost of printing certificates representing the Offered Securities, (vii) the costs and charges of any transfer

agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any “road

show” undertaken in connection with the marketing of the offering of the Offered Securities, including, without limitation, expenses

associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides

and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the

Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and 50% of the cost

of any aircraft chartered in connection with the road show (the remaining 50% of the cost of such aircraft to be paid by the Underwriters),

(ix) the document production charges and expenses associated with printing this Agreement, (x) any fees charged by rating agencies

for rating the Offered Securities, (xi) the fees and expenses of the Trustee and any paying agent (including related fees and expenses

of any counsel to such parties), (xii) all expenses and application fees incurred in connection with the approval of the Offered

Securities for book-entry transfer by DTC, and (xiii) all other costs and expenses incident to the performance of the obligations

of the Company under the Transaction Documents for which provision is not otherwise made in this Section. It is understood, however, that

except as provided in this Section, and the last paragraph of Section 7, Section 9 or Section 10 below, the Underwriters

will pay all of their own costs and expenses, including, without limitation, fees and disbursements of their counsel, travel and lodging

expenses of the Underwriters (except as otherwise specifically set forth in clause (viii) of this paragraph with respect to the costs

related to chartered aircraft, if any) stock transfer taxes payable on resale of any of the Offered Securities by them and any advertising

expenses connected with any offers they may make.

Section 5.      Covenant

of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result

in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus

prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under

Rule 433(d); provided that Underwriters may use the term sheet as set forth in Schedule C hereto.

Section 6.      Conditions

of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the

Offered Securities as provided herein on the First Closing Date and, with respect to the Optional Securities, each Option Closing Date,

shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as

of the date hereof and as of the First Closing Date as though then made and, with respect to the Optional Securities, as of each Option

Closing Date as though then made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each

of the following additional conditions:

(a)            Comfort

Letter. On the date hereof, the Representatives shall have received from Ernst & Young LLP, independent registered public

accountants for the Company, a letter dated the date hereof addressed to the Underwriters, in form and substance satisfactory to the Representatives,

containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters,

delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited and unaudited

financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus, and each

free writing prospectus, if any.

(b)            Compliance

with Registration Requirements; No Stop Order. For the period from and after the date of this Agreement and through and including

the First Closing Date and, with respect to any Optional Securities purchased after the First Closing Date, each Option Closing Date:

(A)            The

Company shall have filed the Prospectus with the Commission (including the information required by Rule 430B under the Securities

Act) in the manner and within the time period required by Rule 424(b) under the Securities Act and will file any free writing

prospectus or any issuer free writing prospectus, if any, identified in Schedule B hereto (including the term sheet substantially

in the form of Schedule C hereto) to the extent required by Rule 433 under the Securities Act; or the Company shall

have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such

post-effective amendment shall have become effective.

(B)            No

order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to

Section 8A under the Securities Act shall be pending before or threatened by the Commission.

shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in

the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus

that, in the judgment of the Representatives, is material and adverse and that makes it, in the judgment of the Representatives, impracticable

to market the Offered Securities on the terms and in the manner contemplated in the Time of Sale Prospectus.

Material Adverse Change or Ratings Agency Change; No Objection from FINRA. For the period from and after the date of this Agreement

and through and including the First Closing Date and, with respect to any Optional Securities purchased after the First Closing Date,

each Option Closing Date:

(A)            in

the judgment of the Representatives there shall not have occurred any material adverse change;

(B)            there

shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review

for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company

by any “nationally recognized statistical rating organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F) under

the Exchange Act; and

shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

(d)            Opinion

of Counsel for the Company. On each of the First Closing Date and each Option Closing Date the Representatives shall have received

the opinion and negative assurance letter of Ropes & Gray LLP, counsel for the Company, in form and substance satisfactory to

the Representatives.

(e)            Opinion

of Intellectual Property Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representatives

shall have received the opinion of Proskauer Rose LLP, counsel for the Company with respect to intellectual property matters, dated as

of such date, in form and substance satisfactory to the Representatives.

(f)            Opinion

of Counsel for the Underwriters. On each of the First Closing Date and each Option Closing Date the Representatives shall have

received the opinion and negative assurance letter of Cooley LLP, counsel for the Underwriters in connection with the offer and sale of

the Offered Securities, in form and substance satisfactory to the Underwriters, dated as of such date.

(g)            Officers’

Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate

executed by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect

set forth in Section 6(b)(B) and 6(b)(C) and further to the effect that:

(A)            that

there has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition,

financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set

forth in the Time of Sale Prospectus; and

(B)            that

the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the

Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed

or satisfied hereunder on or before the Closing Date.

The officer signing and delivering such certificate

may rely upon the best of his or her knowledge as to proceedings threatened.

(h)            Bring-down

Comfort Letter. On each of the First Closing Date and each Option Closing Date the Representatives shall have received from Ernst &

Young LLP, independent registered public accountants for the Company, a letter dated such date, in form and substance satisfactory to

the Representatives, which letter shall: (i) reaffirm the statements made in the letter furnished by them pursuant to Section 6(a),

except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior

to the First Closing Date or the applicable Option Closing Date, as the case may be; and (ii) cover certain financial information

contained in the Prospectus.

(i)            Lock-Up

Agreements. On or prior to the date hereof, the Company shall have furnished to the Representatives an agreement in the form of

Exhibit A hereto from each of the persons listed on Exhibit B hereto, and each such agreement shall be in full

force and effect on each of the First Closing Date and each Option Closing Date.

(j)            Approval

of Listing. At the First Closing Date, the Company shall have provided notification to Nasdaq that the Company intends to issue

the number of shares of Common Stock equal to the Maximum Number of Underlying Securities and there shall not be any written objection

from Nasdaq with respect to such notification.

(k)            [Reserved.].

(l)            DTC.

The Offered Securities shall be eligible for clearance and settlement through DTC.

(m)            Additional

Documents. On or before each of the First Closing Date and each Option Closing Date, the Representatives and counsel for the Underwriters

shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass

upon the issuance and sale of the Offered Securities as contemplated herein, or in order to evidence the accuracy of any of the representations

and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company

in connection with the issuance and sale of the Offered Securities as contemplated herein and in connection with the other transactions

contemplated by this Agreement shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters.

If any condition specified in this Section 6

is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from Jefferies,

Evercore, Citigroup and Guggenheim Securities to the Company at any time on or prior to the First Closing Date and, with respect to the

Optional Securities, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the

part of any party to any other party, except that Section 4, Section 7, Section 9 and Section 10 shall at all times

be effective and shall survive such termination.

Section 7.      Reimbursement

of Underwriters’ Expenses. If this Agreement is terminated by the Representatives pursuant to Section 6, Section 11

or Section 12, or if the sale to the Underwriters of the Offered Securities on the First Closing Date is not consummated because

of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof,

the Company agrees to reimburse the Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement

with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representatives

and the Underwriters in connection with the proposed purchase and the offering and sale of the Offered Securities, including, but not

limited to, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges. For the avoidance

of doubt, it is understood that the Company will not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults

on its obligations to purchase Offered Securities.

Section 8.      Effectiveness

of this Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

Section 9.      Indemnity

and Contribution.

(a)            The

Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of

either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning

of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation,

any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out

of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or

any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free

writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or

is required to file, pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under

the Securities Act (a “road show”), the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication,

or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or

necessary to make the statements therein not misleading (in the case of any preliminary prospectus, the Time of Sale Prospectus or any

amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any

Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any

road show, or the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, in the light of the circumstances

under which they were made), except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue

statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to

any Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use

therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists

of the following information in the Prospectus: (i) the first sentence of the third paragraph under the caption “Underwriting”,

(ii) the first and second sentences of the first paragraph under the section entitled “Commission and Expenses,” (iii) the

first sentence of the first paragraph under the section entitled “Stabilization,” and (iv) the first sentence of the

first paragraph under the section entitled “Electronic Distribution,” each under the caption “Underwriting” in

the Preliminary Prospectus and the Prospectus (the “Underwriting Information”).

(b)            Each

Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration

Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20

of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Underwriter, but only with reference to information

relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in

the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer

free writing prospectus, road show or the Prospectus or any amendment or supplement thereto, it being understood and agreed that the only

such information furnished by any Underwriter through the Representatives consists of the Underwriting Information.

case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity

may be sought pursuant to Section 9(a) or 9(b), such person (the “indemnified party”) shall promptly notify

the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party,

upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified

party and any others the indemnifying party may designate in such proceeding and shall pay the reasonably incurred and documented fees

and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain

its own counsel, but the reasonably incurred and documented fees and expenses of such counsel shall be at the expense of such indemnified

party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or

(ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified

party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between

them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection

with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonably incurred and documented fees and expenses

of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such reasonably incurred

and documented fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Representatives,

in the case of parties indemnified pursuant to Section 9(a), and by the Company, in the case of parties indemnified pursuant to Section 9(b).

The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with

such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from

and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an

indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonably incurred and documented

fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it

shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into

more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have

reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without

the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which

any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such

settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such

proceeding.

(d)            To

the extent the indemnification provided for in Section 9(a) or 9(b) is unavailable to an indemnified party or insufficient

in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu

of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result

of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received

by the Company on the one hand and the Underwriters on the other hand from the offering of the Offered Securities or (ii) if the

allocation provided by clause 9(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect

not only the relative benefits referred to in clause 9(d)(i) above but also the relative fault of the Company on the one hand

and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages

or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand

and the Underwriters on the other hand in connection with the offering of the Offered Securities shall be deemed to be in the same respective

proportions as the net proceeds from the offering of the Offered Securities (before deducting expenses) received by the Company and the

total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the

Prospectus, bear to the aggregate initial public offering price of the Offered Securities as set forth on such cover. The relative fault

of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether

the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information

supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity

to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 8

are several in proportion to the respective number of Offered Securities they have purchased hereunder, and not joint.

(e)            The

Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 9 were determined

by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation

that does not take account of the equitable considerations referred to in Section 9(d). The amount paid or payable by an indemnified

party as a result of the losses, claims, damages and liabilities referred to in Section 9(d) shall be deemed to include, subject

to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating

or defending any such action or claim. Notwithstanding the provisions of this Section 9, no Underwriter shall be required to contribute

any amount in excess of the amount by which the total price at which the Offered Securities underwritten by it and distributed to the

public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason

of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the

meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such

fraudulent misrepresentation. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies

which may otherwise be available to any indemnified party at law or in equity.

(f)            The

indemnity and contribution provisions contained in this Section 9 and the representations, warranties and other statements of the

Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this

Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate

of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance

of and payment for any of the Offered Securities.

Section 10.      Default

of One or More of the Several Underwriters. If, on the First Closing Date or any Option Closing Date any one or more of the

several Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date,

and the aggregate principal amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused

to purchase does not exceed 10% of the aggregate principal amount of the Offered Securities to be purchased on such date, the Representatives

may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters,

but if no such arrangements are made by such date, the other Underwriters shall be obligated, severally and not jointly, in the proportions

of the principal amount of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate principal

amount of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be

specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting

Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date any one or more of the

Underwriters shall fail or refuse to purchase Offered Securities and the aggregate principal amount of Offered Securities with respect

to which such default occurs exceeds 10% of the aggregate principal amount of Offered Securities to be purchased on such date, and arrangements

satisfactory to the Representatives and the Company for the purchase of such Offered Securities are not made within 36 hours after such

default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4,

Section 7, Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives

or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but

in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or

any other documents or arrangements may be effected. If, on any Option Closing Date, any one or more of the several Underwriters shall

fail or refuse to purchase Optional Securities and the aggregate number of Optional Securities with respect to which such default occurs

exceeds 10% of the aggregate principal amount of the Offered Securities, the non-defaulting Underwriters shall have the option to (i) terminate

their obligation hereunder to purchase the Optional Securities to be sold on such Option Closing Date or (ii) purchase not less than

the number of Optional Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default.

As used in this Agreement, the term “Underwriter”

shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this

Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Section 11.      Termination

of this Agreement. The Underwriters may terminate this Agreement by notice given by the Representatives to the Company, if

after the execution and delivery of this Agreement and prior to or on the Closing Date or any Option Closing Date, as the case may be,

(i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange

or Nasdaq, (ii) trading of any securities of the Company shall have been suspended on any national securities exchange or in any

over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States

shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities

or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or

crisis that, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified

in this clause (v), makes it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offer, sale

or delivery of the Offered Securities on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus.

Section 12.      No

Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Offered Securities

pursuant to this Agreement, including the determination of the public offering price of the Offered Securities and any related discounts

and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on

the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter

is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, creditors, employees

or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company

with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised

or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering

contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates

may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters

have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has

consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Section 13.      Representations

and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements

of the Company, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force

and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of its or their partners, officers

or directors or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery

of and payment for the Offered Securities sold hereunder and any termination of this Agreement.

Section 14.      Notices.

All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto

as follows:

If to the Representatives:

Jefferies LLC

520 Madison Avenue

New York, New York 10022

Facsimile: (646) 619-4437

Attention: General Counsel

Evercore Group L.L.C.

55 East 52nd Street, 36th Floor

New York, New York 10055

Attention: ECM, General Counsel

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Facsimile: (646) 291-1469

Attention: General Counsel

Guggenheim Securities, LLC

330 Madison Avenue

New York, New York 10017

Facsimile: (212) 658-9689

Attention: Head of Equity Capital Markets

with a copy to:

Cooley LLP

55 Hudson Yards

New York, New York 10001

Attention: Richard C. Segal

Email: rsegal@cooley.com

If to the Company:

Zenas BioPharma, Inc.

852 Winter Street, Suite 250

Waltham, MA 02451

Attention: Jeff Held, Chief Legal Officer

with a copy to:

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199-3600

Attention: Thomas Danielski

Any party hereto may change the address for receipt of communications

by giving written notice to the others.

Section 15.      Successors.

This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Underwriters pursuant to

Section 10 hereof, and to the benefit of the affiliates, directors, officers, employees, agents and controlling persons referred

to in Section 9, and in each case their respective successors and personal representatives, and no other person will have any right

or obligation hereunder. The term “successors” shall not include any purchaser of the Offered Securities as such from

any of the Underwriters merely by reason of such purchase.

Section 16.      Partial

Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the

validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement

is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor

changes) as are necessary to make it valid and enforceable.

Section 17.      Recognition

of the U.S. Special Resolution Regimes.

(a)            In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were

governed by the laws of the United States or a state of the United States.

(b)            In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

For purposes of this Agreement, (A) “BHC

Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with,

12 U.S.C. § 1841(k); (B) “Covered Entity” means any of the following: (i) a “covered entity”

as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as

that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that

term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (C) “Default Right” has the

meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable;

and (D) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations

promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated

thereunder.

Section 18.      Governing

Law Provisions. This Agreement, any claim, controversy or disputes arising under or related to this Agreement and any transaction

contemplated by this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

Section 19.      General

Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral

and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may

be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and

hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature

covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other

applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly

and validly delivered and be valid and effective for all purposes. This Agreement may not be amended or modified unless in writing by

all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the

condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction

or interpretation of this Agreement.

Each of the parties hereto acknowledges that it

is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including,

without limitation, the indemnification and contribution provisions of Section 9, and is fully informed regarding said provisions.

Each of the parties hereto further acknowledges that the provisions of Section 9 hereof fairly allocate the risks in light of the

ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made

in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, each free writing prospectus, each issuer free

writing prospectus and the Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and

the Exchange Act.

If the foregoing is in accordance with your understanding

of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts

hereof, shall become a binding agreement in accordance with its terms.

Very truly yours,

ZENAS BIOPHARMA, INC.

By:

/s/ Jennifer Fox

Name: Jennifer Fox

Title: Chief Business Officer and Chief Financial Officer

The foregoing Underwriting Agreement is hereby

confirmed and accepted by the Representatives in New York, New York as of the date first above written.

JEFFERIES LLC

EVERCORE GROUP L.L.C.

CITIGROUP GLOBAL MARKETS INC.

GUGGENHEIM SECURITIES, LLC

Acting individually and as Representatives

of the several Underwriters named in

the attached Schedule

JEFFERIES LLC

By:

/s/ Michael Brinkman

Name: Michael Brinkman

Title: Managing Director

EVERCORE GROUP L.L.C.

By:

/s/ Adam Bilali

Name: Adam Bilali

Title: Senior Managing Director

CITIGROUP GLOBAL MARKETS INC.

By:

/s/ James Nicholson

Name: James Nicholson

Title: Managing Director

GUGGENHEIM SECURITIES, LLC

By:

/s/ Shiv Taylor, M.D.

Name: Shiv Taylor, M.D.

Title: Senior Managing Direcotr

Schedule A

Underwriters

Principal Amount of

Firm Securities

to be Purchased

Jefferies LLC

$ 72,000,000

Evercore Group L.L.C.

$ 48,000,000

Citigroup Global Markets Inc.

$ 42,000,000

Guggenheim Securities, LLC

$ 26,000,000

Wedbush Securities Inc.

$ 12,000,000

Total

$ 200,000,000

Schedule B

Free Writing Prospectuses Included in the Time of Sale Prospectus

Free Writing Prospectus, dated March 26, 2026, relating to the

pricing term sheet.

Issuer Free Writing Prospectuses Not Included in the Time of Sale Prospectus

Free Writing Prospectus, dated March 26, 2026, relating to the

launch press release, filed pursuant to Rule 433 under the Securities Act.

Free Writing Prospectus, to be dated March 26, 2026, relating

to the pricing press release, filed pursuant to Rule 433 under the Securities Act.

Schedule C

Pricing Term Sheet

Schedule D

Written Communications and Marketing Materials

None.

Exhibit A

Form of Lock-up Agreement

_____________, 2026

Jefferies LLC

Evercore Group L.L.C.

Citigroup Global Markets Inc.

Guggenheim Securities, LLC

As Representatives of

the several Equity Underwriters named in

Schedule A to the Equity Underwriting

Agreement referred to below and

of the several Debt Underwriters

named in Schedule A to the Debt Underwriting

Agreement referred to below

c/o

Jefferies LLC

520 Madison Avenue

New York, New York 10022

c/o

Evercore Group L.L.C.

55 East 52nd Street

New York, New York 10055

c/o

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

c/o

Guggenheim Securities, LLC

330 Madison Avenue

New York, New York 10017

Ladies and Gentlemen:

The undersigned understands that (i) Jefferies

LLC (“Jefferies”), Evercore Group L.L.C. (“Evercore”), Citigroup Global Markets Inc. (“Citi”)

and Guggenheim Securities, LLC (“Guggenheim Securities” and together with Jefferies, Evercore and Citi, the “Representatives”),

as representatives of the several underwriters named in Schedule A to such agreement (collectively, the “Equity Underwriters”),

propose to enter into an Underwriting Agreement (the “Equity Underwriting Agreement”) with Zenas BioPharma, Inc.,

a Delaware corporation (the “Company”), providing for the public offering (the “Equity Offering”)

by the several Equity Underwriters of shares (the “Shares”) of the common stock, par value $0.0001 per share, of the

Company (the “Common Stock”) and (ii) Jefferies, Evercore, Citi and Guggenheim Securities, as representatives

of the several underwriters named in Schedule A to such agreement (collectively, the “Debt Underwriters”), propose

to enter into an Underwriting Agreement (the “Debt Underwriting Agreement” and together with the Equity Underwriting

Agreement, the “Underwriting Agreements”) with the Company providing for the public offering (the “Debt Offering”

and together with the Equity Offering, the “Offerings”) by the several Debt Underwriters of convertible senior notes

(the “Notes”, and together with the Shares, the “Securities”). The Notes will be convertible into

Shares. In the event that the Company and the Representatives determine to only commence the Equity Offering, then references herein to

the term “Offerings” and “Securities” shall mean the “Equity Offering” and “Shares”, respectively,

while if such parties determine to only commence the Debt Offering, then references herein to the term “Offerings” and “Securities”

shall mean the “Debt Offering” and “Notes”, respectively.

To induce the Equity Underwriters and the Debt Underwriters that may

participate in the Offerings to continue their efforts in connection with the Offerings, the undersigned hereby agrees that, without the

prior written consent of Jefferies on behalf of the Equity Underwriters and the Debt Underwriters, it will not, and will not publicly

disclose an intention to, during the period commencing on the date hereof and ending 60 days after the date of the final prospectus supplements

(the “Restricted Period”) relating to the Offerings (the “Prospectus”), (1) offer, pledge,

sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant

to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such

term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned

or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other

arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether

any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities,

in cash or otherwise. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging

or other transactions designed or intended, or which could reasonably be expected, to lead to or result in, a sale or disposition of any

shares of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, even if any such sale or disposition

transaction or transactions would be made or executed by or on behalf of someone other than the undersigned.

The foregoing paragraph shall not apply to:

(a) if the undersigned is not an officer or director of the Company,

in transactions relating to shares of Common Stock or other securities acquired in the Offerings or in open market transactions after

the pricing of the Offerings; provided that no filing under Section 16(a) of the Exchange Act or other public announcement

shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in the

Offerings or in such open market transactions;

(b) transfers of shares of Common Stock or any other securities

(i) as a bona fide gift or for bona fide estate planning purposes, (ii) to an immediate family member (as defined below) or

to any trust for the direct or indirect benefit of the undersigned or an immediate family member of the undersigned, (iii) to any

corporation, partnership, limited liability company, investment fund, trust or other entity of which the undersigned and the immediate

family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, or (iv) by

will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or an immediate family member

of the undersigned; provided that in the case of any transfer or distribution pursuant to this clause (b), (A) each donee,

distributee or transferee shall sign and deliver a lock-up agreement substantially in the form of this agreement, (B) no filing under

Section 16(a) of the Exchange Act or other public announcement, reporting a reduction in beneficial ownership of shares of Common

Stock, shall be voluntarily made during the Restricted Period, (C) other than in the case of preceding clauses (i) and (iv),

no filing under Section 16(a) of the Exchange Act or other public announcement, reporting a reduction in beneficial ownership

of shares of Common Stock, shall be required during the Restricted Period (other than a required filing on Schedule 13D, 13F or 13G) and,

to the extent a filing under Section 16(a) of the Exchange Act is required during the Restricted Period as a result of transfers

pursuant to clauses (i) and (iv) of this paragraph, such filing shall clearly indicate in the footnotes thereto that the filing

relates to the circumstances described in clause (i) or clause (iv) hereof, respectively, and (D) such transfer shall not

involve a disposition for value;

to a charitable organization or educational institution in a transaction not involving a disposition for value; provided that in

the case of any transfer or distribution pursuant to this clause (c), (A) each transferee shall sign and deliver a lock-up agreement

substantially in the form of this agreement and (B) no filing under Section 16(a) of the Exchange Act or other public announcement,

reporting a reduction in beneficial ownership of shares of Common Stock, shall be voluntarily made during the Restricted Period and, to

the extent a Form 4 or Form 5 filing under Section 16(a) of the Exchange Act is required during the Restricted Period

as a result of transfers made pursuant to this clause (c), such filing shall clearly indicate in the footnotes thereto that the filing

relates to the circumstances described in this clause (c);

(d) if the undersigned is a corporation, partnership, limited

liability company, trust or other business entity, (i) transfers or distributions of shares of Common Stock or any other securities

to current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates

(within the meaning of Rule 405 under the Securities Act of 1933, as amended) of the undersigned, or to the estates of any of the

foregoing or (ii) transfers or distributions to any investment fund or other entity controlling, controlled by, managing or managed

by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned

is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership); provided

that, in the case of any transfer or distribution pursuant to this clause (d), (A) each distributee or transferee shall sign

and deliver a lock-up agreement substantially in the form of this agreement, (B) no filing under Section 16(a) of the Exchange

Act or other public announcement, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall

be voluntarily made during the Restricted Period (other than a required filing on Schedule 13D, 13F or 13G), and (C) such transfer

shall not involve a disposition for value;

(e) the transfer of shares of Common Stock or any other securities

to the Company to satisfy any tax, including estimated tax, remittance, or other payment obligations of the undersigned arising in connection

with a vesting event of the Company’s securities, upon the settlement of restricted stock units or the payment due for the exercise

of options (including a transfer to the Company for the “net” or “cashless” exercise of options) or other rights

to purchase securities of the Company, in all such cases pursuant to equity awards granted under a stock incentive plan or other equity

award plan of the Company described in the Prospectus; provided, that any remaining shares of Common Stock or securities convertible

into Common Stock received upon such vesting, settlement or exercise shall be subject to the terms of this agreement; and provided

further, that no filing under Section 16(a) of the Exchange Act or other public announcement, reporting a reduction in beneficial

ownership of shares of Common Stock, shall be voluntarily made during the Restricted Period and, to the extent a filing under Section 16(a) of

the Exchange Act is required during the Restricted Period as a result of transfers made pursuant to this clause (e), such filing shall

clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause (e), including that (i) the

securities remain subject to the terms of this agreement and (ii) that no securities were sold by the undersigned;

(f) the establishment or amendment of a trading plan pursuant

to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock; provided that (i) such plan does not

provide for the transfer of Common Stock during the Restricted Period, and (ii) to the extent a filing under Section 16(a) of

the Exchange Act or other public announcement is required or voluntarily made during the Restricted Period by or on behalf of the undersigned

or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer

of Common Stock may be made under such plan during the Restricted Period and any such filing under Section 16(a) of the Exchange

Act shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause (f);

(g) the transfer of shares of Common Stock or any other securities

that occurs by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or other court order;

provided that (i) the transferee shall sign and deliver a lock-up agreement substantially in the form of this agreement, and

(ii) and, to the extent a filing under Section 16(a) of the Exchange Act is required during the Restricted Period as a

result of transfers made pursuant to this clause (g), such filing shall clearly indicate in the footnotes thereto that the filing relates

to the circumstances described in this clause (g);

(h) transfers to the Company in connection with the repurchase

of Common Stock in connection with the termination of the undersigned’s employment with the Company pursuant to contractual agreements

with the Company as in effect as of the date of the Prospectus and described in the Prospectus; provided that no filing under Section 16(a) of

the Exchange Act or other public announcement, reporting a reduction in beneficial ownership of shares of Common Stock, shall be voluntarily

made during the Restricted Period and, to the extent a filing under Section 16(a) of the Exchange Act is required during the

Restricted Period as a result of transfers made pursuant to this clause (h), such filing shall clearly indicate in the footnotes thereto

that the filing relates to the circumstances described in this clause (h);

(i) the transfer of shares of Common Stock or any other securities

pursuant to a bona fide third- party tender offer, merger, consolidation or other similar transaction that is approved by the Board of

Directors of the Company, made to all holders of Common Stock involving a change of control (as defined below); provided that,

in the event that the change of control is not completed, the Common Stock or any other securities owned by the undersigned shall remain

subject to the restrictions contained in this agreement; or

(j) transfers with the prior written consent of Jefferies.

As used herein, (i) “immediate family member” means

the spouse, domestic partner, lineal descendant, father, mother, brother, sister, or any other person with whom the undersigned has a

relationship by blood, marriage or adoption not more remote than first cousin and (ii) “change of control” shall mean

the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related

transactions, to a person or group of affiliated persons (other than an Equity Underwriter and Debt Underwriter, as applicable, pursuant

to the Offerings), of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would

hold more than 50% of the number of outstanding voting securities of the Company (or the surviving entity) and 50% of the voting control

of the outstanding voting securities of the Company (or the surviving entity).

In addition, the undersigned agrees that, without the prior written

consent of Jefferies on behalf of the Equity Underwriters and the Debt Underwriters, it will not, during the Restricted Period, make any

demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable

or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s

transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock or any security convertible into or

exercisable or exchangeable for Common Stock except in compliance with the foregoing restrictions.

The undersigned understands that the Company and the Equity Underwriters

and the Debt Underwriters are relying upon this agreement in proceeding toward consummation of the Offerings. The undersigned further

understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors

and assigns.

The undersigned acknowledges and agrees that the Equity Underwriters

and the Debt Underwriters have not provided any recommendation or investment advice nor have the Equity Underwriters and the Debt Underwriters

solicited any action from the undersigned with respect to the Offerings of the Securities and the undersigned has consulted their own

legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees

that, although the Equity Underwriters and the Debt Underwriters may provide certain Regulation Best Interest and Form CRS disclosures

or other related documentation to you in connection with the Offerings, the Equity Underwriters and the Debt Underwriters are not making

a recommendation to you to participate in the Offerings or sell any Securities at the price determined in the Offerings, and nothing

set forth in such disclosures or documentation is intended to suggest that any Equity Underwriter or Debt Underwriter is making such a

recommendation. The undersigned further acknowledges and agrees that none of the Equity Underwriters and the Debt Underwriters has made

any recommendation or provided any investment or other advice to the undersigned with respect to this Lock-Up Agreement or the subject

matter hereof, and the undersigned has consulted its own legal, accounting, financial, regulatory, tax and other advisors with respect

to this Lock-Up Agreement and the subject matter hereof to the extent the undersigned has deemed appropriate.

Whether or not the Offerings actually occur depends on a number of

factors, including market conditions. The Offerings will only be made pursuant to the Underwriting Agreements, the terms of which are

subject to negotiation between the Company and the Equity Underwriters and the Debt Underwriters.

This agreement shall automatically terminate and the undersigned will

be released from all obligations hereunder upon the earliest to occur, if any, of (a) the Company, on the one hand, or Jefferies,

on the other hand, advising the other in writing that such party or parties have determined not to proceed with the Offerings prior to

the execution of the Underwriting Agreements, (b) the date the registration statement on Form S-3 is withdrawn, (c) the

date the Underwriting Agreements are terminated (other than the provisions thereof that survive termination pursuant to the terms thereof),

if prior to the closing of the Offerings, and (d) April 30, 2026, if the Underwriting Agreements have not been executed by such

date.

This agreement shall be governed by and construed in accordance with

the laws of the State of New York.

[Signature page follows]

This agreement may be delivered via facsimile, electronic mail (including

pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other

transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective

for all purposes.

Very truly yours,

Name of Securityholder (Print exact name)

By:

Signature

If not signing in an individual capacity:

Name of Authorized Signatory (Print)

Title of Authorized Signatory (Print)

(indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

Exhibit B

Directors, Executive Officers and Others

Signing Lock-up Agreement

Non-Employee Directors

· Patricia Allen

· James Boylan

· Patrick Enright

· Tomas Kiselak

· Hongbo Lu, Ph.D.

· Jake Nunn

· John Orloff, M.D.

Executive Officers

· Leon O. Moulder, Jr.

· Joseph L. Farmer

· Jennifer Fox

· Lisa von Moltke, M.D.

Affiliated Funds

· Tellus BioVentures, LLC

· Enavate Sciences Inc.

· Fairmount Funds Management LLC

· Longitude Capital Management Co., LLC

· SR One Capital Management, LP

· NEXTBio Capital

D-1

EX-1.2 — EXHIBIT 1.2

EX-1.2

Filename: tm2610711d1_ex1-2.htm · Sequence: 3

Exhibit 1.2

5,000,000 Shares

Zenas biopharma, Inc.

COMMON STOCK, PAR VALUE $0.0001 PER SHARE

UNDERWRITING AGREEMENT

March 26, 2026

Jefferies LLC

Evercore Group L.L.C.

Citigroup Global Markets Inc.

Guggenheim Securities, LLC

c/o

Jefferies LLC

520 Madison Avenue

New York, New York 10022

c/o

Evercore Group L.L.C.

55 East 52nd Street

New York, New York 10055

c/o

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

c/o

Guggenheim Securities, LLC

330 Madison Avenue

New York, New York 10017

Ladies and Gentlemen:

Zenas BioPharma, Inc.,

a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I

hereto (the “Underwriters”), for whom Jefferies LLC, Evercore Group L.L.C., Citigroup Global Markets Inc. and Guggenheim

Securities, LLC are acting as representatives (the “Representatives”), 5,000,000 shares of its common stock, par value

$0.0001 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not

more than an additional 750,000 shares of its common stock, par value $0.0001 per share (the “Additional Shares”),

if and to the extent that the Representatives shall have determined to exercise, on behalf of the Underwriters, the right to purchase

such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter

collectively referred to as the “Shares.” The shares of common stock, par value $0.0001 per share, of the Company

to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.”

Substantially concurrently

with the offering of the Shares, the Company will, among other things, issue and sell up to $230,000,000 aggregate principal amount of

its 2.50% Convertible Senior Notes due 2032 (the “Convertible Notes”), pursuant to a separate underwriting agreement

and separate prospectus supplement, subject to customary closing conditions (such offering, the “Concurrent Offering”).

The offering of the Shares is not contingent upon the completion of the Concurrent Offering, the Concurrent Offering is not contingent

upon the completion of the offering of the Shares, and the Shares are not being offered together with the Convertible Notes.

The Company has

filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File

No. 333-290777), including a preliminary prospectus, relating to the securities (the “Shelf Securities”), including

the Shares, to be issued from time to time by the Company. The registration statement as amended at the time it becomes effective, including

the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under

the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration

Statement”; and the related prospectus covering the Shelf Securities dated October 8, 2025 in the form first used to confirm

sales of the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to

Rule 173 under the Securities Act) is hereinafter referred to as the “Basic Prospectus.” The Basic Prospectus,

as supplemented by the prospectus supplement specifically relating to the Shares in the form first used to confirm sales of the Shares

(or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under

the Securities Act) is hereinafter referred to as the “Prospectus.”

For purposes of

this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “preliminary

prospectus” means any preliminary form of the Prospectus, “Time of Sale Prospectus” means the documents

and pricing information set forth below the caption “Time of Sale Prospectus” in Schedule II hereto, and “broadly

available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the

Securities Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement,”

“Basic Prospectus,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus”

shall include the documents, if any, incorporated by reference therein as of the date hereof. The terms “supplement,” “amendment”

and “amend” as used herein with respect to the Registration Statement, the Basic Prospectus, any preliminary prospectus,

the Prospectus or the Time of Sale Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant

to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are deemed to be incorporated by reference

therein.

1.            Representations

and Warranties. The Company represents and warrants to and agrees with each of the Underwriters that:

(a)            The

Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and

no proceedings for such purpose or pursuant to Section 8A of the Securities Act are pending before or, to the Company’s knowledge,

threatened by the Commission. If the Registration Statement is an automatic shelf registration statement as defined in Rule 405

under the Securities Act, the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) eligible

to use the Registration Statement as an automatic shelf registration statement and the Company has not received notice that the Commission

objects to the use of the Registration Statement as an automatic shelf registration statement.

(b)            (i) Each

document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement, Time

of Sale Prospectus or the Prospectus complied when so filed or will comply when so filed in all material respects with the Exchange Act

and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such

part became effective, did not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement,

will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary

to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented,

if applicable, as of the date of such amendment or supplement, will comply in all material respects with the Securities Act and the applicable

rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale

of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date

(as defined in Section 4), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, as of the

date of such amendment or supplement, will not, contain any untrue statement of a material fact or omit to state a material fact necessary

in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each

broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement

of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading and (v) the Prospectus, as of its date, does not contain and, as amended or supplemented,

if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state

a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not

misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the

Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to

the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use therein.

Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities

Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has

been, or will be, filed with the Commission in accordance with the applicable requirements of the Securities Act and the applicable rules and

regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to

Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies

or will comply, as of the date of such filing, in all material respects with the applicable requirements of the Securities Act and the

applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule

II hereto, and electronic road shows, if any, each furnished to the Representatives before first use, the Company has not prepared, used

or referred to, and will not, without the prior consent of the Representatives, prepare, use or refer to, any free writing prospectus.

(d)            The

Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has

the corporate power and authority necessary to own or lease its property and to conduct its business as described in each of the Registration

Statement, the Time of Sale Prospectus and the Prospectus and is duly qualified to transact business and is in good standing in each

jurisdiction (to the extent such concept of good standing is applicable in such jurisdiction) in which the conduct of its business or

its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good

standing or have such power or authority would not, singly or in the aggregate, reasonably be expected to have a material adverse effect

on the Company and its subsidiaries, taken as a whole.

(e)            Each

subsidiary of the Company has been duly incorporated, organized or formed, as applicable, is validly existing as a corporation or other

business entity in good standing (to the extent such concept of good standing is applicable in such jurisdiction) under the laws of the

jurisdiction of its incorporation, organization or formation, as applicable, has the corporate or other business entity power and authority,

as applicable, to own or lease its property and to conduct its business as described in each of the Registration Statement, the Time

of Sale Prospectus and the Prospectus and is duly qualified to transact business and is in good standing (to the extent such concept

of good standing is applicable in such jurisdiction) in each jurisdiction in which the conduct of its business or its ownership or leasing

of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing or have such

power and authority would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and

its subsidiaries, taken as a whole; all of the issued shares of capital stock or other equity interests of each subsidiary of the Company

have been duly and validly authorized and issued, are fully paid and non-assessable (to the extent such concepts are applicable in such

jurisdiction) and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims.

(f)             This

Agreement has been duly authorized, executed and delivered by the Company.

(g)            The

authorized capital stock of the Company conforms in all material respects as to legal matters to the description thereof contained in

each of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(h)            The

shares of Common Stock outstanding prior to the issuance of the Shares have been duly authorized and are validly issued, fully paid and

non-assessable.

(i)             The

Shares have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will be validly

issued, fully paid and non-assessable, and the issuance of the Shares will not be subject to any preemptive or similar rights that have

not been validly waived.

(j)             With

respect to the stock options granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company

Stock Plans”), (i) each grant of a stock option was duly authorized no later than the date on which the grant of such

stock option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the board of directors

of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number

of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto,

and (ii) each such grant was made in accordance with the terms of the Company Stock Plans, and all applicable laws and regulatory

rules or requirements, including all applicable federal securities laws.

(k)            The

execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene

(i) any provision of applicable law, (ii) the certificate of incorporation or bylaws of the Company, (iii) any agreement

or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as

a whole, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or

any subsidiary, except in the case of clauses (i), (iii) and (iv), where such contravention would not, singly or in the aggregate,

reasonably be expected to have a material adverse effect on the Company and its subsidiaries taken as a whole, and no consent, approval,

authorization or order of, or qualification with, any governmental body, agency or court having jurisdiction over the Company or any

subsidiary is required for the performance by the Company of its obligations under this Agreement, except for the registration of the

Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required

by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and as may be required by the securities or Blue

Sky laws of the various states and foreign securities laws in connection with the purchase and distribution of the Shares by the Underwriters.

(l)             There

has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial

or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in

the Time of Sale Prospectus.

(m)           Neither

the Company nor any of its subsidiaries is (i) in violation of its respective certificate of incorporation, bylaws or other organizational

documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default,

in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement

or other agreement or instrument binding upon the Company or any of its subsidiaries to the Company and its subsidiaries, taken as a

whole; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or

governmental or regulatory authority applicable to the Company, any of its subsidiaries or their respective businesses and properties,

except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, singly or in the aggregate,

reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(n)            There

are no legal or governmental proceedings pending or, to the Company’s knowledge, threatened to which the Company or any of its

subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject (i) other than proceedings

accurately described in all material respects in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and

proceedings that would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its

subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations under this Agreement or to consummate

the transactions contemplated by each of the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) that

are required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus and are not so described; and

there are no statutes, regulations, contracts or other documents to which the Company is subject or by which the Company is bound that

are required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus or to be filed or incorporated

by reference as exhibits to the Registration Statement that are not described in all material respects or filed or incorporated by reference

as required.

(o)            Each

preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed

pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the applicable requirements

of the Securities Act and the applicable rules and regulations of the Commission thereunder.

(p)            The

Company is not, and after giving effect to the offering and sale of the Shares and the offering and sale of the Convertible Notes in

the Concurrent Offering and the application of the proceeds thereof as described in each of the Registration Statement, the Time of Sale

Prospectus and the Prospectus will not be, required to register as an “investment company” as such term is defined in the

Investment Company Act of 1940, as amended.

(q)            The

Company and each of its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and

regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants

or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required

of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and

conditions of any such permit, license or approval, except, in each case of (i) through (iii) above, where such noncompliance

with applicable Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms

and conditions of such permits, licenses or approvals would not, singly or in the aggregate, reasonably be expected to have a material

adverse effect on the Company and its subsidiaries, taken as a whole.

(r)             There

are no costs or liabilities of the Company or its subsidiaries arising under applicable Environmental Laws (including, without limitation,

any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit,

license or approval required under applicable Environmental Laws, any related constraints on operating activities and any potential liabilities

to third parties) which would, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and

its subsidiaries, taken as a whole.

(s)            Except

as described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, there are no contracts, agreements or understandings

between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities

Act with respect to any securities of the Company or to require the Company to include such securities with the Shares registered pursuant

to the Registration Statement, except as otherwise have been validly waived in connection with the issuance and sale of the Shares contemplated

hereby and as described in the Registration Statement, Time of Sale Prospectus.

(t)            (i) None

of the Company or any of its subsidiaries or controlled affiliates, or any director, officer, or employee thereof, nor, to the Company’s

knowledge, any agent or representative of the Company or of any of its subsidiaries or controlled affiliates, has taken or will take

any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money,

property, gifts or anything else of value, directly or indirectly, to any government official (including any officer or employee of a

government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity

for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) (“Government

Official”) in order to improperly influence official action, or to any person in violation of any applicable anti-corruption

laws; (ii) the Company and each of its subsidiaries and controlled affiliates have conducted their businesses in compliance with

applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed

to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) neither

the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment,

promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable

anti-corruption laws.

(u)            The

operations of the Company and each of its subsidiaries are and have been conducted at all times in material compliance with all applicable

financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and

Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and

the applicable anti-money laundering statutes of jurisdictions where the Company and each of its subsidiaries conduct business, the rules and

regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental

or regulatory agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before

any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company or any of its subsidiaries

with respect to the Anti-Money Laundering Laws is pending or, to the Company’s knowledge, threatened.

(v)            (i) None

of the Company, any of its subsidiaries, or any director, or employee thereof, or, to the Company’s knowledge, any agent, controlled

affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that

is, or is owned or controlled by one or more Persons that are:

(A)            the

subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the

United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively,

“Sanctions”), or

(B)             located,

organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran,

North Korea, Syria, and the Donetsk People’s Republic and Luhansk People’s Republic located in Ukraine).

(ii)            The

Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds

to any subsidiary, joint venture partner or other Person:

(A)            to

fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding

or facilitation, is the subject of Sanctions; or

(B)             in

any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether

as underwriter, advisor, investor or otherwise).

(iii)           Since

April 24, 2019, the Company and each of its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will

not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction

is or was the subject of Sanctions.

(w)           Subsequent

to the respective dates as of which information is given in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus,

(i) the Company and its subsidiaries, taken as a whole, have not incurred any material liability or obligation, direct or contingent,

nor entered into any material transaction; (ii) the Company has not purchased any of its outstanding capital stock, other than from

its employees or other service providers in connection with the termination of their service pursuant to the terms of the employee benefit

or stock-based compensation plans or agreements described in the Time of Sale Prospectus, nor declared, paid or otherwise made any dividend

or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not been any material

change in the capital stock, short-term debt or long-term debt of the Company and its subsidiaries, taken as a whole.

(x)             The

Company does not own any real property. The Company and each of its subsidiaries have good and marketable title to all personal property

(other than intellectual property which is addressed exclusively in Section 1(y) hereof) owned by them which is material to

the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are

described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or except such as do not materially and adversely

affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company

and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under

valid, subsisting and, to the Company’s knowledge, enforceable leases with such exceptions as are not material and do not materially

interfere with the use made and proposed to be made of such real property and buildings by the Company and its subsidiaries, except as

described in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(y)            The

Company and its subsidiaries own or have valid, binding and enforceable licenses or other rights to practice and use all technology,

patents and patent applications, copyrights, trademarks, trademark registrations, service marks, service mark registrations, trade names,

service names and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information,

systems or procedures) and all other technology and intellectual property rights necessary for, or used in the conduct, or the proposed

conduct, of the business of the Company and its subsidiaries (including as described in the Time of Sale Prospectus and the Prospectus)

(collectively, the “Company Intellectual Property”), or to the development, manufacture, operation, and sale of any

products and services sold or proposed to be sold by the Company and its subsidiaries. To the Company’s knowledge, the conduct

of the Company’s and its subsidiaries’ respective business and the proposed conduct of its business (including the development

and commercialization of the product candidates described in the Time of Sale Prospectus and the Prospectus) has not and will not infringe,

misappropriate or otherwise conflict in any material respect with any valid intellectual property rights of others; except as described

in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no rights of third parties to any of the intellectual

property owned by the Company or any of its subsidiaries, and such intellectual property is owned by the Company or its subsidiary free

and clear of all liens, security interests, or encumbrances; to the Company’s knowledge, the patents, trademarks and copyrights

held or licensed by the Company and its subsidiaries included within the Company Intellectual Property are valid, enforceable and subsisting,

and the patent, trademark, and copyright applications included within the Company Intellectual Property are subsisting and have not been

abandoned; and there is no infringement by third parties of any of the Company Intellectual Property. Except as described in the Registration

Statement, Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries are not obligated or under any material

liability to pay a royalty, grant a license, or provide other material consideration to any third party in connection with the Company

Intellectual Property, (ii) no action, suit, claim or other proceeding is pending or, to the Company’s knowledge, is threatened,

alleging that the Company or any of its subsidiaries is infringing, misappropriating, diluting or otherwise violating, or would, upon

the commercialization of any product or service proposed in the Time of Sale Prospectus and the Prospectus to be conducted, infringe,

misappropriate, dilute, or otherwise violate, any valid intellectual property rights of others with respect to any of the Company’s

product candidates, processes or intellectual property, and the Company is unaware of any facts which could form a reasonable basis for

any such action, suit, proceeding or claim, (iii) no action, suit, claim or other proceeding is pending or, to the Company’s

knowledge, is threatened, challenging the validity, enforceability, scope, registration, ownership or use of any of the Company Intellectual

Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim,

(iv) no action, suit, claim or other proceeding is pending or, to the Company’s knowledge, is threatened, challenging the

Company’s rights in or to any Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable

basis for any such action, suit, proceeding or claim, (v) the Company has not received notice of any claim of infringement, misappropriation

or conflict with any asserted rights of others with respect to any of the Company’s products, proposed products, processes or Company

Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim, (vi) to the

Company’s knowledge, the development, manufacture, sale, and any currently proposed use of any of the products, proposed products

or processes of the Company referred to in the Time of Sale Prospectus and the Prospectus, in the current or proposed conduct of the

business of the Company, do not infringe any right or valid patent claim of any third party, (vii) to the Company’s knowledge,

no employee, consultant or independent contractor of the Company or any of its subsidiaries (“Company Personnel”)

is in or has ever been in violation in any respect of any material term of any employment contract, patent disclosure agreement, invention

assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or

with a former employer or counterparty to such agreements, where the basis of such violation relates to such Company Personnel’s

employment or independent contractor’s engagement with the Company or any of its subsidiaries, actions undertaken while employed

or engaged with the Company or any of its subsidiaries, or the ownership by the Company of any Company Intellectual Property, (viii) the

Company has taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Company Intellectual

Property, including the execution of appropriate nondisclosure and confidentiality agreements, (ix) the Company and its subsidiaries

have complied with the material terms of each agreement pursuant to which intellectual property has been licensed to the Company or any

of its subsidiaries, and all such agreements are in full force and effect, (x) none of the Company Intellectual Property or technology

(including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being

used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of

their respective officers, directors or employees or otherwise in violation of the rights of any persons, (xi) the product candidates

described in the Time of Sale Prospectus and the Prospectus as under development by the Company fall within the scope of the claims of

one or more patents or patent applications owned by, or exclusively licensed to, the Company, and (xii) the duties of candor and

good faith required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications

included in the Company Intellectual Property have been complied with.

(z)             Except

as would not, singly or in the aggregate, reasonably be expected to result in a material adverse effect on the Company and its subsidiaries,

taken as a whole, (A) each Plan (as defined below) has been maintained in compliance with its terms and the requirements of any

applicable statutes, orders, rules and regulations, including but not limited to the Employee Retirement Income Security Act of

1974, as amended (“ERISA”) and the Internal Revenue Code of 1986, as amended (the “Code”); (B) no

non-exempt prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred,

or is reasonably expected to occur, with respect to any Plan; (C) for each Plan, no failure to satisfy the minimum funding standards

(within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived, has occurred or is reasonably

expected to occur; (D) no “reportable event” (within the meaning of Section 4043(c) of ERISA, other than those

events as to which the thirty day notice period is waived) has occurred or is reasonably expected to occur; and (E) neither the

Company nor any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of

corporations within the meaning of Section 414 of the Code) has incurred, nor is reasonably expected to incur, any liability under

Title IV of ERISA (other than contributions to any Plan or any Multiemployer Plan or premiums to the PBGC, in the ordinary

course and without default) in respect of a Plan or a Multiemployer Plan. For purposes of this paragraph, (x) the term “Plan”

means an employee benefit plan, within the meaning of Section 3(3) of ERISA, subject to Title IV of ERISA, but excluding

any Multiemployer Plan, for which the Company or any member of its “Controlled Group” has any liability and (y) the

term “Multiemployer Plan” means a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA.

(aa)           No

material labor dispute with the employees of the Company or any of its subsidiaries exists, or, to the Company’s knowledge, is

imminent; and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal

suppliers, manufacturers or contractors that would, singly or in the aggregate, reasonably be expected to have a material adverse effect

on the Company and its subsidiaries, taken as a whole.

(bb)          The

Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and

in such amounts as are, in the Company’s reasonable judgment, generally deemed adequate and customary for the businesses in which

they are engaged; neither the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for; and

neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage

as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at

a cost that would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries,

taken as a whole.

(cc)           The

Company and each of its subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal,

state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any of its subsidiaries

has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit

which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have

a material adverse effect on the Company and its subsidiaries, taken as a whole.

(dd)          The

financial statements included or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the

Prospectus, together with the related schedules and notes thereto, comply as to form in all material respects with the applicable accounting

requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the consolidated

financial position of the Company and its subsidiaries as of the dates shown and its results of operations and cash flows for the periods

shown, and such financial statements have been prepared in conformity with generally accepted accounting principles in the United States

(“U.S. GAAP”) applied on a consistent basis throughout the periods covered thereby except for any normal year-end

adjustments in the Company’s quarterly financial statements. The other financial information included or incorporated by reference

in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus has been derived from the accounting records of

the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby. The statistical,

industry-related and market-related data included in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus

are based on or derived from sources which the Company reasonably and in good faith believes are reliable and accurate and such data

is consistent with the sources from which they are derived, in each case in all material respects.

(ee)          Ernst &

Young LLP, which has expressed its opinion and certified certain of the financial statements of the Company and its subsidiaries and

delivered its report with respect to the audited consolidated financial statements filed with the Commission as part of, or incorporated

by reference in, the Registration Statement, the Time of Sale Prospectus and the Prospectus, is an independent registered public accounting

firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and

the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

(ff)            The

Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that

(i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are

recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability;

(iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the

recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with

respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference

in the Registration Statement fairly presents the information called for in all material respects and is prepared in accordance with

the Commission’s rules and guidelines applicable thereto. Since the end of the Company’s most recent audited fiscal

year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated)

and (ii) no change in the Company’s internal control over financial reporting that has materially and adversely affected,

or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting.

(gg)          The

statistical, industry and market related data included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus

and the Prospectus are based on or derived from sources that the Company believes, after reasonable inquiry, to be reliable and accurate.

To the Company’s knowledge, after reasonable investigation, it does not require the consent of any third party for the use of any

such data.

(hh)          The

Company and its Subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of

the Securities Exchange Act of 1934 (the “Exchange Act’)) that complies with the requirements of the Exchange Act

and that has been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under

the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and

forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s

management as appropriate to allow timely decisions regarding required disclosure.

(ii)            Except

as described in the Time of Sale Prospectus and the Registration Statement, the Company has not sold, issued or distributed any shares

of Common Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D

or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee

compensation plans or pursuant to outstanding options, rights or warrants.

(jj)            The

Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed through the date

of this Agreement or have requested extensions thereof (except where the failure to file would not, singly or in the aggregate, reasonably

be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole) and have paid all taxes required

to be paid whether or not reported thereon (except for cases in which the failure to pay would not, singly or in the aggregate, reasonably

be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, or, except as currently being contested

in good faith and for which reserves required by U.S. GAAP have been created in the financial statements of the Company), and no tax

deficiency has been determined adversely to the Company or any of its subsidiaries which, singly or in the aggregate, has had (nor does

the Company nor any of its subsidiaries have any notice or knowledge of any tax deficiency which would reasonably be expected to be determined

adversely to the Company or its subsidiaries and which would reasonably be expected to have) a material adverse effect on the Company

and its subsidiaries, taken as a whole. There are no outstanding agreements or waivers extending the statutory period of limitation applicable

to any federal, state, local or foreign tax return for any period, other than pursuant to automatic extensions of the due date for filing

a tax return obtained in the ordinary course of business.

(kk)           There

is and has been no failure on the part of the Company, or to the knowledge of the Company, any of the Company’s directors or officers,

in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley

Act”) and the rules and regulations promulgated in connection therewith, including Section 402 related to loans,

to the extent compliance is required, and is taking steps designed to ensure that it will be in compliance, at all times, with the other

provisions of the Sarbanes-Oxley Act when they become applicable to the Company.

(ll)             The

Company has not taken, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in any

stabilization or manipulation of the price of the Shares.

(mm)         From

the time of initial confidential submission of the registration statement to the Commission relating to the Company’s initial public

offering through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of

the Securities Act (an “Emerging Growth Company”).

(nn)          Other

than in connection with the Company’s initial public offering, the Company (i) has not engaged in any Testing-the-Waters Communication

and (ii) has not authorized anyone to engage in Testing-the-Waters Communications. The Company has not distributed any Testing-the-Waters

Communication that is a written communication within the meaning of Rule 405 under the Securities Act other than those listed on

Schedule III hereto. “Testing-the-Waters Communication” means any communication with potential investors undertaken

in reliance on Section 5(d) or Rule 163B of the Securities Act.

(oo)          As

of the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers,

none of (A) the Time of Sale Prospectus, (B) any free writing prospectus, when considered together with the Time of Sale Prospectus,

and (C) any individual Testing-the-Waters Communication, when considered together with the Time of Sale Prospectus, included, includes

or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to

make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company

makes no representation and warranty with respect to any statements or omissions in the Time of Sale Prospectus, any free writing prospectus

or any Testing-the-Waters Communication based upon information relating to any Underwriter furnished to the Company in writing by or

on behalf of such Underwriter through the Representatives expressly for use therein, which includes Underwriting Information (as defined

in Section 8(b) hereof).

(pp)          The

Company and its subsidiaries are and at all times have been in compliance with all applicable Health Care Laws, as defined below, in

all material respects. For purposes of this Agreement, “Health Care Laws” means: (i) the Federal Food, Drug,

and Cosmetic Act (21 U.S.C. §§ 301 et seq.), the Public Health Service Act (42 U.S.C. §§ 201 et seq.) and the regulations

promulgated thereunder; (ii) all applicable federal, state, local and all applicable foreign health care related fraud and abuse

laws, including, without limitation, the U.S. Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the U.S. False Statements Law (42

U.S.C. § 1320a-7b(a)), the Civil Monetary Penalties Law (42 U.S.C. § 1320a-7a), the U.S. Civil False Claims Act (31 U.S.C.

§ 3729 et seq.), all criminal laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. §§

286 and 287, and the health care fraud criminal provisions under the U.S. Health Insurance Portability and Accountability Act of 1996

(“HIPAA”) (42 U.S.C. §§ 1320d et seq.), the Physician Payments Sunshine Act (42 U.S.C. § 1320a-7h),

the exclusions law (42 U.S.C. § 1320a-7), and the regulations promulgated thereunder; (iii) Medicare (Title XVIII of the Social

Security Act) and Medicaid (Title XIX of the Social Security Act), and the regulations promulgated thereunder; (iv) the Standards

for Privacy of Individually Identifiable Health Information, the Security Standards, and the Standards for Electronic Transactions and

Code Sets promulgated under HIPAA, the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”)

(42 U.S.C. §§ 17921 et seq.), and the regulations promulgated thereunder and any state or non-U.S. counterpart thereof or other

law or regulation the purpose of which is to protect the privacy of individuals or prescribers; (v) the Patient Protection and Affordable

Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010, and the regulations promulgated thereunder;

(vi) any and all other healthcare laws, statutes, rules and regulations applicable to the ownership, testing, development,

manufacture, packaging, processing, use, distribution, marketing, advertising, labeling, promotion, sale, offer for sale, storage, import

or export of any product manufactured or distributed by the Company; and (vii) all amendments to any of the foregoing. Neither the

Company nor its subsidiaries has received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation,

arbitration or other action from any court or arbitrator or governmental or regulatory authority or third party alleging that the Company

or its subsidiaries are in material violation of any Health Care Laws, and, to the Company’s knowledge, no such claim, action,

suit, proceeding, hearing, enforcement, investigation, arbitration or other action is threatened in writing. Neither the Company, nor

any of its subsidiaries, is a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders,

or similar agreements with or imposed by any governmental or regulatory authority. The Company and its subsidiaries (i) possess

all material licenses, certificates, approvals, clearances, exemptions, authorizations and permits required under the Health Care Laws

(“Health Care Permits”); (ii) are in material compliance with and have fulfilled and performed their respective

material obligations with respect to such Health Care Permits; and (iii) to the Company’s knowledge, no event has occurred

which allows, or after notice or lapse of time would reasonably be expected to allow, revocation or termination of any Health Care Permit;

and (iv) have filed, obtained, maintained or submitted all material reports, applications, records, submissions, supplements or

amendments as required by the Health Care Laws or the Health Care Permits, and all such reports, applications, records, submissions,

supplements or amendments were timely, complete, accurate and not misleading on the date filed (or were corrected or supplemented by

a subsequent submission) in all material respects.

(qq)          The

Company has not received (i) any warning letter, untitled letter or other material notice from the U.S. Food and Drug Administration

(“FDA”) or other governmental entity alleging or asserting material noncompliance with any Health Care Laws or (ii) any

notice that the FDA or any governmental entity has taken or is taking action to limit, suspend, modify or revoke any material Health

Care Permits.

(rr)            The

preclinical tests and clinical trials, and other studies (collectively, “Studies”) that are described in, or the results

of which are referred to in, the Registration Statement, the Time of Sale Prospectus or the Prospectus were and, if still pending, are

being conducted in all material respects in accordance with the protocols, procedures and controls designed and approved for such Studies

and with all Health Care Laws. Each description of the results of the Studies is accurate and complete in all material respects and fairly

presents the data derived from such Studies, and to the Company’s knowledge, there are no other Studies the results of which are

materially inconsistent with, or otherwise call into question, the results described or referred to in the Registration Statement, the

Time of Sale Prospectus or the Prospectus. Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus,

the Company has not received any notice of, or correspondence from, the FDA or any other governmental entity or institutional review

board requiring the termination, suspension or material modification or partial or full clinical hold of any clinical trials that are

described or referred to in the Registration Statement, the Time of Sale Prospectus or the Prospectus.

(ss)          Neither

the Company nor its subsidiaries, or its subsidiaries’ officers or directors, or to the knowledge of the Company, its employees

or agents, is or has been excluded, suspended or debarred from participation in any U.S. federal health care program or by the FDA or

any other governmental entity pursuant to 21 U.S.C. § 335a or similar laws, or, to the Company’s knowledge, is subject to

a governmental inquiry, investigation, proceeding, or other similar action that could reasonably be expected to result in debarment,

suspension, or exclusion, or engaged in any conduct that would reasonably be expected to result in debarment, suspension, or exclusion.

(tt)            Except

as would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries,

taken as a whole, the Company and each of its subsidiaries are, and at all prior times in the past six years were, in compliance in all

respects with all applicable data privacy and security laws and regulations or contractual obligations regarding the collection, use,

transfer, storage, processing, protection, disposal or disclosure of all Personal Data, including, without limitation, and in each case

only to the extent applicable, the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679), Access

to U.S. Sensitive Personal Data and Government-Related Data by Countries of Concern or Covered Persons,” 90 Fed. Reg. 1636 (Jan. 8,

2025) codified at 28 C.F.R. § 202, including any amendments thereto and guidance issued thereunder (together, the “U.S.

Data Security Program”), and the California Consumer Privacy Act (“CCPA”) of 2018, as amended by the California

Privacy Rights Act of 2020 (collectively, the “Privacy and Security Obligations”). “Personal Data”

means (i) a natural person’s name, street address, telephone number, e-mail address, photograph of the natural person, social

security number or tax identification number, driver’s license number, passport number, credit card number, bank information, or

customer or account number; (ii) “personal data,” “personal information,” or similar term as defined by

the Privacy and Security Obligations; and (iii) any other piece of information that reasonably allows the identification of such

natural person, except any “protected health information” as defined by HIPAA or other information that has been explicitly

exempted by an applicable Privacy and Security Obligation. The Company and its subsidiaries have in place, comply with, and take appropriate

steps designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security

and the collection, storage, processing, use, disclosure, handling, and analysis of all sensitive, confidential, or regulated data (collectively

“Sensitive Data”) and Personal Data (collectively all such policies, procedures comprising the “Policies”).

The Company has (i) provided accurate notice of its privacy practices then in effect to appropriate data subjects, which contain

materially accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and do

not contain any material omissions of the Company’s then-current privacy practices and (ii) made all disclosures to appropriate

data subjects required by applicable Privacy and Security Obligations in all material respects. None of such disclosures made have been

inaccurate, misleading, deceptive or in violation of any Privacy and Security Obligations or Policies in any material respect. The execution,

delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of violation

of any Privacy and Security Obligations or Policies. The Company further certifies that neither it nor any subsidiary: (i) has received

notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy and Security

Obligations, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is

currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy

and Security Obligation; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any

Privacy and Security Obligation.

(uu)          The

Company’s, its subsidiaries’, and, to the knowledge of the Company, its third party providers’ information technology

assets and equipment, computers, technology systems and other systems, networks, hardware, software, websites, applications, and databases

(collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection

with the operation of the business of the Company and its subsidiaries as currently conducted, free and clear of all material bugs, errors,

defects, Trojan horses, time bombs, malware and other corruptants. The Company, its subsidiaries, and, to the knowledge of the Company,

its third party service providers have implemented and maintained physical, technical and administrative controls, policies, procedures,

and safeguards designed to maintain and protect its confidential information and the integrity, continuous operation, redundancy and

security of all IT Systems (including all Sensitive Data and Personal Data) and data used in connection with the operation of the Company

or its subsidiaries. The Company and its subsidiaries have used reasonable efforts to establish, and have established, commercially reasonable

disaster recovery and security plans, procedures and facilities for the business, including, without limitation, for the information

technology systems and data held or used by or for the Company or any of its subsidiaries. There have been no internal or external security

breaches or attacks, outages or unauthorized uses of or accesses to IT Systems, Sensitive Data, or Personal Data, or any other compromises

of or relating to same.

(vv)          Neither

the Company nor any of its subsidiaries has any securities rated by any “nationally recognized statistical rating organization,”

as such term is defined in Section 3(a)(62) of the Exchange Act.

(ww)        Neither

the Company nor any of its subsidiaries is a “covered foreign person”, as that term is defined in 31 C.F.R. § 850.209.

Neither the Company nor any of its subsidiaries currently engages, or has plans to engage, directly or indirectly, in a “covered

activity”, as that term is defined in in 31 C.F.R. § 850.208 (“Covered Activity”). The Company does not

have any joint ventures that engages in or plans to engage in any Covered Activity. The Company also does not, directly or indirectly,

hold a board seat on, have a voting or equity interest in, or have any contractual power to direct or cause the direction of the management

or policies of any person or persons that engages or plans to engage in any Covered Activity.

(xx)           The

interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly

presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and

guidelines applicable thereto.

(yy)          The

Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and is listed on the Nasdaq Global Select

Market (“Nasdaq”), and the Company has taken no action designed to, or likely to have the effect of, terminating the

registration of the Common Stock under the Exchange Act or delisting the Common Stock from Nasdaq, nor has the Company received any notification

that the Commission or Nasdaq is contemplating terminating such registration or listing. To the Company’s knowledge, it is in compliance

with all applicable listing requirements of Nasdaq.

2.            Agreements

to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the

representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not

jointly, to purchase from the Company the respective number of Firm Shares set forth in Schedule I hereto opposite its name at $18.80

a share (the “Purchase Price”).

On the basis of

the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to

the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 750,000

Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall

be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such

Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by

giving written notice to the Company not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number

of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must

be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares or later

than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely

for the purpose of covering sales of shares in excess of the number of the Firm Shares. On each day, if any, that Additional Shares are

to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number

of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the

same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set

forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

3.            Terms

of Public Offering. The Company is advised by the Representatives that the Underwriters propose to make a public offering of their

respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in the judgment

of the Representatives is advisable. The Company is further advised by the Representatives that the Shares are to be offered to the public

initially at $20.00 a share (the “Public Offering Price”) and to certain dealers selected by the Representatives at

a price that represents a concession not in excess of $0.72 a share under the Public Offering Price.

4.            Payment

and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York

City against delivery of such Firm Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York

City time, on March 31, 2026, or at such other time on the same or such other date, not later than April 14, 2026, as shall

be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing

Date.”

Payment for any

Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such

Additional Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on the date

specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event

not later than May 2, 2026, as shall be designated in writing by the Representatives.

The Firm Shares

and Additional Shares shall be registered in such names and in such denominations as Jefferies shall request in writing not later than

one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional

Shares shall be delivered to Jefferies on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts

of the several Underwriters, any transfer taxes payable by the Underwriter in connection with the transfer of the Shares to the Underwriters

will reduce the amount payable by the Underwriters for such shares.

5.            Conditions

to the Underwriters’ Obligations. The obligations of the Company to sell the Shares to the Underwriters and the several obligations

of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement

shall remain effective on the date hereof as of the time of this Agreement.

The several obligations

of the Underwriters are subject to the following further conditions:

(a)            Subsequent

to the execution and delivery of this Agreement and prior to the Closing Date:

(i)             no

order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to

Section 8A under the Securities Act shall be pending before or threatened by the Commission; and

(ii)            there

shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in

the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus

that, in the judgment of the Representatives, is material and adverse and that makes it, in the judgment of the Representatives, impracticable

to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus.

(b)            The

Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the

Company, to the effect set forth (i) in Section 5(a)(i), (ii) that there has not occurred any material adverse change,

or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business

or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus and (iii) that

the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the

Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed

or satisfied hereunder on or before the Closing Date.

The officer signing

and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Ropes & Gray LLP, outside counsel

for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives;

(d)            The

Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Cooley LLP, counsel for the Underwriters,

dated the Closing Date, in form and substance satisfactory to the Underwriters.

(e)            The

Underwriters shall have received on the Closing Date an opinion of Proskauer Rose LLP, intellectual property counsel for the Company,

dated the Closing Date, in form and substance satisfactory to the Underwriters.

(f)

[Reserved].

With respect to

Sections 5(c) and (d) above, Ropes & Gray LLP and Cooley LLP may state that their opinions and beliefs are based upon

their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments

or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as

specified.

The opinion and

negative assurance letter of Ropes & Gray LLP described in Section 5(c) above shall be rendered to the Underwriters

at the request of the Company and shall so state therein.

(g)            The

Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date,

as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants,

containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters

with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale

Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not

earlier than the date hereof.

(h)            The

“lock-up” agreements, each substantially in the form of Exhibit A hereto, executed by certain stockholders of the Company,

and all officers and directors of the Company relating to restrictions on sales and certain other dispositions of shares of Common Stock

or certain other securities, delivered to the Representatives on or before the date hereof, shall be in full force and effect on the

Closing Date.

(i)             [Reserved].

(j)             The

several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to the Representatives on

the applicable Option Closing Date of the following:

(i)             a

certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered

on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date;

(ii)            an

opinion and negative assurance letter of Ropes & Gray LLP, outside counsel for the Company, dated the Option Closing Date, relating

to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof;

(iii)           an

opinion and negative assurance letter of Cooley LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional

Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof;

(iv)           a

letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent

public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(g) hereof;

provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business

days prior to such Option Closing Date;

(v)            an

opinion of Proskauer Rose LLP, intellectual property counsel for the Company, dated the Option Closing Date, relating to the Additional

Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(e) hereof;

and

(vi)           such

other documents as the Representatives may reasonably request with respect to the good standing of the Company, the due authorization

and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional

Shares.

6.            Covenants

of the Company. The Company covenants with each Underwriter as follows:

(a)            To

furnish to the Representatives, without charge, a conformed copy of the Registration Statement (without exhibits thereto and documents

incorporated by reference) upon request by the Representative and to furnish to the Representatives in New York City, without charge,

prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period

mentioned in Section 6(e) or 6(f) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents

incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as the Representatives

may reasonably request.

(b)            Before

amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to the Representatives

a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Representatives

reasonably object in writing, and to file with the Commission within the applicable period specified in Rule 424(b) under the

Securities Act any prospectus required to be filed pursuant to such Rule.

furnish to the Representatives a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred

to by the Company and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably object in writing.

(d)            Not

to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under

the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have

been required to file thereunder.

(e)            If

the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective

purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale

Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or

if during such time any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information

contained in the Registration Statement then on file, or if, in the reasonable opinion of counsel for the Underwriters, it is necessary

to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and

furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale

Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances

when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended

or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented,

will comply with applicable law.

(f)             If,

during such period after the first date of the public offering of the Shares as in the reasonable opinion of counsel for the Underwriters

the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered

in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to

amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or

in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or

if, in the reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable

law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names

and addresses the Representatives will furnish to the Company) to which Shares may have been sold by the Representatives on behalf of

the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in

the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the

notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus,

as amended or supplemented, will comply with applicable law.

(g)            To

use commercially reasonable efforts to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions

as the Representatives shall reasonably request; provided that the Company shall not be required to (i) qualify as a foreign corporation

or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) execute

or file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction

if it is not otherwise so subject.

(h)            To

make generally available (which may be satisfied by filing with the Commission on its Electronic Data Gathering, Analysis and Retrieval

System) to the Company’s security holders and to the Representatives as soon as practicable an earnings statement covering a period

of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which shall

satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder

(including, at the Company’s option, Rule 158 of the Securities Act).

(i)             Whether

or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all

expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses

of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the Shares under

the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary

prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred

to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the

mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs

and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon,

(iii) the reasonable and documented cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with

the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for

offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable and

documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue

Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to

the Underwriters incurred in connection with the review and qualification of the offering of the Shares by FINRA (provided such fees

and disbursements of counsel payable by the Company pursuant to clauses (iii) and (iv) shall not, in the aggregate, exceed

$25,000), (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A

relating to the Common Stock and all costs and expenses incident to listing the Shares on Nasdaq, (vi) the cost of printing certificates

representing the Shares, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses

of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering

of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show,

expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection

with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers

of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show (the remaining

50% of the cost of such aircraft to be paid by the Underwriters), (ix) the document production charges and expenses associated with

printing this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder

for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8

entitled “Indemnity and Contribution” and the last paragraph of Section 10 below, the Underwriters will pay all of their

own costs and expenses, including, without limitation, fees and disbursements of their counsel, travel and lodging expenses of the Underwriters

(except as otherwise specifically set forth in clause (viii) of this paragraph with respect to the costs related to chartered aircraft,

if any) stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they

may make.

(j)             The

Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later

of (a) completion of the distribution of the Shares within the meaning of the Securities Act and (b) completion of the Restricted

Period (as defined in this Section 6).

(k)            If

at any time following the initial distribution of any Testing-the-Waters Communication that is a written communication within the meaning

of Rule 405 under the Securities Act there occurred or occurs an event or development as a result of which such Testing-the-Waters

Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary

in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company

will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Testing-the-Waters Communication

to eliminate or correct such untrue statement or omission.

(l)             The

Company will deliver to the Representatives (or their agent), on or prior to the date of execution of this Agreement, a properly completed

and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation,

and the Company undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection

with the verification of the foregoing Certification.

(m)           The

Company will prepare a final term sheet relating to this offering of the Shares and the Concurrent Offering in a form approved by the

Representatives (as set forth in Schedule IV hereto) and will file such term sheet pursuant to and within the time required by Rule 433(d) under

the Securities Act.

The Company also

covenants with each Underwriter that, without the prior written consent of Jefferies LLC, it will not, and will not publicly disclose

an intention to, during the period ending 60 days after the date of the Prospectus (the “Restricted Period”) (1) offer,

pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right

or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities

convertible into or exercisable or exchangeable for Common Stock, (2) enter into any hedging, swap or other arrangement that transfers

to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described

in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise,

or (3) confidentially submit any draft registration statement or file any registration statement with the Commission relating to

the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock.

The restrictions

contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company

of shares of Common Stock upon the exercise of an option or warrant or the conversion or settlement of a security outstanding on the

date hereof that is described in each of the Registration Statement, Time of Sale Prospectus and Prospectus, (c) grants of options,

restricted stock or other equity awards and the issuance of Common Stock or securities convertible into or exercisable for Common Stock

(whether upon the exercise of stock options or otherwise) to employees, officers, directors, advisors, or consultants of the Company

pursuant to the terms of a plan as described in the Registration Statement, Time of Sale Prospectus and Prospectus, provided that the

Company shall cause each recipient of such grant to execute and deliver to the Representatives an agreement substantially in the form

of Exhibit A hereto if such recipient has not already delivered one, (d) the filing of a registration statement on Form S-8

to register Common Stock issuable pursuant to any employee benefit plans, qualified stock option plans or other employee compensation

plans, described in the Registration Statement, Time of Sale Prospectus and Prospectus, (e) Common Stock or any securities convertible

into, or exercisable or exchangeable for, Common Stock, or the entrance into an agreement to issue Common Stock or any securities convertible

into, or exercisable or exchangeable for, Common Stock, in connection with (i) the acquisition by the Company or any of its subsidiaries

of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit or equity-based

compensation plan or agreement assumed by the Company or any of its subsidiaries in connection with such acquisition or (ii) joint

ventures, licensing arrangements, commercial relationships or other strategic transactions; provided that the aggregate number of shares

of Common Stock issued or issuable pursuant to this clause (e) shall not exceed ten percent of the total number of shares of Common

Stock issued and outstanding immediately following the offering of the Shares pursuant to this Agreement and provided further that the

Company shall cause each recipient of such shares to execute and deliver to the Representatives, on or prior to such issuance, a “lock-up”

agreement, substantially in the form of Exhibit A hereto, (f) facilitating the establishment of a trading plan on behalf of

a stockholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common

Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to

the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding

the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock

may be made under such plan during the Restricted Period, (g) the issuance and sale of the Convertible Notes in the Concurrent Offering

or the issuance of Common Stock upon the conversion of any Convertible Notes, (h) the 2,000,000 shares of Common Stock issuable

to InnoCare Pharma Limited (“InnoCare”) as partial consideration pursuant to that certain license agreement between InnoCare

and the Company, dated October 7, 2025, or (i) shares of Common Stock that may be issued and sold pursuant to the Open Market

Sale AgreementSM, dated October 8, 2025, by and between the Company and Jefferies, following the earlier to occur of

(x) the date that is 30 days following the date hereof and (y) the date that the Underwriters exercise in full their option

to purchase the Additional Shares pursuant to Section 2 hereof.

7.            Covenants

of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result

in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf

of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter;

provided that Underwriters may use the term sheet as set forth in Schedule IV hereto.

8.            Indemnity

and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls

any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate

of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages

and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating

any such action or claim) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained

in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement

thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that

the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show as defined in

Rule 433(h) under the Securities Act (a “road show”), the Prospectus or any amendment or supplement thereto,

or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein a material

fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any preliminary prospectus,

the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under

the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under

the Securities Act, any road show, or the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication,

in the light of the circumstances under which they were made), except insofar as such losses, claims, damages or liabilities arise out

of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity

with any information relating to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the

Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter

through the Representatives consists of the following information in the Prospectus: (i) the first sentence of the third paragraph

under the caption “Underwriting”, (ii) the first and second sentences of the first paragraph under the section entitled

“Commission and Expenses,” (iii) the first sentence of the first paragraph under the section entitled “Stabilization,”

and (iv) the first sentence of the first paragraph under the section entitled “Electronic Distribution,” each under

the caption “Underwriting” in the Preliminary Prospectus and the Prospectus (the “Underwriting Information”).

(b)            Each

Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration

Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20

of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Underwriter, but only with reference to information

relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in

the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer

free writing prospectus, road show or the Prospectus or any amendment or supplement thereto, it being understood and agreed that the

only such information furnished by any Underwriter through the Representatives consists of the Underwriting Information.

case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity

may be sought pursuant to Section 8(a) or 8(b), such person (the “indemnified party”) shall promptly notify

the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party,

upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified

party and any others the indemnifying party may designate in such proceeding and shall pay the reasonably incurred and documented fees

and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain

its own counsel, but the reasonably incurred and documented fees and expenses of such counsel shall be at the expense of such indemnified

party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or

(ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified

party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between

them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection

with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonably incurred and documented fees and expenses

of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such reasonably incurred

and documented fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Representatives,

in the case of parties indemnified pursuant to Section 8(a), and by the Company, in the case of parties indemnified pursuant to

Section 8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent,

but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified

party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at

any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonably incurred and

documented fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees

that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered

into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall

not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party

shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect

of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party,

unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject

matter of such proceeding.

(d)            To

the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to an indemnified party or insufficient

in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu

of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result

of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received

by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares or (ii) if the allocation

provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only

the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company on the one hand and of

the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities,

as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters

on the other hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the net proceeds

from the offering of the Shares (before deducting expenses) received by the Company and the total underwriting discounts and commissions

received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate Public Offering

Price of the Shares. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by

reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission

to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent,

knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective

obligations to contribute pursuant to this Section 8 are several in proportion to the respective number of Shares they have purchased

hereunder, and not joint.

(e)            The

Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined

by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation

that does not take account of the equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified

party as a result of the losses, claims, damages and liabilities referred to in Section 8(d) shall be deemed to include, subject

to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating

or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute

any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were

offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue

or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of

Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent

misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which

may otherwise be available to any indemnified party at law or in equity.

(f)            The

indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements of the

Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this

Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate

of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance

of and payment for any of the Shares.

9.            Termination.

The Underwriters may terminate this Agreement by notice given by the Representatives to the Company, if after the execution and delivery

of this Agreement and prior to or on the Closing Date or any Option Closing Date, as the case may be, (i) trading generally shall

have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or Nasdaq, (ii) trading

of any securities of the Company shall have been suspended on any national securities exchange or in any over-the-counter market, (iii) a

material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium

on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred

any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment of the

Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes

it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on

the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus.

10.          Effectiveness;

Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If, on the Closing

Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that

it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or

Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased

on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite

their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting

Underwriters, or in such other proportions as the Representatives may specify, to purchase the Shares which such defaulting Underwriter

or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that

any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess

of one-ninth of such number of Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters

shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more

than one-tenth of the aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to the Representatives

and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate

without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company

shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if

any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be

effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate

number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares

to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation

hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of

Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action

taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter

under this Agreement.

If this Agreement

shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with

the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations

under this Agreement, other than by reason of a default by the Underwriters or following termination of this Agreement pursuant to clauses

(i), (iii), (iv) or (v) of Section 9 of this Agreement, the Company will reimburse the Underwriters or such Underwriters

as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the reasonably

incurred and documented fees and disbursements of their counsel) reasonably incurred and documented by such non-defaulting Underwriters

in connection with this Agreement or the offering contemplated hereunder.

11.          Entire

Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the

extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company

and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the

conduct of the offering, and the purchase and sale of the Shares.

(b)            The

Company acknowledges that in connection with the offering of the Shares: (i) the Underwriters have acted at arm’s length,

are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those

duties and obligations set forth in this Agreement, any contemporaneous written agreements and prior written agreements (to the extent

not superseded by this Agreement), if any, (iii) the Underwriters may have interests that differ from those of the Company, and

(iv) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation,

investment advice, or solicitation of any action by the Underwriters with respect to any entity or natural person. The Company waives

to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary

duty in connection with the offering of the Shares.

12.          Recognition

of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity becomes subject to a

proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation

in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution

Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United

States.

(b)            In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

For purposes of this

Section a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted

in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered

entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered

bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered

FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right”

has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,

as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations

promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated

thereunder.

13.          Counterparts

and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original,

but all such counterparts shall together constitute one and the same Agreement. Electronic signatures complying with the New York Electronic

Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law will be deemed

original signatures for purposes of this Agreement. Transmission by telecopy, electronic mail or other transmission method of an executed

counterpart of this Agreement will constitute due and sufficient delivery of such counterpart.

14.           Applicable

Law. This Agreement, any claim, controversy or disputes arising under or related to this Agreement and any transaction contemplated

by this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

15.          Headings.

The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of

this Agreement.

16.          Notices.

All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed

or sent to the Representatives in care of Jefferies LLC, 520 Madison Avenue, New York, New York 10022, Facsimile: (646) 619-4437, Attention:

General Counsel; Evercore Group L.L.C., at 55 East 52nd Street, New York, New York 10055, Attention: ECM General Counsel; Citigroup Global

Markets Inc., at 388 Greenwich Street, New York, New York 10013, Facsimile: (646) 291-1469, Attention: Global Head of Syndicate; and

Guggenheim Securities LLC, at 330 Madison Avenue, New York, New York 10017, Facsimile: (212) 658-9689, Attention: Head of Equity Capital

Markets; and if to the Company shall be delivered, mailed or sent to Zenas BioPharma, Inc., 852 Winter Street, Suite 250, Waltham,

Massachusetts 02451, Attention: Jeff Held, Chief Legal Officer, with a copy to Thomas Danielski, Ropes & Gray LLP, Prudential

Tower, 800 Boylston Street, Boston, Massachusetts 02199.

[Signature

page follows.]

Very truly yours,

ZENAS BIOPHARMA, INC.

By:

/s/ Jennifer Fox

Name: Jennifer Fox

Title: Chief Business Officer and Chief Financial Officer

[Signature

Page to Underwriting Agreement]

Accepted as of the date hereof

JEFFERIES LLC

EVERCORE GROUP L.L.C.

CITIGROUP GLOBAL MARKETS INC.

GUGGENHEIM SECURITIES, LLC

Acting severally on behalf of themselves

and

the several Underwriters named in

Schedule I hereto.

Jefferies LLC

By:

/s/ Michael Brinkman

Name:

Michael Brinkman

Title:

Managing Director

Evercore Group L.L.C.

By:

/s/Adam Bilali

Name:

Adam Bilali

Title:

Senior Managing Director

Citigroup Global Markets Inc.

By:

/s/ James Nicholson

Name:

James Nicholson

Title:

Managing Director

Guggenheim Securities, LLC

By:

/s/ Shiv Taylor, M.D.

Name:

Shiv Taylor, M.D.

Title:

Senior Managing Director

[Signature

Page to Underwriting Agreement]

SCHEDULE I

Underwriter

Number of Firm Shares To

Be Purchased

Jefferies LLC

1,800,000

Evercore Group L.L.C.

1,200,000

Citigroup Global Markets Inc.

1,050,000

Guggenheim Securities, LLC

650,000

Wedbush Securities Inc.

300,000

Total:

5,000,000

I-1

SCHEDULE II

Time of Sale

Prospectus

1.            Preliminary

Prospectus dated March 26, 2026.

2.            Free

Writing Prospectuses:

Free

Writing Prospectus, dated March 26, 2026, relating to the pricing term sheet.

Issuer Free Writing

Prospectuses Not included in the Time of Sale Prospectus

1.            Free

Writing Prospectus, dated March 26, 2026, relating to the launch press release, filed pursuant to Rule 433 under the Securities

Act.

2.            Free

Writing Prospectus, to be dated March 26, 2026, relating to the pricing press release, filed pursuant to Rule 433 under the

Securities Act.

SCHEDULE III

Testing-the-Waters

Communications

None.

III-1

SCHEDULE IV

Pricing Term

Sheet

EXHIBIT A

FORM OF

LOCK-UP AGREEMENT

_____________,

2026

Jefferies LLC

Evercore Group L.L.C.

Citigroup Global Markets Inc.

Guggenheim Securities, LLC

As Representatives of

the several Equity Underwriters named

Schedule A to the Equity Underwriting

Agreement referred to below and

of the several Debt Underwriters

named in Schedule A to the Debt Underwriting

Agreement referred to below

c/o

Jefferies LLC

520 Madison Avenue

New York, New York 10022

c/o

Evercore Group L.L.C.

55 East 52nd Street

New York, New York 10055

c/o

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

c/o

Guggenheim Securities, LLC

330 Madison Avenue

New York, New York 10017

Ladies and Gentlemen:

The undersigned

understands that (i) Jefferies LLC (“Jefferies”), Evercore Group L.L.C. (“Evercore”), Citigroup

Global Markets Inc. (“Citi”) and Guggenheim Securities, LLC (“Guggenheim Securities” and together

with Jefferies, Evercore and Citi, the “Representatives”), as representatives of the several underwriters named in

Schedule A to such agreement (collectively, the “Equity Underwriters”), propose to enter into an Underwriting Agreement

(the “Equity Underwriting Agreement”) with Zenas BioPharma, Inc., a Delaware corporation (the “Company”),

providing for the public offering (the “Equity Offering”) by the several Equity Underwriters of shares (the “Shares”)

of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”) and (ii) Jefferies, Evercore,

Citi and Guggenheim Securities, as representatives of the several underwriters named in Schedule A to such agreement (collectively, the

“Debt Underwriters”), propose to enter into an Underwriting Agreement (the “Debt Underwriting Agreement”

and together with the Equity Underwriting Agreement, the “Underwriting Agreements”) with the Company providing for

the public offering (the “Debt Offering” and together with the Equity Offering, the “Offerings”)

by the several Debt Underwriters of convertible senior notes (the “Notes”, and together with the Shares, the “Securities”).

The Notes will be convertible into Shares. In the event that the Company and the Representatives determine to only commence the Equity

Offering, then references herein to the term “Offerings” and “Securities” shall mean the “Equity Offering”

and “Shares”, respectively, while if such parties determine to only commence the Debt Offering, then references herein to

the term “Offerings” and “Securities” shall mean the “Debt Offering” and “Notes”, respectively.

To induce the Equity

Underwriters and the Debt Underwriters that may participate in the Offerings to continue their efforts in connection with the Offerings,

the undersigned hereby agrees that, without the prior written consent of Jefferies on behalf of the Equity Underwriters and the Debt

Underwriters, it will not, and will not publicly disclose an intention to, during the period commencing on the date hereof and ending

60 days after the date of the final prospectus supplements (the “Restricted Period”) relating to the Offerings (the

“Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any

option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly,

any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable

for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic

consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to

be settled by delivery of Common Stock or such other securities, in cash or otherwise. The undersigned acknowledges and agrees that the

foregoing precludes the undersigned from engaging in any hedging or other transactions designed or intended, or which could reasonably

be expected, to lead to or result in, a sale or disposition of any shares of Common Stock, or securities convertible into or exercisable

or exchangeable for Common Stock, even if any such sale or disposition transaction or transactions would be made or executed by or on

behalf of someone other than the undersigned.

The foregoing paragraph

shall not apply to:

(a) if the

undersigned is not an officer or director of the Company, in transactions relating to shares of Common Stock or other securities acquired

in the Offerings or in open market transactions after the pricing of the Offerings; provided that no filing under Section 16(a) of

the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Common

Stock or other securities acquired in the Offerings or in such open market transactions;

(b) transfers

of shares of Common Stock or any other securities (i) as a bona fide gift or for bona fide estate planning purposes, (ii) to

an immediate family member (as defined below) or to any trust for the direct or indirect benefit of the undersigned or an immediate family

member of the undersigned, (iii) to any corporation, partnership, limited liability company, investment fund, trust or other entity

of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity

securities or similar interests, or (iv) by will, other testamentary document or intestate succession to the legal representative,

heir, beneficiary or an immediate family member of the undersigned; provided that in the case of any transfer or distribution

pursuant to this clause (b), (A) each donee, distributee or transferee shall sign and deliver a lock-up agreement substantially

in the form of this agreement, (B) no filing under Section 16(a) of the Exchange Act or other public announcement, reporting

a reduction in beneficial ownership of shares of Common Stock, shall be voluntarily made during the Restricted Period, (C) other

than in the case of preceding clauses (i) and (iv), no filing under Section 16(a) of the Exchange Act or other public

announcement, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required during the Restricted Period

(other than a required filing on Schedule 13D, 13F or 13G) and, to the extent a filing under Section 16(a) of the Exchange

Act is required during the Restricted Period as a result of transfers pursuant to clauses (i) and (iv) of this paragraph, such

filing shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in clause (i) or clause

(iv) hereof, respectively, and (D) such transfer shall not involve a disposition for value;

of shares of Common Stock or any other securities to a charitable organization or educational institution in a transaction not involving

a disposition for value; provided that in the case of any transfer or distribution pursuant to this clause (c), (A) each

transferee shall sign and deliver a lock-up agreement substantially in the form of this agreement and (B) no filing under Section 16(a) of

the Exchange Act or other public announcement, reporting a reduction in beneficial ownership of shares of Common Stock, shall be voluntarily

made during the Restricted Period and, to the extent a Form 4 or Form 5 filing under Section 16(a) of the Exchange

Act is required during the Restricted Period as a result of transfers made pursuant to this clause (c), such filing shall clearly indicate

in the footnotes thereto that the filing relates to the circumstances described in this clause (c);

(d) if the

undersigned is a corporation, partnership, limited liability company, trust or other business entity, (i) transfers or distributions

of shares of Common Stock or any other securities to current or former general or limited partners, managers or members, stockholders,

other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended)

of the undersigned, or to the estates of any of the foregoing or (ii) transfers or distributions to any investment fund or other

entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned

(including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or

fund, or any other funds managed by such partnership); provided that, in the case of any transfer or distribution pursuant to

this clause (d), (A) each distributee or transferee shall sign and deliver a lock-up agreement substantially in the form of this

agreement, (B) no filing under Section 16(a) of the Exchange Act or other public announcement, reporting a reduction in

beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period (other than

a required filing on Schedule 13D, 13F or 13G), and (C) such transfer shall not involve a disposition for value;

(e) the transfer

of shares of Common Stock or any other securities to the Company to satisfy any tax, including estimated tax, remittance, or other payment

obligations of the undersigned arising in connection with a vesting event of the Company’s securities, upon the settlement of restricted

stock units or the payment due for the exercise of options (including a transfer to the Company for the “net” or “cashless”

exercise of options) or other rights to purchase securities of the Company, in all such cases pursuant to equity awards granted under

a stock incentive plan or other equity award plan of the Company described in the Prospectus; provided, that any remaining shares

of Common Stock or securities convertible into Common Stock received upon such vesting, settlement or exercise shall be subject to the

terms of this agreement; and provided further, that no filing under Section 16(a) of the Exchange Act or other public

announcement, reporting a reduction in beneficial ownership of shares of Common Stock, shall be voluntarily made during the Restricted

Period and, to the extent a filing under Section 16(a) of the Exchange Act is required during the Restricted Period as a result

of transfers made pursuant to this clause (e), such filing shall clearly indicate in the footnotes thereto that the filing relates to

the circumstances described in this clause (e), including that (i) the securities remain subject to the terms of this agreement

and (ii) that no securities were sold by the undersigned;

(f) the establishment

or amendment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock; provided

that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period, and (ii) to the extent a

filing under Section 16(a) of the Exchange Act or other public announcement is required or voluntarily made during the Restricted

Period by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall

include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period and any such

filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the

circumstances described in this clause (f);

(g) the transfer

of shares of Common Stock or any other securities that occurs by operation of law pursuant to a qualified domestic order or in connection

with a divorce settlement or other court order; provided that (i) the transferee shall sign and deliver a lock-up agreement

substantially in the form of this agreement, and (ii) and, to the extent a filing under Section 16(a) of the Exchange

Act is required during the Restricted Period as a result of transfers made pursuant to this clause (g), such filing shall clearly indicate

in the footnotes thereto that the filing relates to the circumstances described in this clause (g);

(h) transfers

to the Company in connection with the repurchase of Common Stock in connection with the termination of the undersigned’s employment

with the Company pursuant to contractual agreements with the Company as in effect as of the date of the Prospectus and described in the

Prospectus; provided that no filing under Section 16(a) of the Exchange Act or other public announcement, reporting

a reduction in beneficial ownership of shares of Common Stock, shall be voluntarily made during the Restricted Period and, to the extent

a filing under Section 16(a) of the Exchange Act is required during the Restricted Period as a result of transfers made pursuant

to this clause (h), such filing shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described

in this clause (h);

(i) the transfer

of shares of Common Stock or any other securities pursuant to a bona fide third- party tender offer, merger, consolidation or other similar

transaction that is approved by the Board of Directors of the Company, made to all holders of Common Stock involving a change of control

(as defined below); provided that, in the event that the change of control is not completed, the Common Stock or any other securities

owned by the undersigned shall remain subject to the restrictions contained in this agreement; or

(j) transfers

with the prior written consent of Jefferies.

As used herein,

(i) “immediate family member” means the spouse, domestic partner, lineal descendant, father, mother, brother, sister,

or any other person with whom the undersigned has a relationship by blood, marriage or adoption not more remote than first cousin and

(ii) “change of control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction),

in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an Equity Underwriter

and Debt Underwriter, as applicable, pursuant to the Offerings), of the Company’s voting securities if, after such transfer, such

person or group of affiliated persons would hold more than 50% of the number of outstanding voting securities of the Company (or the

surviving entity) and 50% of the voting control of the outstanding voting securities of the Company (or the surviving entity).

In addition, the

undersigned agrees that, without the prior written consent of Jefferies on behalf of the Equity Underwriters and the Debt Underwriters,

it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares

of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents

to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s

shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock except in compliance with the

foregoing restrictions.

The undersigned

understands that the Company and the Equity Underwriters and the Debt Underwriters are relying upon this agreement in proceeding toward

consummation of the Offerings. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s

heirs, legal representatives, successors and assigns.

The undersigned

acknowledges and agrees that the Equity Underwriters and the Debt Underwriters have not provided any recommendation or investment advice

nor have the Equity Underwriters and the Debt Underwriters solicited any action from the undersigned with respect to the Offerings of

the Securities and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed

appropriate. The undersigned further acknowledges and agrees that, although the Equity Underwriters and the Debt Underwriters may provide

certain Regulation Best Interest and Form CRS disclosures or other related documentation to you in connection with the Offerings,

the Equity Underwriters and the Debt Underwriters are not making a recommendation to you to participate in the Offerings or sell

any Securities at the price determined in the Offerings, and nothing set forth in such disclosures or documentation is intended to suggest

that any Equity Underwriter or Debt Underwriter is making such a recommendation. The undersigned further acknowledges and agrees that

none of the Equity Underwriters and the Debt Underwriters has made any recommendation or provided any investment or other advice to the

undersigned with respect to this Lock-Up Agreement or the subject matter hereof, and the undersigned has consulted its own legal, accounting,

financial, regulatory, tax and other advisors with respect to this Lock-Up Agreement and the subject matter hereof to the extent the

undersigned has deemed appropriate.

Whether or not the

Offerings actually occur depends on a number of factors, including market conditions. The Offerings will only be made pursuant to the

Underwriting Agreements, the terms of which are subject to negotiation between the Company and the Equity Underwriters and the Debt Underwriters.

This agreement shall

automatically terminate and the undersigned will be released from all obligations hereunder upon the earliest to occur, if any, of (a) the

Company, on the one hand, or Jefferies, on the other hand, advising the other in writing that such party or parties have determined not

to proceed with the Offerings prior to the execution of the Underwriting Agreements, (b) the date the registration statement on

Form S-3 is withdrawn, (c) the date the Underwriting Agreements are terminated (other than the provisions thereof that survive

termination pursuant to the terms thereof), if prior to the closing of the Offerings, and (d) April 30, 2026, if the Underwriting

Agreements have not been executed by such date.

This agreement shall

be governed by and construed in accordance with the laws of the State of New York.

[Signature page follows]

This agreement may

be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000,

e.g., www.docusign.com or www.echosign.com) or other transmission method and any counterpart so delivered shall be deemed to have been

duly and validly delivered and be valid and effective for all purposes.

Very truly yours,

Name of Securityholder (Print

exact name)

By:

Signature

If not signing in an individual capacity:

Name of Authorized Signatory

(Print)

Title of Authorized Signatory

(Print)

(indicate capacity of person

signing if signing as custodian, trustee, or on behalf of an entity)

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2610711d1_ex4-1.htm · Sequence: 4

Exhibit 4.1

ZENAS

BIOPHARMA, INC.

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

INDENTURE

Dated as of March 31, 2026

TABLE

OF CONTENTS

ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE

1.1.

DEFINITIONS

1.2.

INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT

1.3.

RULES OF CONSTRUCTION

ARTICLE 2. THE SECURITIES

2.1.

ISSUABLE IN SERIES

2.2.

ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES

2.3.

EXECUTION AND AUTHENTICATION

2.4.

REGISTRAR AND PAYING AGENT

2.5.

PAYING AGENT TO HOLD ASSETS IN TRUST

2.6.

SECURITYHOLDER LISTS

2.7.

TRANSFER AND EXCHANGE

2.8.

REPLACEMENT SECURITIES

2.9.

OUTSTANDING SECURITIES

2.10.

WHEN TREASURY SECURITIES DISREGARDED; DETERMINATION OF HOLDERS’ ACTION

2.11.

TEMPORARY SECURITIES

2.12.

CANCELLATION

2.13.

PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST

2.14.

CUSIP NUMBER

2.15.

PROVISIONS FOR GLOBAL SECURITIES

2.16.

PERSONS DEEMED OWNERS

ARTICLE 3. REDEMPTION

3.1.

NOTICES TO TRUSTEE

3.2.

SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED

-i-

3.3.

NOTICE OF REDEMPTION

3.4.

EFFECT OF NOTICE OF REDEMPTION

3.5.

DEPOSIT OF REDEMPTION PRICE

3.6.

SECURITIES REDEEMED IN PART

ARTICLE 4. COVENANTS

4.1.

PAYMENT OF SECURITIES

4.2.

SEC REPORTS

4.3.

WAIVER OF STAY, EXTENSION

OR USURY LAWS

4.4.

COMPLIANCE CERTIFICATE

4.5.

CORPORATE EXISTENCE

ARTICLE 5. SUCCESSOR CORPORATION

5.1.

LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS

5.2.

SUCCESSOR PERSON SUBSTITUTED

ARTICLE 6. DEFAULTS AND REMEDIES

6.1.

EVENTS OF DEFAULT

6.2.

ACCELERATION

6.3.

REMEDIES

6.4.

WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT

6.5.

CONTROL BY MAJORITY

6.6.

LIMITATION ON SUITS

6.7.

RIGHTS OF HOLDERS TO RECEIVE PAYMENT

6.8.

COLLECTION SUIT BY TRUSTEE

6.9.

TRUSTEE MAY FILE PROOFS OF CLAIM

6.10.

PRIORITIES

6.11.

UNDERTAKING FOR COSTS

-ii-

ARTICLE 7. TRUSTEE

7.1.

DUTIES OF TRUSTEE

7.2.

RIGHTS OF TRUSTEE

7.3.

INDIVIDUAL RIGHTS OF TRUSTEE

7.4.

TRUSTEE’S DISCLAIMER

7.5.

NOTICE OF DEFAULT

7.6.

REPORTS BY TRUSTEE TO HOLDERS

7.7.

COMPENSATION AND INDEMNITY

7.8.

REPLACEMENT OF TRUSTEE

7.9.

SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION

7.10.

ELIGIBILITY; DISQUALIFICATION

7.11.

PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY

7.12.

PAYING AGENTS

ARTICLE 8. AMENDMENTS, SUPPLEMENTS AND WAIVERS

8.1.

WITHOUT CONSENT OF HOLDERS

8.2.

WITH CONSENT OF HOLDERS

8.3.

COMPLIANCE WITH TRUST INDENTURE ACT

8.4.

REVOCATION AND EFFECT OF CONSENTS

8.5.

NOTATION ON OR EXCHANGE OF SECURITIES

8.6.

TRUSTEE TO SIGN AMENDMENTS, ETC.

ARTICLE 9. DISCHARGE OF INDENTURE; DEFEASANCE

9.1.

DISCHARGE OF INDENTURE

9.2.

LEGAL DEFEASANCE

9.3.

COVENANT DEFEASANCE

9.4.

CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE

-iii-

9.5.

DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS

9.6.

REINSTATEMENT

9.7.

MONEYS HELD BY PAYING AGENT

9.8.

MONEYS HELD BY TRUSTEE

ARTICLE 10. MISCELLANEOUS

10.1.

TRUST INDENTURE ACT CONTROLS

10.2.

NOTICES

10.3.

COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS

10.4.

CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT

10.5.

STATEMENT REQUIRED IN CERTIFICATE AND OPINION

10.6.

RULES BY TRUSTEE AND AGENTS

10.7.

BUSINESS DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT

10.8.

GOVERNING LAW

10.9.

NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS

10.10.

NO RECOURSE AGAINST OTHERS

10.11.

SUCCESSORS

10.12.

MULTIPLE COUNTERPARTS

10.13.

TABLE OF CONTENTS, HEADINGS, ETC.

10.14.

SEVERABILITY

10.15.

SECURITIES IN A FOREIGN CURRENCY OR IN EUROS

10.16.

JUDGMENT CURRENCY

-iv-

CROSS-REFERENCE TABLE

TIA

SECTION

INDENTURE

SECTION

310(a)(1)(2)(5)

7.10

310(a)(3)(4)

Inapplicable

310(b)

7.8; 7.10

310(c)

Inapplicable

311(a)(b)

7.11

311(c)

Inapplicable

312(a)

2.6

312(b)(c)

10.3

313(a)(b)

7.6

313(c)

7.6; 10.2

313(d)

7.6

314(a)

4.2; 4.4; 10.2

314(b)

N/A

314(c)(1)(2)

10.4; 10.5

314(c)(3)

Inapplicable

314(d)

Inapplicable

314(e)

10.5

314(f)

Inapplicable

315(a)

7.1, 7.2

315(b)

7.5; 10.2

315(c)

7.1

315(d)

7.1; 7.2

315(e)

6.11

316(a)(last sentence)

2.10

316(a)(1)(A)

6.5

316(a)(1)(B)

6.4

316(a)(2)

8.2

316(b)

6.7

316(c)

8.4

317(a)(1)

6.8

317(a)(2)

6.9

317(b)

2.5; 7.12

318(a)

10.1

Note: This Cross-Reference Table shall not, for

any purpose, be deemed to be a part of the Indenture.

-v-

INDENTURE, dated as of March 31, 2026 by

and between Zenas BioPharma, Inc., a Delaware corporation, as Issuer (the “Company”) and U.S. Bank Trust Company, National

Association, as Trustee (the “Trustee”).

RECITALS

OF THE COMPANY

The Company has duly authorized the execution

and delivery of this Indenture to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness

to be issued in one or more series (the “Securities”), as herein provided, up to such principal amount as may from time to

time be authorized in or pursuant to one or more resolutions of the Board of Directors or by supplemental indenture.

All things necessary to make this Indenture a

valid agreement of the Company in accordance with its terms have been done, and the execution and delivery thereof have been in all respects

duly authorized by the parties hereto.

NOW,

THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the

purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the

Securities of a Series thereof, as follows:

ARTICLE 1.

DEFINITIONS AND INCORPORATION BY REFERENCE

1.1. DEFINITIONS.

“Affiliate” of any specified Person

means any other Person which, directly or indirectly through one or more intermediaries, controls, or is controlled by or is under common

control with, such specified Person. For the purposes of this definition, “control” (including, with correlative meanings,

the terms “controlling,” “controlled by” and “under common control with”), as used with respect to

any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies

of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar, Paying

Agent, co-registrar or agent for service of notices and demands.

“Board of Directors” means the Board

of Directors of the Company or any committee duly authorized to act therefor.

“Board Resolution” means a copy of

a resolution certified pursuant to an Officers’ Certificate to have been duly adopted by the Board of Directors of the Company

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

“Capital Stock” means, with respect

to any Person, any and all shares or other equivalents (however designated) of capital stock, partnership interests or any other participation,

right or other interest in the nature of an equity interest in such Person or any option, warrant or other security convertible into

any of the foregoing.

-1-

“Company” means the party named as

such in the first paragraph of this Indenture until a successor replaces such party pursuant to ARTICLE 5 of this Indenture, and

thereafter means the successor and any other primary obligor on the Securities.

“Company Order” means a written order

signed in the name of the Company by two Officers, one of whom must be its Chief Executive Officer, its Chief Financial Officer and Chief

Business Officer, Chief Operating Officer or its Vice President, Finance.

“Company Request” means any written

request signed in the name of the Company by its Chief Executive Officer, its President, any Vice President, its Chief Financial Officer

and Chief Business Officer, Chief Operating Officer or its Treasurer and attested to by its Secretary or any Assistant Secretary or one

of the aforementioned officers who is not the signatory.

“Corporate Trust Office” means the

office of the Trustee at the address specified in Section 10.2 or such other address as to which the Trustee may give notice to

the Company.

“Default” means any event that is,

or that with the passing of time or giving of notice or both would be, an Event of Default.

“Depository” means, with respect to

the Securities of any Series issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated

as Depository for such Series by the Company, which Depository shall be a clearing agency registered under the Exchange Act, until

a successor Depository shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depository”

shall mean each Person who is then a Depository hereunder, and if at any time there is more than one such Person, such Persons.

“Dollars” means the currency of the

United States of America.

“Euro” means the single currency of

participating member states of the economic and monetary union as contemplated in the Treaty on European Union.

“Exchange Act” means the Securities

Exchange Act of 1934, as amended.

“Foreign Currency” means any currency

or currency unit issued by a government other than the government of the United States of America.

“Foreign Government Obligations” means,

with respect to Securities that are denominated in a Foreign Currency, (i) direct obligations of the government that issued or caused

to be issued such currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a Person

controlled or supervised by, or acting as an agency or instrumentality of, such government, the timely payment of which is unconditionally

guaranteed as a full faith and credit obligation by such government, which, in either case under clauses (i) and (ii), are not callable

or redeemable at the option of the issuer thereof.

-2-

“GAAP” means generally accepted accounting

principles consistently applied as in effect in the United States of America from time to time.

“Global Security” or “Global

Securities” means a Security or Securities, as the case may be, in the form established pursuant to Section 2.2, evidencing

all or part of a Series of Securities issued to the Depository for such Series or its nominee, and registered in the name of

such Depository or nominee, and bearing the legend set forth in Section 2.15(c) (or such other legend(s) as may be applied

to such Securities in accordance with Section 2.2(24)).

“Holder” or “Securityholder”

means the Person in whose name a Security is registered on the Registrar’s books.

“Indebtedness” means (without duplication),

with respect to any Person, any indebtedness at any time outstanding, secured or unsecured, contingent or otherwise, which is for borrowed

money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), or evidenced

by bonds, notes, debentures or similar instruments, or representing the balance deferred and unpaid of the purchase price of any property

(excluding any balances that constitute accounts payable or trade payables, and other accrued liabilities arising in the ordinary course

of business), if and to the extent any of the foregoing indebtedness would appear as a liability upon a balance sheet of such Person

prepared in accordance with GAAP.

“Indenture” means this Indenture as

amended, restated or supplemented from time to time.

“Interest Payment Date,” when used

with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

“Lien” means, with respect to any

property or assets of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest,

lien, charge, easement, encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature

whatsoever on or with respect to such property or assets (including, without limitation, any capitalized lease obligation, conditional

sales or other title retention agreement having substantially the same economic effect as any of the foregoing).

“Maturity,” when used with respect

to any Security, means the date on which the principal of such Security, or an installment of principal, becomes due and payable as therein

or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption, notice of option to elect

payment or otherwise.

“Officer” means the Chief Executive

Officer, the President, any Vice President, the Chief Financial Officer and Chief Business Officer, the Chief Operating Officer, the

Treasurer or the Secretary of the Company, or any other officer designated by the Board of Directors, as the case may be.

“Officers’ Certificate” means,

with respect to any Person, a certificate signed by the Chief Executive Officer, President or any Senior or Executive Vice President

and the Chief Financial Officer and Chief Business Officer, Chief Operating Officer, Vice President, Finance or any Treasurer of such

Person, that shall comply with applicable provisions of this Indenture.

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“Opinion of Counsel” means a written

opinion from legal counsel, which counsel is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the

Company.

“Person” means any individual, corporation,

limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government

(including any agency or political subdivision thereof).

“Redemption Date,” when used with

respect to any Security to be redeemed, means the date fixed for such redemption pursuant to this Indenture.

“Responsible Officer,” when used with

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

president, assistant secretary, assistant treasurer or any other officer of the Trustee who shall have direct responsibility for the

administration of this Indenture, or any other officer of the Trustee to whom such matter is referred because of his or her knowledge

of and familiarity with the particular subject.

“SEC” means the United States Securities

and Exchange Commission as constituted from time to time, or any successor performing substantially the same functions.

“Securities” means the securities

that are issued under this Indenture, as amended or supplemented from time to time pursuant to this Indenture.

“Securities Act” means the Securities

Act of 1933, as amended.

“Series” or “Series of

Securities” means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.1 and

2.2.

“Significant Subsidiary” means (i) any

direct or indirect Subsidiary of the Company that would be a “significant subsidiary” as defined in ARTICLE 1, Rule 1-02

of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date hereof, or (ii) any group

of direct or indirect Subsidiaries of the Company that, taken together as a group, would be a “significant subsidiary” as

defined in ARTICLE 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect

on the date hereof.

“Stated Maturity,” when used with

respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the

fixed date on which the principal of such Security, or such installment of principal or interest, is due and payable, and when used with

respect to any other Indebtedness, means the date specified in the instrument governing such Indebtedness as the fixed date on which

the principal of such Indebtedness, or any installment of interest thereon, is due and payable.

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“Subsidiary” of any specified Person

means any corporation, limited liability company, partnership, joint venture, association or other business entity, whether now existing

or hereafter organized or acquired, (i) in the case of a corporation, of which more than 50% of the total voting power of the Capital

Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors thereof is held, directly or

indirectly, by such Person or any of its Subsidiaries; or (ii) in the case of a partnership, joint venture, association or other

business entity, with respect to which such Person or any of its Subsidiaries has the power to direct or cause the direction of the management

and policies of such entity by contract or otherwise, or if in accordance with GAAP such entity is consolidated with such Person for

financial statement purposes.

“TIA” means the Trust Indenture Act

of 1939 (15 U.S. Code Section 77aaa-77bbbb) as in effect on the date of this Indenture (except as provided in Section 8.3).

“Trustee” means the party named as

such in this Indenture until a successor replaces it pursuant to this Indenture, and thereafter means the successor, and if at any time

there is more than one such Person, “Trustee” as used with respect to the Securities of any Series shall mean the Trustee

with respect to Securities of that Series.

“U.S. Government Obligations” means

direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which

obligation or guarantee the full faith and credit of the United States of America is pledged.

1.2. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

Whenever this Indenture refers to a provision

of the TIA, the portion of such provision required to be incorporated herein in order for this Indenture to be qualified under the TIA

is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following

meanings:

“Commission” means the SEC.

“indenture securities” means the Securities.

“indenture securityholder” means a

Holder or Securityholder.

“indenture to be qualified” means

this Indenture.

“indenture trustee” or “institutional

trustee” means the Trustee.

“obligor on the indenture securities”

means the Company.

All other terms used in this Indenture that are

defined by the TIA, defined in the TIA by reference to another statute or defined by SEC rule have the meanings therein assigned

to them.

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1.3. RULES OF CONSTRUCTION.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it

herein, whether defined expressly or by reference;

(2) an accounting term not otherwise defined

has the meaning assigned to it in accordance with GAAP;

(3) “or” is not exclusive;

(4) words in the singular include the plural,

and in the plural include the singular;

(5) words used herein implying any gender

shall apply to each gender; and

(6) the words “herein”, “hereof”

and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or

other subdivision.

ARTICLE 2.

THE SECURITIES

2.1. ISSUABLE IN SERIES.

The aggregate principal amount of Securities that

may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. All Securities

of a Series shall be identical except as may be set forth in a Board Resolution, a supplemental indenture or an Officers’

Certificate detailing the adoption of the terms thereof pursuant to the authority granted under a Board Resolution. In the case of Securities

of a Series to be issued from time to time, the Board Resolution, Officers’ Certificate or supplemental indenture may provide

for the method by which specified terms (such as interest rate, Stated Maturity, record date or date from which interest shall accrue)

are to be determined. Securities may differ between Series in respect of any matters, PROVIDED, that all Series of Securities

shall be equally and ratably entitled to the benefits of the Indenture.

2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES.

At or prior to the issuance of any Securities

within a Series, the following shall be established (as to the Series generally, in the case of Subsection 2.2(1) and either

as to such Securities within the Series or as to the Series generally in the case of Subsections 2.2(2) through 2.2(24))

by a Board Resolution, a supplemental indenture or an Officers’ Certificate, in each case, pursuant to authority granted under

a Board Resolution:

(1) the title of the Series (which shall

distinguish the Securities of that particular Series from the Securities of any other Series);

(2) any limit upon the aggregate principal

amount of the Securities of the Series which may be authenticated and delivered under this Indenture (except for Securities authenticated

and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Section 2.7,

2.8, 2.11, 3.6 or 8.5);

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(3) the price or prices (expressed as a percentage

of the principal amount thereof) at which the Securities of the Series will be issued;

(4) the date or dates on which the principal

of the Securities of the Series is payable;

(5) the rate or rates (which may be fixed

or variable) per annum or, if applicable, the method used to determine such rate or rates (including, but not limited to, any commodity,

commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the

date or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if any, shall commence and be

payable and any regular record date for the interest payable on any Interest Payment Date;

(6) the place or places where the principal

of, and interest and premium, if any, on, the Securities of the Series shall be payable, or the method of such payment, if by wire

transfer, mail or other means;

(7) if applicable, the period or periods within

which, the price or prices at which and the terms and conditions upon which the Securities of the Series may be redeemed, in whole

or in part, at the option of the Company;

(8) the obligation, if any, of the Company

to redeem or purchase the Securities of the Series pursuant to any sinking fund or analogous provisions or at the option of a Holder

thereof, and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the

Series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(9) the dates, if any, on which and the price

or prices at which the Securities of the Series will be repurchased by the Company at the option of the Holders thereof, and other

detailed terms and provisions of such repurchase obligations;

(10) if other than denominations of $1,000

and any integral multiple thereof, the denominations in which the Securities of the Series shall be issuable;

(11) the forms of the Securities of the Series in

bearer (if to be issued outside of the United States of America) or fully registered form (and, if in fully registered form, whether

the Securities will be issuable as Global Securities);

(12) if other than the principal amount thereof,

the portion of the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration of the

Maturity thereof pursuant to Section 6.2;

(13) the currency of denomination of the Securities

of the Series, which may be Dollars or any Foreign Currency, including, but not limited to, the Euro, and, if such currency of denomination

is a composite currency other than the Euro, the agency or organization, if any, responsible for overseeing such composite currency;

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(14) the designation of the currency, currencies

or currency units in which payment of the principal of, and interest and premium, if any, on, the Securities of the Series will

be made;

(15) if payments of principal of, or interest or

premium, if any, on, the Securities of the Series are to be made in one or more currencies or currency units other than that or

those in which such Securities are denominated, the manner in which the exchange rate with respect to such payments will be determined;

(16) the manner in which the amounts of payment

of principal of, or interest and premium, if any, on, the Securities of the Series will be determined, if such amounts may be determined

by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial

index;

(17) the provisions, if any, relating to any collateral

provided for the Securities of the Series;

(18) any addition to or change in the covenants

set forth in ARTICLE 4 or ARTICLE 5 that applies to Securities of the Series;

(19) any addition to or change in the Events of

Default which applies to any Securities of the Series, and any change in the right of the Trustee or the requisite Holders of such Securities

to declare the principal amount thereof due and payable pursuant to Section 6.2;

(20) the terms and conditions, if any, for conversion

of the Securities into or exchange of the Securities for shares of common stock or preferred stock of the Company that apply to Securities

of the Series;

(21) any depositories, interest rate calculation

agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than those appointed

herein;

(22) the terms and conditions, if any, upon which

the Securities shall be subordinated in right of payment to other Indebtedness of the Company;

(23) if applicable, that the Securities of the Series,

in whole or any specified part, shall be defeasible pursuant to Article 9; and

(24) any other terms of the Securities of the Series (which

terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 8.1, but which may modify

or delete any provision of this Indenture insofar as it applies to such Series).

(25) All Securities of any one Series need

not be issued at the same time, and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or

pursuant to the Board Resolution, supplemental indenture or Officers’ Certificate referred to above, however, the authorized principal

amount of any Series may not be increased to provide for issuances of additional Securities of such Series, unless otherwise provided

in such Board Resolution, supplemental indenture or Officers’ Certificate.

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2.3. EXECUTION AND AUTHENTICATION.

The Securities shall be executed on behalf of

the Company by two Officers of the Company or an Officer and an Assistant Secretary of the Company. Each such signature may be either

manual, electronic or facsimile. The Company’s seal may be impressed, affixed, imprinted or reproduced on the Securities and may

be in facsimile form.

If an Officer whose signature is on a Security

no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid.

A Security shall not be valid until authenticated

by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been

authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue

in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt

by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions

from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security

shall be dated the date of its authentication.

The aggregate principal amount of Securities of

any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in

the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.2, except as

provided in Section 2.8.

Prior to the issuance of Securities of any Series,

the Trustee shall have received and (subject to Section 7.1) shall be fully protected in relying on: (a) the Board Resolution,

supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities

within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’

Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.

The Trustee shall have the right to decline to

authenticate and deliver any Securities of any Series: (a) if the Trustee, being advised in writing by outside counsel, determines

that such action may not lawfully be taken; or (b) if the Trustee in good faith shall reasonably determine that such action would

expose the Trustee to personal liability, or cause it to have a conflict of interest with respect to Holders of any then outstanding

Series of Securities.

The Trustee may appoint an authenticating agent

acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do

so. Any appointment shall be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished

to the Company. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating

agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company.

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2.4. REGISTRAR AND PAYING AGENT.

The Company shall maintain in each Place of Payment

for any Series of Securities (i) an office or agency where such Securities may be presented for registration of transfer or

for exchange (“Registrar”), (ii) an office or agency where such Securities may be presented for payment (“Paying

Agent”), and PROVIDED, FURTHER, that at the option of the Company payment of interest may be made by check mailed to the address

of the Person entitled thereto as such address shall appear in the register for the Securities maintained by the Registrar), and (iii) an

office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served (“Service

Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may have one or

more co-registrars and one or more additional paying agents. The Company shall 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 to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the

address of the Trustee as set forth in Section 10.2; except for any service of process upon the Company. If the Company acts as

Paying Agent, it shall segregate the money held by it for the payment of principal of, and interest and premium, if any, on, the Securities

and hold it as a separate trust fund. The Company may change any Paying Agent, Registrar, co-registrar or any other Agent without notice

to any Securityholder.

The Company may also from time to time designate

one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes, and may from

time to time rescind such designations; PROVIDED, HOWEVER, that no such designation or rescission shall in any manner relieve the Company

of its obligation to maintain an office or agency in each Place of Payment for Securities of any Series for such purposes. The Company

hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company. The Company shall give prompt written

notice to the Trustee of such designation or rescission, and of any change in the location of any such other office or agency.

The Company shall enter into an appropriate agency

agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture

that relate to such Agent. The Company shall notify the Trustee in writing of the name and address of any such Agent. If the Company

fails to maintain a Registrar or Paying Agent, or agent for service of notices and demands, or fails to give the foregoing notice, the

Trustee shall act as such. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each

Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of

that Series are first issued.

2.5. PAYING AGENT TO HOLD ASSETS IN TRUST.

The Trustee as Paying Agent shall, and the Company

shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, hold in trust for the benefit

of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or

interest or premium, if any, on, such Series of Securities (whether such assets have been distributed to it by the Company or any

other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default

by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company at any time may require

a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, and the Trustee may, at any time

during the continuance of any payment default with respect to any Series of Securities, upon written request to a Paying Agent,

require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution

to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further

liability for such assets.

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2.6. SECURITYHOLDER LISTS.

The Trustee shall preserve in as current a form

as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders of each Series of

Securities. If the Trustee is not the Registrar, the Company shall furnish to the Trustee as of each regular record date for the payment

of interest on the Securities of a Series and before each related Interest Payment Date, and at such other times as the Trustee

may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders

of each Series of Securities.

2.7. TRANSFER AND EXCHANGE.

When Securities of a Series are presented

to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements

of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for

an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as

requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained

pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request.

If Securities are issued as Global Securities,

the provisions of Section 2.15 shall apply.

All Securities issued upon any registration of

transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same

benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration

of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, or be accompanied

by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder

thereof or his attorney duly authorized in writing.

Any exchange or transfer shall be without charge,

except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may

be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6

or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series,

for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to

exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the

unredeemed portion of such Security being redeemed in part.

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2.8. REPLACEMENT SECURITIES.

If a mutilated Security is surrendered to the

Trustee, or if the Holder of a Security presents evidence to the satisfaction of the Company and the Trustee that the Security has been

lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security of the same Series and

of like tenor and principal amount and bearing a number not contemporaneously outstanding. An indemnity bond may be required by the Company

or the Trustee that is sufficient in the reasonable judgment of the Company or the Trustee, as the case may be, to protect the Company,

the Trustee or any Agent from any loss which any of them may suffer if a Security is replaced. The Company may charge such Holder for

the Company’s out-of-pocket expenses in replacing a Security, including the fees and expenses of the Trustee. Every replacement

Security shall constitute an original additional obligation of the Company, whether or not the destroyed, lost or stolen Security shall

be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any

and all other Securities of that Series duly issued hereunder.

2.9. OUTSTANDING SECURITIES.

Securities outstanding at any time are all Securities

authenticated by the Trustee, except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9

as not outstanding.

If a Security is replaced pursuant to Section 2.8

(other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and the Trustee receive

proof satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding

upon surrender of such Security and replacement thereof pursuant to Section 2.8.

If a Paying Agent holds on a Redemption Date or

the Stated Maturity money sufficient to pay the principal of, premium, if any, and accrued interest on, Securities payable on that date,

and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities

are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the

Trustee has been made), then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue.

A Security does not cease to be outstanding solely

because the Company or an Affiliate holds the Security.

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2.10. WHEN TREASURY SECURITIES DISREGARDED; DETERMINATION OF HOLDERS’

ACTION.

In determining whether the Holders of the required

aggregate principal amount of the Securities of any Series have concurred in any direction, waiver or consent, the Securities of

any Series owned by the Company or any other obligor on such Securities, or by any Affiliate of any of them, shall be disregarded,

except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent,

only Securities of such Series which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities

of such Series so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction

of the Trustee the pledgee’s right so to act with respect to the Securities of such Series and that the pledgee is not the

Company or any other obligor on the Securities of such Series, or an Affiliate of any of them.

2.11. TEMPORARY SECURITIES.

Until definitive Securities are ready for delivery,

the Company may prepare and execute, and, upon receipt of a Company Order, the Trustee shall authenticate and deliver, temporary Securities.

Temporary Securities shall be substantially in the form, and shall carry all rights, of definitive Securities, but may have variations

that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and execute, and,

upon receipt of a Company Order, the Trustee shall authenticate and deliver, definitive Securities in exchange for temporary Securities

without charge to the Holder.

2.12. CANCELLATION.

All Securities surrendered for payment, redemption

or registration of transfer or exchange, or for credit against any sinking fund payment, shall, if surrendered to any Person other than

the Trustee, be delivered to the Trustee for cancellation. The Company may at any time deliver to the Trustee for cancellation any Securities

previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the

Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which

the Company has not issued and sold. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them

for transfer, exchange or payment. The Trustee, at the written direction of the Company, or, at the written direction of the Company,

the Registrar or the Paying Agent (if the Trustee is not serving in those capacities), and no one else, shall cancel and dispose of (subject

to the record retention requirements of the Exchange Act and the Trustee) in accordance with its standard procedures, all Securities

surrendered for transfer, exchange, payment or cancellation. If the Company shall acquire any of the Securities, such acquisition shall

not operate as a redemption or satisfaction of the Indebtedness represented by such Securities unless and until the same are surrendered

to the Trustee for cancellation pursuant to this Section 2.12. No Securities shall be authenticated in lieu of or in exchange for

any Securities cancelled as provided in this Section 2.12, except as expressly permitted by this Indenture.

2.13. PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST.

Except as otherwise provided as contemplated by

Section 2.2 with respect to any Series of Securities, interest on any Security which is payable, and is punctually paid or

duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security is registered at the close of

business on the regular record date for such interest, as provided in the Board Resolution, supplemental indenture hereto or Officers’

Certificate establishing the terms of such Series.

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If the Company defaults in a payment of interest

on the Securities, it shall pay the defaulted amounts, plus any interest payable on defaulted amounts pursuant to Section 4.1, to

the Persons who are Securityholders on a subsequent special record date, which date shall be the 15th day next preceding the date fixed

by the Company for the payment of defaulted interest, or the next succeeding Business Day if such date is not a Business Day. At least

15 days before the special record date, the Company shall mail or cause to be delivered to each Securityholder, with a copy to the Trustee,

a notice that states the special record date, the payment date and the amount of defaulted interest, and interest payable on such defaulted

interest, if any, to be paid.

Except as otherwise specified as contemplated

by Section 2.2 for Securities of any Series, interest on the Securities of each Series shall be computed on the basis of a

360-day year of twelve 30-day months.

2.14. CUSIP NUMBER.

The Company in issuing the Securities may use

one or more “CUSIP” numbers, and, if the Company does so, the Trustee shall use the CUSIP number(s) in notices of redemption

or exchange as a convenience to Holders, PROVIDED, that any such notice may state that no representation is made as to the correctness

or accuracy of the CUSIP number(s) printed in the notice or on the Securities, and that reliance may be placed only on the other

identification numbers printed on the Securities, and that any such redemption or exchange shall not be affected by any defect in or

omission of any such numbers. The Company shall promptly notify the Trustee in writing of any change in the “CUSIP” numbers

assigned to the Securities.

2.15. PROVISIONS FOR GLOBAL SECURITIES.

(a)            A

Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities of a Series shall

be issued in whole or in part in the form of one or more Global Securities, and the Depository for such Global Securities or Securities.

(b)            Notwithstanding

any provisions to the contrary contained in Section 2.7 and in addition thereto, if, and only if the Depository (i) at any

time is unwilling or unable to continue as Depository for such Global Security or ceases to be a clearing agency registered under the

Exchange Act and (ii) a successor Depository is not appointed by the Company within 90 days after the date the Company is so informed

in writing or becomes aware of the same, the Company promptly will execute and deliver to the Trustee definitive Securities, and the

Trustee, upon receipt of a Company Request for the authentication and delivery of such definitive Securities (which the Company will

promptly execute and deliver to the Trustee) and an Officers’ Certificate to the effect that such Global Security shall be so exchangeable,

will authenticate and deliver definitive Securities, without charge, registered in such names and in such authorized denominations as

the Depository shall direct in writing (pursuant to instructions from its direct and indirect participants or otherwise) in an aggregate

principal amount equal to the principal amount of the Global Security with like tenor and terms. Upon the exchange of a Global Security

for definitive Securities, such Global Security shall be canceled by the Trustee. Unless and until it is exchanged in whole or in part

for definitive Securities, as provided in this Section 2.15(b), a Global Security may not be transferred except as a whole by the

Depository with respect to such Global Security to a nominee of such Depository, by a nominee of such Depository to such Depository or

another nominee of such Depository or by the Depository or any such nominee to a successor Depository or a nominee of such a successor

Depository.

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Global Security issued hereunder shall bear a legend in substantially the following form:

“This Security is a Global Security within the meaning

of the Indenture hereinafter referred to, and is registered in the name of the Depository or a nominee of the Depository. This Security

is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the limited circumstances

described in the Indenture, and may not be transferred except as a whole by the Depository to a nominee of the Depository, by a nominee

of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository

or a nominee of such a successor Depository.”

(d)            The

Depository, as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization,

direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture.

(e)            Notwithstanding

the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.2, payment of the principal of,

and interest and premium, if any, on, any Global Security shall be made to the Depository or its nominee in its capacity as the Holder

thereof.

(f)            Except

as provided in Section 2.15(e) above, the Company, the Trustee and any Agent shall treat a Person as the Holder of such principal

amount of outstanding Securities of any Series represented by a Global Security as shall be specified in a written statement of

the Depository (which may be in the form of a participants’ list for such Series) with respect to such Global Security, for purposes

of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture, PROVIDED,

that until the Trustee is so provided with a written statement, it may treat the Depository or any other Person in whose name a Global

Security is registered as the owner of such Global Security for the purpose of receiving payment of the principal of, and any premium

and (subject to Section 2.13) any interest on, such Global Security and for all other purposes whatsoever, and none of the Company,

the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary.

2.16. PERSONS DEEMED OWNERS.

Prior to due presentment of a Security for registration

of transfer, the Company, the Trustee, the Registrar and any agent of the Company, the Registrar or the Trustee may treat the Person

in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of the principal of, and

any premium and (subject to Section 2.13) any interest on, such Security and for all other purposes whatsoever, and none of the

Company, the Trustee, the Registrar or any agent of the Company, the Trustee or the Registrar shall be affected by notice to the contrary.

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ARTICLE 3.

REDEMPTION

3.1. NOTICES TO TRUSTEE.

The Company may, with respect to any Series of

Securities, reserve the right to redeem and pay the Series of Securities, or may covenant to redeem and pay the Series of Securities

or any part thereof, prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities or the related

Board Resolution, supplemental indenture or Officers’ Certificate. If a Series of Securities is redeemable and the Company

elects to redeem all or part of such Series of Securities, it shall notify the Trustee in writing of the Redemption Date and the

principal amount of Securities to be redeemed at least 45 days (unless a shorter notice shall be satisfactory to the Trustee) before

the Redemption Date. Any such notice may be canceled at any time prior to notice of such redemption being mailed to any Holder, and shall

thereby be void and of no effect.

3.2. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

Unless otherwise indicated for a particular Series of

Securities by a Board Resolution, a supplemental indenture or an Officers’ Certificate, if fewer than all of the Securities of

a Series are to be redeemed, the Trustee shall select the Securities of a Series to be redeemed pro rata, by lot or by any

other method that the Trustee considers fair and appropriate (unless the Company specifically directs the Trustee otherwise) subject,

in the case of Global Securities, to the applicable rules and procedures of the Depository and, if such Securities are listed on

any securities exchange, by a method that complies with the requirements of such exchange.

The Trustee shall make the selection from Securities

of a Series outstanding and not previously called for redemption, and shall promptly notify the Company in writing of the Securities

selected for redemption and, in the case of any Security selected for partial redemption, the principal amount thereof to be redeemed

at least 35 but not more than 60 days before the Redemption Date. Securities of a Series in denominations of $1,000 may be redeemed

only in whole. The Trustee may select for redemption portions of the principal of Securities of a Series that have denominations

larger than $1,000. Securities of a Series and portions of them it selects shall be in amounts of $1,000 or, with respect to Securities

of any Series issuable in other denominations pursuant to Section 2.2(10), the minimum principal denomination for each Series and

integral multiples thereof. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities

called for redemption. Notwithstanding the above, the applicable procedures of the Depository regarding the selection of Securities issued

as Global Securities shall govern.

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Neither the Trustee nor any Agent will have any

responsibility for any action taken or not taken by the Depository. The Trustee and the Paying Agent will have no responsibility or obligation

to any beneficial owner of a Global Security or a depository participant or other Person with respect to the accuracy of the records

of the Depository or its nominee or of any participant or member thereof with respect to any ownership interest in the Securities or

with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including

any Redemption Notice) or the payment of any amount, under or with respect to such Securities. The rights of beneficial owners in any

Global Securities will be exercised only through the Depository subject to the Depository Procedures. The Trustee may rely and shall

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

owners.

3.3. NOTICE OF REDEMPTION.

Unless otherwise indicated for a particular Series by

Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, at least 30 days, and no more than 60 days, before

a Redemption Date, the Company shall mail, or cause to be mailed, a notice of redemption by first-class mail to each Holder of Securities

to be redeemed at his or her last address as the same appears on the registry books maintained by the Registrar, or, with respect to

Securities issued as Global Securities, such notice shall be delivered in accordance with the applicable procedures of the Depository.

The notice shall identify the Securities to be redeemed and shall state:

(1) the Redemption Date;

(2) the redemption price, and that such redemption

price shall become due and payable on the Redemption Date;

(3) if any Security of a Series is being

redeemed in part, the portion of the principal amount of such Security of a Series to be redeemed and that, after the Redemption

Date and upon surrender of such Security of a Series, a new Security or Securities in principal amount equal to the unredeemed portion

will be issued;

(4) the name and address of the Paying Agent;

(5) that Securities of a Series called

for redemption must be surrendered to the Paying Agent to collect the redemption price, and the place or places where each such Security

is to be surrendered for such payment;

(6) that, unless the Company defaults in making

the redemption payment, interest on the Securities of a Series called for redemption ceases to accrue on the Redemption Date, and

the only remaining right of the Holders of such Securities is to receive payment of the redemption price upon surrender to the Paying

Agent of the Securities redeemed;

(7) if fewer than all of the Securities of

a Series are to be redeemed, the identification of the particular Securities of a Series (or portion thereof) to be redeemed,

as well as the aggregate principal amount of Securities of a Series to be redeemed and the aggregate principal amount of Securities

of a Series to be outstanding after such partial redemption.

(8) the CUSIP number, if any, printed on the

Securities being redeemed; and

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(9) that no representation is made as to the

correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.

At the Company’s request, the Trustee shall

give the notice of redemption in the Company’s name and at the Company’s sole expense; provided, however, that the Company

has delivered to the Trustee prior to the notice date, an Officers’ Certificate requesting that the Trustee give such notice and

setting forth the information to be stated in such notice and the form of such notice.

3.4. EFFECT OF NOTICE OF REDEMPTION.

Once the notice of redemption described in Section 3.3

is delivered, Securities of a Series called for redemption become due and payable on the Redemption Date and at the redemption price,

plus interest, if any, accrued to the Redemption Date. Upon surrender to the Trustee or Paying Agent, such Securities of a Series shall

be paid at the redemption price, plus accrued interest, if any, to the Redemption Date; PROVIDED, that if the Redemption Date is after

a regular interest payment record date and on or prior to the next Interest Payment Date, the accrued interest shall be payable to the

Holder of the redeemed Securities registered on the relevant record date, as specified by the Company in the notice to the Trustee pursuant

to Section 3.1.

3.5. DEPOSIT OF REDEMPTION PRICE.

On or prior to the Redemption Date (but no later

than 11:00 A.M. Eastern Time on such date), the Company shall deposit with the Paying Agent money sufficient to pay the redemption

price of and accrued interest, if any, on all Securities to be redeemed on that date other than Securities or portions thereof called

for redemption on that date which have been delivered by the Company to the Trustee for cancellation.

On and after any Redemption Date, if money sufficient

to pay the redemption price of, and accrued interest on, Securities called for redemption shall have been made available in accordance

with the preceding paragraph and the Company and the Paying Agent are not prohibited from paying such moneys to Holders, the Securities

called for redemption will cease to accrue interest and the only right of the Holders of such Securities will be to receive payment of

the redemption price of and, subject to the proviso in Section 3.4, accrued and unpaid interest on such Securities to the Redemption

Date. If any Security called for redemption shall not be so paid, interest will be paid, from the Redemption Date until such redemption

payment is made, on the unpaid principal of the Security and any interest or premium, if any, not paid on such unpaid principal, in each

case, at the rate and in the manner provided in the Securities.

3.6. SECURITIES REDEEMED IN PART.

Upon surrender of a Security of a Series that

is redeemed in part, the Company shall execute, and the Trustee shall authenticate, for a Holder a new Security of the same Series equal

in principal amount to the unredeemed portion of the Security surrendered.

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ARTICLE 4.

COVENANTS

4.1. PAYMENT OF SECURITIES.

The Company shall pay the principal of, and interest

and premium, if any, on, each Series of Securities on the dates and in the manner provided in such Securities and this Indenture.

An installment of principal or interest shall

be considered paid on the date it is due if the Trustee or Paying Agent holds on that date money designated for and sufficient to pay

such installment and is not prohibited from paying such money to the Holders pursuant to the terms of this Indenture or otherwise.

The Company shall pay interest on overdue principal,

and overdue interest, to the extent lawful, at the rate specified in the Series of Securities.

4.2. SEC REPORTS.

The Company will deliver to the Trustee within

15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other

reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act; PROVIDED,

HOWEVER, that each such report or document will be deemed to be so delivered to the Trustee if the Company files such report or document

with the SEC through the SEC’s EDGAR database no later than the time such report or document is required to be filed with the SEC

pursuant to the Exchange Act. Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or

15(d) of the Exchange Act, the Company will file with the SEC, to the extent permitted, and provide the Trustee with, such quarterly

and annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. The

Company will also comply with the other provisions of TIA Section 314(a).

Delivery of such reports, information and documents

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 from information contained therein, including the Company’s compliance

with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee

will not be responsible and shall have no liability whatsoever to determine whether any financial information has been filed or posted

on the EDGAR system (or any successor electronic delivery procedure) or have any duty to monitor or determine whether the Company has

delivered the reports described under this ‎Section 4.2 or otherwise complied with its obligation under this ‎Section 4.2.

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4.3. WAIVER OF STAY, EXTENSION OR USURY LAWS.

The Company covenants (to the extent that it may

lawfully do so) that it will not at any time insist upon, or plead (as a defense or otherwise) or in any manner whatsoever claim or take

the benefit or advantage of, any stay, extension, usury or other law which would prohibit or forgive the Company from paying all or any

portion of the principal of, and/or interest and premium, if any, on, the Securities as contemplated herein, wherever enacted, now or

at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and the Company hereby expressly

waives (to the extent that they may lawfully do so) all benefit or advantage of any such law, and covenants that it will not 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.

4.4. COMPLIANCE CERTIFICATE.

(a)            The

Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company during which any Securities were

outstanding, an Officers’ Certificate which complies with TIA Section 314(a)(4) stating that a review of the activities

of the Company and its Subsidiaries during such fiscal year has been made under the supervision of the signing Officers with a view to

determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating,

as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed

and fulfilled each and every covenant contained in this Indenture and that there is no default in the performance or observance of any

of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults

or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto)

and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of

the principal of, or interest or premium, if any, on, the Securities is prohibited, or if such event has occurred, a description of the

event and what action the Company is taking or proposes to take with respect thereto.

(b)            (i) If

any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with

respect to a claimed Default under this Indenture or the Securities, within ten Business Days after the Company becoming aware of such

occurrence the Company shall deliver to the Trustee an Officers’ Certificate specifying such event, notice or other action and

what action the Company is taking or proposes to take with respect thereto.

4.5. CORPORATE EXISTENCE.

Subject to ARTICLE 5, the Company shall do

or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, in accordance with the

organizational documents (as the same may be amended from time to time) of the Company and the rights (charter and statutory), licenses

and franchises of the Company; PROVIDED, HOWEVER, that the Company shall not be required to preserve any such right, license or franchise,

or its corporate existence, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct

of the business of the Company and that the loss thereof is not adverse in any material respect to the Holders.

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ARTICLE 5.

SUCCESSOR CORPORATION

5.1. LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS.

(a)            The

Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer,

lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in

one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto

(i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving

Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to

which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving

Entity”) shall be a corporation or entity treated as a corporation for U.S. federal income tax purposes organized and existing

under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable legal entity

treated as a corporation for U.S. federal income tax purposes organized under the laws of a foreign jurisdiction and shall expressly

assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the

obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any,

on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each

case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such

transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to

be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have

occurred and be continuing.

(b)            In

connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or

cause to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,

merger or transfer, and the supplemental indenture in respect thereto, comply with this Section 5.1, and that all conditions precedent

herein provided for relating to such transaction or transactions have been complied with.

5.2. SUCCESSOR PERSON SUBSTITUTED.

Upon any consolidation, merger or transfer of

all or substantially all of the assets of the Company in accordance with Section 5.1 above, the successor corporation formed by

such consolidation, or into which the Company is merged or to which such transfer is made, shall succeed to, and be substituted for,

and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had

been named as the Company herein, and thereafter (except with respect to any such transfer which is a lease) the predecessor corporation

shall be relieved of all obligations and covenants under this Indenture and the Securities.

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ARTICLE 6.

DEFAULTS AND REMEDIES

6.1. EVENTS OF DEFAULT.

“Events of Default,” wherever used

herein with respect to Securities of any Series, means any one of the following events, unless in the establishing Board Resolution,

supplemental indenture or Officers’ Certificate, it is provided that such Series shall not have the benefit of said Event

of Default:

(1) there is a default in the payment of any

principal of, or premium, if any, on, the Securities when the same becomes due and payable at Maturity, upon acceleration, redemption

or otherwise;

(2) there is a default in the payment of any

interest on any Security of a Series when the same becomes due and payable, and the Default continues for a period of 30 days;

(3) the Company defaults in the observance

or performance of any other covenant in the Securities of a Series or in this Indenture for 60 days after written notice from the

Trustee or the Holders of not less than 25% in the aggregate principal amount of the Securities of such Series then outstanding,

which notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default”;

(4) the Company or any Significant Subsidiary

pursuant to or within the meaning of any Bankruptcy Law:

(A) commences a voluntary case,

(B) consents to the entry of an order for relief against it in an involuntary

case,

all of its property,

(D) makes a general assignment for the benefit of its creditors, or

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

(5) a court of competent jurisdiction enters

an order or decree under any Bankruptcy Law that:

(A) is for relief against the Company or any Significant Subsidiary in

an involuntary case;

(B) appoints a Custodian of the Company or any Significant Subsidiary,

or for all or substantially all of the property of the Company or any Significant Subsidiary;

and the order or decree remains unstayed and in effect for 90 consecutive days; or

-22-

(6) any other Event of Default provided with

respect to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officers’

Certificate, in accordance with Section 2.2(19).

The term “Bankruptcy Law” means Title

11, U.S. Code, or any similar federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee,

assignee, liquidator or similar official under any Bankruptcy Law.

The Trustee may withhold notice of any Default

(except in the payment of the principal of, or interest or premium, if any, on, the Securities) to the Holders of the Securities of any

Series in accordance with Section 7.5. When a Default is cured, it ceases to exist.

The Trustee shall not be charged with knowledge

of any Event of Default unless written notice thereof shall have been actually received by a Responsible Officer at the Corporate Trust

Office of the Trustee from the Company, a Paying Agent, any Holder or any agent of any Holder.

6.2. ACCELERATION.

If an Event of Default with respect to Securities

of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4) or (5) with respect

to the Company) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate

principal amount of the Securities of that Series then outstanding by written notice to the Company and the Trustee, may declare

that the entire principal amount (and premium, if any, on) of all the Securities of that Series then outstanding plus accrued and

unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due

and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by

the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and

annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal,

interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent

the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise

than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree.

No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified

in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with

respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the

part of the Trustee or the Holders of the Securities of that Series.

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6.3. REMEDIES.

If an Event of Default with respect to Securities

of any Series at the time outstanding occurs and is continuing, the Trustee may, but shall not be obligated to, pursue any available

remedy by proceeding at law or in equity to collect the payment of the principal of, or interest and premium, if any, on, the Securities

of that Series, or to enforce the performance of any provision of the Securities of that Series or this Indenture.

The Trustee may maintain a proceeding even if

it does not possess any of the Securities of that Series or does not produce any of them in the proceeding. A delay or omission

by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or

remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies

are cumulative to the extent permitted by law.

6.4. WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT.

Subject to Sections 6.2, 6.7 and 8.2, the Holders

of a majority in principal amount of the Securities of any Series then outstanding by written notice to the Trustee have the right

to waive any existing Default or Event of Default with respect to such Series or compliance with any provision of this Indenture

(with respect to such Series) or the Securities of such Series. Upon any such waiver, such Default with respect to such Series shall

cease to exist, and any Event of Default with respect to such Series arising therefrom shall be deemed to have been cured for every

purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right

consequent thereto. This Section 6.4 shall be in lieu of TIA Section 316(a)(1)(B), and TIA Section 316(a)(1)(B) is

hereby expressly excluded from this Indenture and Section as permitted by the TIA.

6.5. CONTROL BY MAJORITY.

Subject to Sections 6.2, 6.7 and 8.2, the Holders

of a majority in principal amount of the Securities of any Series then outstanding may 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 by this Indenture with

respect to such Series. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture, or that the

Trustee determines, in its sole discretion, may be unduly prejudicial to the rights of another Securityholder or the Trustee, or that

may involve the Trustee in personal liability; PROVIDED, that the Trustee may take any other action deemed proper by the Trustee which

is not inconsistent with such direction. This Section 6.5 shall be in lieu of TIA Section 316(a)(1)(A), and TIA Section 316(a)(1)(A) is

hereby expressly excluded from this Indenture and Section as permitted by the TIA.

-24-

6.6. LIMITATION ON SUITS.

Subject to Section 6.7, a Securityholder

may not institute any proceeding or pursue any remedy with respect to this Indenture or the Securities of a Series unless:

(1) the Holder gives to the Trustee written

notice of a continuing Event of Default with respect to the Securities of that Series;

(2) the Holders of at least 25% in aggregate

principal amount of the Securities of such Series then outstanding make a written request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer to the Trustee

indemnity satisfactory to the Trustee against any loss, liability or expense to be incurred in compliance with such request;

(4) the Trustee does not comply with the request

within 60 days after receipt of the request and the offer of indemnity; and

(5) no direction inconsistent with such written

request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Securities

of such Series then outstanding.

A Securityholder may not use this Indenture to

prejudice the rights of another Securityholder, or to obtain a preference or priority over another Securityholder.

6.7. RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

Notwithstanding any other provision of this Indenture,

the right of any Holder of a Security of a Series to receive payment of the principal of, and interest and premium, if any, on,

the Security of such Series on or after the respective due dates expressed in the Security of such Series, or to bring suit for

the enforcement of any such payment on or after such respective dates, is absolute and unconditional, and shall not be impaired or affected

without the consent of the Holder.

6.8. COLLECTION SUIT BY TRUSTEE.

If an Event of Default in payment of principal,

interest or premium, if any, specified in Section 6.1(1) or (2) with respect to Securities of any Series at the time

outstanding occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the

Company (or any other obligor on the Securities of that Series) for the whole amount of unpaid principal and premium, if any, and accrued

interest remaining unpaid, together with interest on overdue principal and premium, if any, and, to the extent that payment of such interest

is lawful, interest on overdue installments of interest, in each case at the rate then borne by the Securities of that Series, and such

further amounts as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses,

disbursements and advances of the Trustee, its agents and counsel, as set forth in Section 7.7.

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6.9. TRUSTEE MAY FILE PROOFS OF CLAIM.

The Trustee may file such proofs of claim and

other papers or documents, and take other actions (including sitting on a committee of creditors), as may be 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 the Securityholders allowed in any judicial proceedings relative to the Company (or any other

obligor on the Securities), any of their respective creditors or any of their respective property, and the Trustee shall be entitled

and empowered to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute the same

after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such

proceedings, and any custodian in any such judicial proceeding is hereby authorized by each Securityholder to make such payments to the

Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the

Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,

and any other amounts due the Trustee under Section 7.7, and to the extent that such payment of reasonable compensation, expenses,

disbursements and advances 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, money, securities and other property which the Holders 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 Securityholder, any plan of reorganization, arrangement,

adjustment or composition affecting the Securities of a Series or the rights of any Holder thereof, or to authorize the Trustee

to vote in respect of the claim of any Securityholder in any such proceedings.

6.10. PRIORITIES.

If the Trustee collects any money pursuant to

this ARTICLE 6, it shall pay out the money in the following order:

FIRST: to the Trustee for amounts due under Section 7.7;

SECOND: to Securityholders for amounts then due and unpaid

for the principal of, and interest and premium, if any, on, the Securities in respect of which, or for the benefit of which, such money

has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities;

for principal and any premium and interest, respectively; and

THIRD: to the Company or such party as a court of competent

jurisdiction shall direct.

The Trustee may fix a record date and payment

date for any payment to Securityholders pursuant to this Section 6.10.

6.11. UNDERTAKING FOR COSTS.

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, a court in its discretion

may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion

may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to

the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the

Trustee, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in principal amount of the Securities

of a Series then outstanding.

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ARTICLE 7.

TRUSTEE

7.1. DUTIES OF TRUSTEE.

(a)            If

an Event of Default has occurred and is continuing, 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 same circumstances in the

conduct of his or her own affairs.

(b)            Except

during the continuance of an Event of Default:

(1) The duties of the Trustee shall be determined

solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in

this Indenture and no others, and no covenants or obligations shall be implied in this Indenture against the Trustee.

(2) In the absence of bad faith on its part,

the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon 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 which by any provision 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.

Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct,

except that:

(1) This paragraph does not limit the effect

of paragraph (b) of this Section 7.1.

(2) The Trustee shall not be liable for any

error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the

pertinent facts.

(3) The Trustee shall not be liable with respect

to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Sections 6.2 and 6.5.

(d)            No

provision of this Indenture shall require the Trustee to expend or risk its own funds, or otherwise incur any liability, including any

financial liability, in the performance of any of its rights or powers if it shall have reasonable grounds for believing that repayment

of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. The Trustee shall

be under no obligation to exercise any of the rights or power vested in it by this Indenture at the request or direction of any of the

Holder pursuant to this Indenture, unless such Holders shall have offered, and if requested provided, to the Trustee indemnity satisfactory

to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

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(e)            Whether

or not therein expressly so provided, paragraphs (a), (b), (c) and (d) of this Section 7.1 shall govern every provision

of this Indenture that in any way relates to the Trustee.

(f)            The

Trustee and Paying Agent shall not be liable for interest on any money received by either of them, except as the Trustee and Paying Agent

may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent

required by the law.

(g)            The

Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections, immunities and standard of care set forth

in paragraphs (a), (b), (c), (d) and (f) of this Section 7.1 and in Section 7.2 with respect to the Trustee.

(h)            The

Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder.

7.2. RIGHTS OF TRUSTEE.

(a)            Subject

to Section 7.1:

(1) The Trustee may conclusively rely on,

and shall be protected in acting or refraining from acting upon, any document y believed by it to be genuine and to have been signed

or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(2) Before the Trustee acts or refrains from

acting, it may require, and may conclusively rely on, an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform

to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take

in good faith in reliance on such certificate or opinion.

(3) The Trustee may act through agents and

attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care.

(4) The Trustee shall not be 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.

(5) The Trustee may consult with counsel of

its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection

from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or

opinion of such counsel.

(6) The Trustee shall be under no obligation

to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant

to the provisions of this Indenture, unless such Holders shall have provided to the Trustee security or indemnity against the costs,

expenses and liabilities which may be incurred therein or thereby.

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(7) 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, note, other evidence of indebtedness or other paper or document.

(8) The Trustee shall not be deemed to have

knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to

a Responsible Officer of the Trustee.

(9) The permissive right of the Trustee to

take actions permitted by this Indenture will not be construed as an obligation or duty to do so.

(10) The rights, privileges, protection, immunities

and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable

by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other person employed to act hereunder.

(11) Unless otherwise expressly provided herein

or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee

shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to

make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such reports, information

and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive

notice of any information contained therein or determinable from information contained therein, including the Company’s compliance

with any of its covenants hereunder (except as set forth in Section 4.4).

(12) The Trustee may request that the Company deliver

an Officers’ 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 Officers’ Certificate may be signed by any Person authorized to sign an Officers’

Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.

(13) In no event shall the Trustee be responsible

or liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss

of profit), irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form

of action.

7.3. INDIVIDUAL RIGHTS OF TRUSTEE.

The Trustee in its individual or any other capacity

may become the owner or pledgee of Securities, and may make loans to, accept deposits from, perform services for or otherwise deal with

the Company, or any Affiliate thereof, with the same rights it would have if it were not Trustee. Any Agent may do the same with like

rights. The Trustee, however, shall be subject to Sections 7.10 and 7.11.

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7.4. TRUSTEE’S DISCLAIMER.

The Trustee shall not be responsible for and makes

no representation as to the validity or adequacy of this Indenture or the Securities (except that the Trustee represents that it is duly

authorized to execute and deliver this Indenture and authenticate the Securities and perform its obligations hereunder), and the Trustee

shall not be accountable for the Company’s use of the proceeds from the sale of Securities or any money paid to the Company or

upon the Company’s direction pursuant to the terms of this Indenture, and the Trustee shall not be responsible for any statement

or recital herein or any statement in the Securities or any other document in connection with the sale of the Securities or pursuant

to this Indenture other than its certificates of authentication.

7.5. NOTICE OF DEFAULT.

If a Default or an Event of Default occurs and

is continuing with respect to the Securities of any Series, and if it is known to as Responsible Officer of the Trustee, the Trustee

shall deliver to each Securityholder of the Securities of that Series notice of the Default or the Event of Default, as the case

may be, within 90 days after it occurs or, if later, after a Responsible Officer of the Trustee has knowledge of such Default or Event

of Default (except if such Default or Event of Default has been validly cured or waived before the giving of such notice). Except in

the case of a Default or an Event of Default in payment of the principal of, or interest or premium, if any, on, any Security of any

Series, the Trustee may withhold the notice if and so long as it determines that withholding the notice is in the interests of the Securityholders

of that Series.

7.6. REPORTS BY TRUSTEE TO HOLDERS.

If and to the extent required by the TIA, within

60 days after May 15 of each year, commencing the May 15 following the date of this Indenture, the Trustee shall deliver to

each Securityholder a brief report dated as of such May 15 that complies with TIA Section 313(a). The Trustee also shall comply

with TIA Sections 313(b) and 313(c).

A copy of each report at the time of its delivery

to Securityholders shall be filed with the SEC and any stock exchange on which the Securities of that Series are listed. The Company

shall promptly notify the Trustee in writing when the Securities of any Series are listed on any stock exchange or any delisting

thereof, and the Trustee shall comply with TIA Section 313(d).

7.7. COMPENSATION AND INDEMNITY.

The Company shall pay to the Trustee from time

to time compensation for its services as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation

shall not be limited by any provision of law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee

within 45 days after receipt of request for all reasonable disbursements, expenses and advances incurred or made by it in connection

with its duties under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents

and counsel.

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The Company shall indemnify the Trustee (in any

of its capacities), its officers, directors, employees and agents for, and hold them harmless against, any and all losses, liabilities,

damages, claims or expense (including taxes, other than taxes based upon, measured by or determined by the income of the Trustee) incurred

by it or arising out of or in connection with the acceptance or administration of its duties under this Indenture including the costs

and expenses of enforcing this Indenture against the Company (including this Section 7.7) and defending itself against any claim

(whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any

of its powers or duties hereunder. The Trustee, upon receiving written notice thereof, shall notify the Company promptly of any claim

asserted against the Trustee for which it may seek indemnity.

The failure by the Trustee to so notify the Company

shall not however relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate

in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The

Company need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld. Notwithstanding

the foregoing, the Company need not reimburse the Trustee for any expense or indemnify it against any loss or liability incurred by the

Trustee through its negligence or bad faith as established by a final, non-appealable order of a court of competent jurisdiction. To

secure the payment obligations of the Company in this Section 7.7, the Trustee shall have a lien prior to the Securities of any

Series on all money or property held or collected by the Trustee except such money or property held in trust to pay the principal

of, interest and premium, if any, on particular Securities of that Series.

When the Trustee incurs expenses or renders services

after an Event of Default specified in Section 6.1(4) or (5) occurs, the expenses and the compensation for the services

are intended to constitute expenses of administration under any Bankruptcy Law.

For purposes of this Section 7.7, the term

“Trustee” shall include any trustee appointed pursuant to this ARTICLE 7.

The obligations of the Company under this Section 7.7

shall survive the termination or satisfaction and discharge of this Indenture or the resignation or removal of the Trustee for any reason.

7.8. REPLACEMENT OF TRUSTEE.

The Trustee may resign with respect to the Securities

of one or more Series by so notifying the Company in writing at least 90 days in advance of such resignation.

The Holders of a majority in principal amount

of the outstanding Securities of any Series may remove the Trustee with respect to that Series by notifying the removed Trustee

in writing and may appoint a successor Trustee with respect to that Series with the consent of the Company, which consent shall

not be unreasonably withheld. The Company may remove the Trustee with respect to that Series at its election if:

(1) the Trustee fails to comply with, or ceases

to be eligible under, Section 7.10;

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(2) the Trustee is adjudged a bankrupt or

an insolvent, or an order for relief is entered with respect to the Trustee, under any Bankruptcy Law;

(3) a Custodian or other public officer takes

charge of the Trustee or its property; or

(4) the Trustee otherwise becomes incapable

of acting.

If the Trustee resigns or is removed, or if a

vacancy exists in the office of Trustee, with respect to any Series of Securities for any reason, the Company shall promptly appoint,

by Board Resolution, a successor Trustee.

If a successor Trustee with respect to the Securities

of one or more Series does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee,

the Company or the Holders of at least 10% in principal amount of the outstanding Securities of the applicable Series may petition

any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee with respect to the Securities

of one or more Series fails to comply with Section 7.10, any Securityholder of the applicable Series may petition any

court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance

of its appointment to the retiring Trustee and to the Company. Immediately following such delivery, (i) the retiring Trustee with

respect to one or more Series shall, subject to its rights under Section 7.7, transfer all property held by it as Trustee with

respect to such Series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee shall become effective

and (iii) the successor Trustee with respect to such Series shall have all the rights, powers and duties of the Trustee under

this Indenture. A successor Trustee with respect to the Securities of one or more Series shall mail notice of its succession to

each Securityholder of such Series.

A retiring Trustee shall not be liable for the

acts or omissions of any successor Trustee after its succession.

Notwithstanding replacement of the Trustee pursuant

to this section 7.8, the Company’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee.

7.9. SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION.

Any organization or entity into which the Trustee

may be merged or converted or with which it may be consolidated, or any organization or entity resulting from any merger, conversion

or consolidation to which the Trustee shall be a party, or any organization or entity succeeding to all or substantially all of the corporate

trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such organization or entity shall be otherwise

qualified and eligible under this Article 7, without the execution or filing of any paper or any further act on the part of any

of the parties hereto.

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7.10. ELIGIBILITY; DISQUALIFICATION.

This Indenture shall always have a Trustee who

satisfies the requirements of TIA Sections 310(a)(1), (2) and (5) in every respect. The Trustee (or in the case of a Trustee

that is a Person included in a bank holding company system, the related bank holding company) shall have a combined capital and surplus

of at least $100,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA Section 310(b),

including the provision in Section 310(b)(1). In addition, if the Trustee is a Person included in a bank holding company system,

the Trustee, independently of such bank holding company, shall meet the capital requirements of TIA Section 310(a)(2). If at any

time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.10, it shall resign immediately

in the manner and with the effect specified in this ARTICLE 7.

7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

The Trustee shall comply with TIA Section 311(a),

excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to

TIA Section 311(a) to the extent indicated therein.

7.12. PAYING AGENTS.

The Company shall cause each Paying Agent other

than the Trustee to execute and deliver to it and the Trustee an instrument in which such agent shall agree with the Trustee, subject

to the provisions of this Section 7.12:

(1) that it will hold all sums held by it

as agent for the payment of the principal of, or interest or premium, if any, on, the Securities (whether such sums have been paid to

it by the Company or by any obligor on the Securities) in trust for the benefit of Holders of the Securities or the Trustee;

(2) that it will at any time during the continuance

of any Event of Default, upon written request from the Trustee, deliver to the Trustee all sums so held in trust by it together with

a full accounting thereof; and

(3) that it will give the Trustee written

notice within three Business Days after any failure of the Company (or by any obligor on the Securities) in the payment of any installment

of the principal of, or interest or premium, if any, on, the Securities when the same shall be due and payable.

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ARTICLE 8.

AMENDMENTS, SUPPLEMENTS AND WAIVERS

8.1. WITHOUT CONSENT OF HOLDERS.

The Company, when authorized by a Board Resolution,

and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without notice to or consent of any

Securityholder:

(1) to comply with Section 5.1;

(2) to provide for certificated Securities

in addition to uncertificated Securities;

(3) to comply with any requirements of the

SEC under the TIA;

(4) to cure any mistake, ambiguity, defect

or inconsistency, or to make any other change herein or in the Securities that does not materially and adversely affect the rights of

any Securityholder;

(5) to provide for the issuance of, and establish

the form and terms and conditions of, Securities of any Series as permitted by this Indenture; or

(6) to evidence and provide for the acceptance

of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series, and to add to or change any of

the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more

than one Trustee.

The Trustee is hereby authorized to join with

the Company in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture, and to make any further

appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such

supplemental indenture which adversely affects its own rights, duties or immunities under this Indenture.

8.2. WITH CONSENT OF HOLDERS.

(a)            The

Company, when authorized by a Board Resolution, and the Trustee may amend or supplement this Indenture or the Securities of one or more

Series with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Securities

of such Series affected by such amendment or supplement without notice to any Securityholder. The Holders of not less than a majority

in aggregate principal amount of the outstanding Securities of each such Series affected by such amendment or supplement may waive

compliance by the Company in a particular instance with any provision of this Indenture or the Securities of such Series without

notice to any Securityholder. Subject to Section 8.4, without the consent of each Securityholder affected, however, an amendment,

supplement or waiver may not:

(1) reduce the amount of Securities whose

Holders must consent to an amendment, supplement or waiver to this Indenture or the Securities;

(2) reduce the rate of, or change the time

for payment of, interest on any Security;

(3) reduce the principal, or change the Stated

Maturity, of any Security, or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation;

(4) make any Security payable in money other

than that stated in the Security;

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(5) change the amount or time of any payment

required by the Securities, or reduce the premium payable upon any redemption of the Securities, or change the time before which no such

redemption may be made;

(6) waive a Default or Event of Default in

the payment of the principal of, or interest or premium, if any, on, any Security (except a rescission of acceleration of the Securities

of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a

waiver of the payment default that resulted from such acceleration);

(7) waive a redemption payment with respect

to any Security, or change any of the provisions with respect to the redemption of any Securities;

(8) make any changes in Section 6.6 or

this Section 8.2, except to increase any percentage of Securities the Holders of which must consent to any matter; or

(9) take any other action otherwise prohibited

by this Indenture to be taken without the consent of each Holder affected thereby.

(b)            Upon

the request of the Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon

the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Securityholders as aforesaid and

of the documents described in Section 8.6, 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, in which case the

Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

shall not be necessary for the consent of the Holders under this section to approve the particular form of any proposed amendment, supplement

or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment or supplement under this Section becomes

effective, the Company shall mail to Securityholders a notice briefly describing the amendment or supplement. Any failure of the Company

to mail any such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental indenture.

8.3. COMPLIANCE WITH TRUST INDENTURE ACT.

Every amendment to, or supplement of, this Indenture

or the Securities shall comply with the TIA as then in effect.

8.4. REVOCATION AND EFFECT OF CONSENTS.

Until an amendment, supplement, waiver or other

action becomes effective, a consent to it by a Holder of a Security is a continuing consent conclusive and binding upon such Holder and

every subsequent Holder of the same Security or portion thereof, and of any Security issued upon the transfer thereof or in exchange

therefor or in place thereof, even if notation of the consent is not made on any such Security. Any such Holder or subsequent Holder,

however, may revoke the consent as to his Security or portion of a Security, if the Trustee receives the notice of revocation before

the date the amendment, supplement, waiver or other action becomes effective.

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The Company may, but shall not be obligated to,

fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver, which record

date shall be at least 30 days prior to the first solicitation of such consent. If a record date is fixed, then, notwithstanding the

preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall

be entitled to consent to such amendment, supplement or waiver, or to revoke any consent previously given, whether or not such Persons

continue to be Holders after such record date.

After an amendment, supplement, waiver or other

action becomes effective, it shall bind every Securityholder, unless it makes a change described in any of clauses (1) through (9) of

Section 8.2. In that case, the amendment, supplement, waiver or other action shall bind each Holder of a Security who has consented

to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s

Security; PROVIDED, that any such waiver shall not impair or affect the right of any Holder to receive payment of the principal of, and

interest and premium, if any, on, a Security, on or after the respective due dates expressed in such Security, or to bring suit for the

enforcement of any such payment on or after such respective dates without the consent of such Holder.

8.5. NOTATION ON OR EXCHANGE OF SECURITIES.

If an amendment, supplement or waiver changes

the terms of a Security of any Series, the Trustee may request the Holder of such Security to deliver it to the Trustee. In such case,

the Trustee shall place an appropriate notation on such Security about the changed terms and return it to the Holder. Alternatively,

the Company, in exchange for such Security, may issue, and the Trustee shall authenticate, a new security that reflects the changed terms.

Failure to make the appropriate notation or issue a new Security shall not affect the validity and effect of such amendment, supplement

or waiver.

8.6. TRUSTEE TO SIGN AMENDMENTS, ETC.

The Trustee shall sign any amendment, supplement

or waiver authorized pursuant to this ARTICLE 8 if the amendment, supplement or waiver does not adversely affect the rights, duties,

liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment,

supplement or waiver the Trustee shall be entitled to receive and, subject to Section 7.1, shall be fully protected in relying upon

an Officers’ Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted

by this Indenture. The Company may not sign an amendment or supplement until the Board of Directors of the Company approves it.

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ARTICLE 9.

DISCHARGE OF INDENTURE; DEFEASANCE

9.1. DISCHARGE OF INDENTURE.

The Company may terminate its obligations under

the Securities of any Series and this Indenture with respect to such Series, except the obligations referred to in the last paragraph

of this Section 9.1, if there shall have been canceled by the Trustee, or delivered to the Trustee for cancellation, all Securities

of such Series theretofore authenticated and delivered (other than any Securities of such Series that are asserted to have

been destroyed, lost or stolen and that shall have been replaced as provided in Section 2.8) and the Company has paid all sums payable

by it hereunder or deposited all required sums with the Trustee.

After such delivery the Trustee upon request shall

acknowledge in a writing prepared by or on behalf of the Company the discharge of the Company’s obligations under the Securities

of such Series and this Indenture, except for those surviving obligations specified below.

Notwithstanding the satisfaction and discharge

of this Indenture, the obligations of the Company in Sections 7.7, 9.5 and 9.6 shall survive.

9.2. LEGAL DEFEASANCE.

The Company may at its option, by Board Resolution,

be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth

in Section 9.4 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means

that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series and

to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the

Trustee, at the expense of the Company, shall, subject to Section 9.6, execute proper instruments acknowledging the same, as are

delivered to it by the Company), except for the following, which shall survive until otherwise terminated or discharged hereunder: (A) the

rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4

and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, on, the Securities

of such Series when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series under

Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including

claims of, or payments to, the Trustee under or pursuant to Section 7.7) and (D) this ARTICLE 9. Subject to compliance

with this ARTICLE 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series notwithstanding

the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series.

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9.3. COVENANT DEFEASANCE.

At the option of the Company, pursuant to a Board

Resolution, the Company shall be released from its obligations with respect to the outstanding Securities of any Series under Sections

4.2 through 4.5, inclusive, and Section 5.1, with respect to the outstanding Securities of such Series, on and after the date the

conditions set forth in Section 9.4 are satisfied (hereinafter, “Covenant Defeasance”). For this purpose, such Covenant

Defeasance means that the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation

set forth in any such specified section or portion thereof, whether directly or indirectly by reason of any reference elsewhere herein

to any such specified Section or portion thereof or by reason of any reference in any such specified section or portion thereof

to any other provision herein or in any other document, but the remainder of this Indenture and the Securities of any Series shall

be unaffected thereby.

9.4. CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

The following shall be the conditions to application

of Section 9.2 or Section 9.3 to the outstanding Securities of a Series:

(1) the Company shall irrevocably have deposited

or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply

with the provisions of this ARTICLE 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically

pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S.

Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof

in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination

thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification

thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay

and discharge, the principal of, and accrued interest and premium, if any, on, the outstanding Securities of such Series at the

Stated Maturity of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest and

premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Series;

(2) no Event of Default or Default (other

than that resulting from borrowing funds to be applied to make such deposit and any similar or simultaneous deposit relating to other

Indebtedness and, in each case, the granting of liens and the consummation of other transactions in connection therewith) with respect

to the Securities of such Series shall have occurred and be continuing on the date of such deposit;

(3) such Legal Defeasance or Covenant Defeasance

shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company;

(4) such Legal Defeasance or Covenant Defeasance

shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is

a party or by which it is bound;

(5) the Company shall have delivered to the

Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee

will be required to register as an investment company under the Investment Company Act of 1940, as amended;

-38-

(6) in the case of an election under Section 9.2,

the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has

been published by, the Internal Revenue Service a ruling to the effect that or (ii) there has been a change in any applicable Federal

income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or

Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance

and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same

times as would have been the case if such Legal Defeasance had not occurred;

(7) in the case of an election under Section 9.3,

the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of

such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, and

will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such

Covenant Defeasance had not occurred;

(8) the Company shall have delivered to the

Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this ARTICLE 9

relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be)

have been complied with;

(9) the Company shall have delivered to the

Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of

defeating, hindering, delaying or defrauding any creditors of the Company or others; and

(10) the Company shall have paid, or duly

provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to

Section 7.7.

9.5. DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD

IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

All money, U.S. Government Obligations and Foreign

Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.4 in respect of the outstanding

Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture,

to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Holders of such Securities, of all sums

due and to become due thereon in respect of principal, accrued interest and premium, if any, but such money need not be segregated from

other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee

against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations and Foreign Government Obligations

deposited pursuant to Section 9.4 or the principal, interest and premium, if any, received in respect thereof other than any such

tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities.

-39-

Anything in this ARTICLE 9 to the contrary

notwithstanding, but subject to payment of any of its outstanding fees and expenses, the Trustee shall deliver or pay to the Company

from time to time upon Company Request any money, U.S. Government Obligations or Foreign Government Obligations held by the Trustee as

provided in Section 9.4 which, in the opinion of a nationally-recognized firm of independent public accountants expressed in a written

certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect

an equivalent Legal Defeasance or Covenant Defeasance.

9.6. REINSTATEMENT.

If the Trustee or Paying Agent is unable to apply

any money, U.S. Government Obligations or Foreign Government Obligations in accordance with Section 9.1, 9.2, 9.3 or 9.4 by reason

of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise

prohibiting such application, the Company’s obligations under this Indenture and the Securities shall be revived and reinstated

as though no deposit had occurred pursuant to this ARTICLE 9 until such time as the Trustee or Paying Agent is permitted to apply

all such money, U.S. Government Obligations or Foreign Government Obligations, as the case may be, in accordance with Section 9.1,

9.2, 9.3 or 9.4; PROVIDED, HOWEVER, that if the Company has made any payment of principal of, or accrued interest or premium, if any,

on, any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such

Securities to receive such payment from the money, U.S. Government Obligations or Foreign Government Obligations held by the Trustee

or Paying Agent.

9.7. MONEYS HELD BY PAYING AGENT.

In connection with the satisfaction and discharge

of this Indenture, all moneys then held by any Paying Agent under the provisions of this Indenture shall, upon demand of the Company,

be paid to the Trustee, or, if sufficient moneys have been deposited pursuant to Section 9.1, to the Company, and thereupon such

Paying Agent shall be released from all further liability with respect to such moneys.

9.8. MONEYS HELD BY TRUSTEE.

Any moneys deposited with the Trustee or any Paying

Agent or then held by the Company in trust for the payment of the principal of, or interest or premium, if any, on, any Security that

are not applied but remain unclaimed by the Holder of such Security for two years after the date upon which the principal of, or interest

or premium, if any, on, such Security shall have respectively become due and payable shall be repaid to the Company upon Company Request,

or if such moneys are then held by the Company in trust, such moneys shall be released from such trust; and the Holder of such Security

entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to the Company for the payment thereof,

and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease; PROVIDED, HOWEVER, that

the Trustee or any such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, either mail

to each Securityholder affected, at the address shown in the register of the Securities maintained by the Registrar, or cause to be published

once a week for two successive weeks, in a newspaper published in the English language, customarily published each Business Day and of

general circulation in the City of New York, New York, a notice that such money remains unclaimed and that, after a date specified therein,

which shall not be less than 30 days from the date of such mailing or publication, any unclaimed balance of such moneys then remaining

will be repaid to the Company. After payment to the Company or the release of any money held in trust by the Company, Securityholders

entitled to the money must look only to the Company for payment as general creditors, unless applicable abandoned property law designates

another Person.

-40-

ARTICLE 10.

MISCELLANEOUS

10.1. TRUST INDENTURE ACT CONTROLS.

If any provision of this Indenture limits, qualifies

or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control.

If any provision of this Indenture modifies or excludes any provision of the TIA which may be so modified or excluded, the latter provision

shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

10.2. NOTICES.

Any notice or communication shall be given in

writing or delivered in Person, delivered by commercial courier service or mailed by first-class mail, postage prepaid, addressed as

follows:

If to the Company:

Zenas BioPharma, Inc.

825 Winter Street, Suite 250

Waltham, Massachusetts 02451

Telephone: (857) 271-2954

Attention: Chief Legal Officer

Copy to:

Ropes & Gray LLP

800 Boylston Street

Boston, Massachusetts 02199

Telephone: (617) 951-7000

Attention: Thomas Danielski

-41-

If to the Trustee:

U.S. Bank Trust Company, National

Association

One Federal Street, 3rd

Floor

Boston, MA 02110

Telephone: (617) 603-6549

Attention: Steven J. Gomes

The Company or the Trustee by written notice to

the other may designate additional or different addresses for subsequent notices or communications. Any notice or communication to the

Company or the Trustee shall be deemed to have been given or made as of the date so delivered if personally delivered and three Business

Days after mailing if sent by registered or certified mail, postage prepaid (except that a notice of change of address shall not be deemed

to have been given until actually received by the addressee).

Any notice or communication mailed to a Securityholder

shall be mailed to such Securityholder by first-class mail, postage prepaid, at such Securityholder’s address shown on the register

kept by the Registrar.

Failure to mail, or any defect in, a notice or

communication to a Securityholder shall not affect its sufficiency with respect to other Securityholders. If a notice or communication

to a Securityholder is mailed in the manner provided above, it shall be deemed duly given, three Business Days after such mailing, whether

or not the addressee receives it.

If the Company delivers a notice or communication

to Securityholders, it shall deliver a copy to the Trustee and each Agent at the same time.

In case by reason of the suspension of regular

mail service, or by reason of any other cause, it shall be impossible to mail any notice as required by this Indenture, then such method

of notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice.

In the case of Global Securities, notices or communications

to be given to Securityholders shall be given to the Depository, in accordance with its applicable policies as in effect from time to

time.

In addition to the manner provided for in the

foregoing provisions, notices or communications to Securityholders shall be given by the Company by release made to Reuters Economic

Services and Bloomberg Business News.

-42-

The Trustee shall have the right to accept and

act upon instructions, including funds transfer instructions (“Instructions”) given by the Company pursuant to this Indenture

and delivered using unsecured e-mail, facsimile transmission or other similar unsecured electronic methods (including pdf files) (“Electronic

Means”); provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers with the authority

to provide such Instructions (each, an “Authorized Officer”) and containing specimen signatures of such Authorized Officers,

which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing. Unless otherwise

provided in this Indenture or in any Security, the words “execute,” “execution,” “signed” and “signature”

and words of similar import used in or related to any document to be signed in connection with this Indenture, any Security or any of

the transactions contemplated hereby (including amendments, waivers, consents and other modifications) shall be deemed to include electronic

signatures (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Adobe Sign or any other

digital signature provider identified by any other party hereto and acceptable to Trustee) and the keeping of records in electronic form,

each of which shall be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based

recordkeeping system, as applicable, to the fullest extent and as provided for in any applicable law, including the Federal Electronic

Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other similar state

laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary, the Trustee is

not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Trustee

pursuant to procedures approved by the Trustee. If the Company elects to give the Trustee Instructions using Electronic Means and the

Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed

controlling. The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions

and that the Trustee shall conclusively presume that Instructions that purport to have been sent by an Authorized Officer listed on the

incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company shall be responsible for ensuring

that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible

to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt

by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s

reliance upon and compliance with such Instructions notwithstanding such Instructions conflict or are inconsistent with a subsequent

written instruction. The Company agrees: (a) to assume all risks arising out of the use of electronic signatures and Electronic

Means to submit notices or Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized notice

or Instructions, and the risk of interception and misuse by third parties; and (b) to notify the Trustee in writing immediately

upon learning of any compromise or unauthorized use of the security procedures. 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 it is in writing and actually received

by the Trustee, addressed as provided above or sent electronically in PDF format.

10.3. COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

Securityholders of any Series may communicate

pursuant to TIA Section 312(b) with other Securityholders of that Series or any other Series with respect to their

rights under this Indenture or the Securities of that Series or any other Series. The Company, the Trustee, the Registrar and any

other Person shall have the protection of TIA Section 312(c).

-43-

10.4. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

Upon any request or application by the Company

to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(1) an Officers’ Certificate (which

shall include the statements set forth in Section 10.5 below) stating that, in the opinion of the signers, all conditions precedent,

if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2) an Opinion of Counsel (which shall include

the statements set forth in Section 10.5 below) stating that, in the opinion of such counsel, all such conditions precedent have

been complied with.

10.5. STATEMENT REQUIRED IN CERTIFICATE AND OPINION.

Each certificate and opinion with respect to compliance

with a condition or covenant provided for in this Indenture (other than pursuant to Section 4.4) shall include:

(1) a statement that the Person making such

certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and

scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such

Person, it or he has made such examination or investigation as is necessary to enable it or him to express an informed opinion as to

whether or not such covenant or condition has been complied with; and

(4) a statement as to whether or not, in the

opinion of such Person, such covenant or condition has been complied with.

10.6. RULES BY TRUSTEE AND AGENTS.

The Trustee may make reasonable rules for

action by or at meetings of Securityholders. The Registrar and Paying Agent may make reasonable rules for their functions.

10.7. BUSINESS DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT.

A “Business Day” is a day that is

not a Legal Holiday. A “Legal Holiday” is a Saturday, a Sunday, a federally-recognized holiday or a day on which banking

institutions are not authorized or required by law, regulation or executive order to be open in the State of New York or Place of Payment.

If a payment date is a Legal Holiday at a Place

of Payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for

the intervening period. “Place of Payment” means the place or places where the principal of, and interest and premium, if

any, on, the Securities of a Series are payable as specified as contemplated by Section 2.2. If the regular record date is

a Legal Holiday, the record date shall not be affected.

-44-

10.8. GOVERNING LAW.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED

BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF

NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

10.9. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

This Indenture may not be used to interpret another

indenture, loan, security or debt agreement of the Company or any Subsidiary thereof. No such indenture, loan, security or debt agreement

may be used to interpret this Indenture.

10.10. NO RECOURSE AGAINST OTHERS.

A director, officer, employee, stockholder or

incorporator, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture.

Each Securityholder by accepting a Security waives and releases all such liability. Such waiver and release are part of the consideration

for the issuance of the Securities.

10.11. SUCCESSORS.

All covenants and agreements of the Company in

this Indenture and the Securities shall bind the Company’s successors and assigns, whether so expressed or not. All agreements

of the Trustee, any additional trustee and any Paying Agents in this Indenture shall bind their respective successors and assigns.

10.12. MULTIPLE COUNTERPARTS.

The parties may sign multiple counterparts of

this Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement. Delivery

of an executed counterpart by facsimile or PDF shall be effective as delivery of a manually executed counterpart thereof.

10.13. TABLE OF CONTENTS, HEADINGS, ETC.

The table of contents, cross-reference sheet 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.

10.14. SEVERABILITY.

Each provision of this Indenture shall be considered

separable, and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Indenture or the

Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not

in any way be affected or impaired thereby, and a Holder shall have no claim therefor against any party hereto.

-45-

10.15. SECURITIES IN A FOREIGN CURRENCY OR IN EUROS.

Unless otherwise specified in a Board Resolution,

a supplemental indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.2 with respect to a particular

Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in

aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding

and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other than Dollars

(including Euros), then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose

of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such time.

For purposes of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for

cable transfers of that currency as published by the Federal Reserve Bank of New York; PROVIDED, HOWEVER, in the case of Euros, Market

Exchange Rate shall mean the rate of exchange determined by the Commission of the European Union (or any successor thereto) as published

in the Official Journal of the European Union (such publication or any successor publication, the “Journal”). If such Market

Exchange Rate is not available for any reason with respect to such currency, the Trustee shall use, in its sole discretion and without

liability on its part, such quotation of the Federal Reserve Bank of New York or, in the case of Euros, the rate of exchange as published

in the Journal, as of the most recent available date, or quotations or, in the case of Euros, rates of exchange from one or more major

banks in New York City or in the country of issue of the currency in question or, in the case of Euros, in Luxembourg or such other quotations

or, in the case of Euros, rates of exchange as the Trustee, upon consultation with the Company, shall deem appropriate. The provisions

of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in

currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture.

All decisions and determinations of the Trustee

regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in the Trustee’s

sole discretion, and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably

binding upon the Company and all Holders.

10.16.

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, epidemic, pandemic, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities,

communications or computer (software and hardware) services; provided that the Trustee shall use reasonable efforts consistent with accepted

practices in the banking industry to resume performance as soon as practicable under the circumstances.

-46-

10.17.

WAIVER OF JURY TRIAL.

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY

WAIVES, TO THE FULLEST EXTENT PERMITTED BY PPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR

RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

10.18.

U.S.A PATRIOT ACT.

The parties hereto acknowledge that in accordance

with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions, in order to help fight the funding of

terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal entity that

establishes a Relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee

with such information as it may reasonably request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

10.19. JUDGMENT CURRENCY.

The Company agrees, to the fullest extent that

it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to

convert the sum due in respect of the principal of, or interest or premium, if any, or other amount on, the Securities of any Series (the

“Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate

of exchange used shall be the rate at which, in accordance with normal banking procedures, the Trustee could purchase in The City of

New York the Required Currency with the Judgment Currency on the day on which final unappealable judgment is entered, unless such day

is not a Business Day, in which instance, the rate of exchange used shall be the rate at which, in accordance with normal banking procedures,

the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day preceding the

day on which final unappealable judgment is entered and (b) its obligations under this Indenture to make payments in the Required

Currency (i) shall not be discharged or satisfied by any tender or any recovery pursuant to any judgment (whether or not entered

in accordance with subsection (a)) in any currency other than the Required Currency, except to the extent that such tender or recovery

shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such

payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required

Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to

be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture.

-47-

IN WITNESS WHEREOF, the parties hereto have caused

this Indenture to be duly executed, and, if applicable, their respective corporate seals to be hereunto affixed and attested, all as

of the day and year first above written.

ZENAS BIOPHARMA, INC.

By:

/s/ Leon O. Moulder, Jr.

Name:

Leon O. Moulder, Jr.

Title:

Chief Executive Officer

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

By:

/s/ Steven J. Gomes

Name:

Steven J. Gomes

Title:

Vice President

-48-

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2610711d1_ex4-2.htm · Sequence: 5

Exhibit 4.2

Zenas

BioPharma, INC.

and

U.S.

Bank Trust Company, National Association

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of March 31, 2026

2.50% Convertible Senior Notes due 2032

CROSS REFERENCE TABLE*

Trust

Indenture

Act

Section

Indenture

Section

310(a)(1)

N/A

(a)(2)

N/A

(a)(3)

N/A

(a)(4)

N/A

(a)(5)

N/A

(b)

N/A

(c)

N/A

311(a)

N/A

(b)

N/A

(c)

N/A

312(a)

N/A

(b)

N/A

(c)

N/A

313(a)

N/A

(b)(1)

N/A

(b)(2)

N/A

(c)

N/A

(d)

N/A

314(a)

‎3.02(A)

(b)

N/A

(c)(1)

N/A

(c)(2)

N/A

(c)(3)

N/A

(d)

N/A

(e) ‎

N/A

(f)

N/A

315(a)

N/A

(b)

N/A

(c)

N/A

(d)

N/A

(e)

‎Section 7.13

316(a) (last

sentence)

‎2.11

(a)(1)(A)

‎Section 7.07

(a)(1)(B)

‎7.05

(a)(2)

N/A

(b)

‎Section 7.09

(c)

N/A

317(a)(1)

‎Section 7.10

(a)(2)

‎Section 7.11

(b)

‎2.06

318(a)

N/A

(b)

‎Section 10.15

(c)

N/A

N/A means not applicable.

* This Cross Reference Table is not part of the Indenture.

Table

of Contents

Page

Article 1. Definitions; Rules of Construction; Scope and Interpretation of Base Indenture

Section 1.01

Definitions

Section 1.02

Other Definitions

Section 1.03

Rules of Construction

Section 1.04

Scope of Supplemental Indenture

Article 2. The Notes

Section 2.01

Form, Dating and Denominations

Section 2.02

Initial Notes and Additional Notes

Section 2.03

Method of Payment

Section 2.04

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

Section 2.05

Registrar, Paying Agent and Conversion Agent

Section 2.06

Paying Agent and Conversion Agent to Hold Property in Trust

Section 2.07

Legends

Section 2.08

Certain Transfer Restrictions on Notes Subject to Conversion, Redemption or Repurchase

Section 2.09

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

Section 2.10

Registered Holders; Certain Rights with Respect to Global Notes

Section 2.11

Notes Held by the Company or its Affiliates

Section 2.12

Outstanding Notes

Section 2.13

CUSIP and ISIN Numbers

Section 2.14

Repurchases by the Company

Article 3. Covenants

Section 3.01

Payment on Notes

Section 3.02

Exchange Act Reports

Section 3.03

Default Certificates

Section 3.04

Stay, Extension and Usury Laws

Section 3.05

Existence

Article 4. Repurchase and Redemption

Section 4.01

No Sinking Fund

Section 4.02

Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change

Section 4.03

Right of the Company to Redeem the Notes

- i -

TABLE OF CONTENTS

(continued)

Page

Article 5. The Conversion of Notes

Section 5.01

Right to Convert

Section 5.02

Conversion Procedures

Section 5.03

Settlement Upon Conversion

Section 5.04

Reserve and Status of Common Stock Issued Upon Conversion

Section 5.05

Adjustments to the Conversion Rate

Section 5.06

Voluntary Adjustments

Section 5.07

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

Section 5.08

Exchange in Lieu of Conversion

Section 5.09

Effect of Common Stock Change Event

Article 6. Successors

Section 6.01

When the Company May Merge, Etc.

Section 6.02

Successor Entity Substituted

Section 6.03

Exclusion for Asset Transfers with Wholly Owned Subsidiaries

Article 7. Defaults and Remedies

Section 7.01

Events of Default

Section 7.02

Acceleration

Section 7.03

Sole Remedy for a Failure to Report

Section 7.04

Other Remedies

Section 7.05

Waiver of Past Defaults

Section 7.06

Cure of Defaults; Ability to Cure or Waive Before Event of Default Occurs

Section 7.07

Control by Majority

Section 7.08

Limitation on Suits

Section 7.09

Absolute Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and Conversion Consideration

Section 7.10

Collection Suit by Trustee

Section 7.11

Trustee May File Proofs of Claim

Section 7.12

Priorities

Section 7.13

Undertaking for Costs

- ii -

TABLE OF CONTENTS

(continued)

Page

Article 8. Amendments, Supplements and Waivers

Section 8.01

Without the Consent of Holders

Section 8.02

With the Consent of Holders

Section 8.03

Notice of Amendments, Supplements and Waivers

Section 8.04

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

Section 8.05

Notations and Exchanges

Section 8.06

Trustee to Execute Supplemental Indentures

Article 9. Satisfaction and Discharge

Section 9.01

Termination of Company’s Obligations

Section 9.02

Repayment to Company

Section 9.03

Reinstatement

Article 10. Miscellaneous

Section 10.01

Notices

Section 10.02

Rules by the Trustee, the Registrar, the Paying Agent and the Conversion Agent

Section 10.03

No Personal Liability of Directors, Officers, Employees and Stockholders

Section 10.04

Governing Law; Waiver of Jury Trial

Section 10.05

Submission to Jurisdiction

Section 10.06

No Adverse Interpretation of Other Agreements

Section 10.07

Successors

Section 10.08

Force Majeure

Section 10.09

U.S.A. PATRIOT Act

Section 10.10

Calculations

Section 10.11

Severability

Section 10.12

Counterparts

Section 10.13

Table of Contents, Headings, Etc.

Section 10.14

Withholding Taxes

Section 10.15

Trust Indenture Act Controls

- iii -

Table

of Contents

(continued)

Page

Exhibits

Exhibit A: Form of Note

A-1

Exhibit B-1: Form of Global Note Legend

B1-1

Exhibit B-2: Form of Non-Affiliate Legend

B2-1

- iv -

FIRST SUPPLEMENTAL INDENTURE,

dated as of March 31, 2026, between Zenas BioPharma, Inc., a Delaware corporation, as issuer (the “Company”),

and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), to the Base Indenture (as defined below).

WHEREAS, Sections

2.1, 2.2 and 8.1(5) of the Base Indenture authorize the Company to execute a supplemental indenture thereto to set forth the terms

and other provisions of any new Series of Securities;

WHEREAS, for its lawful

corporate purposes, the Company has duly authorized the establishment of a new Series of Securities to be titled the Company’s

“2.50% Convertible Senior Notes due 2032” (the “Notes”), and has duly authorized the issuance of Notes

initially in an aggregate principal amount not to exceed two hundred million dollars ($200,000,000) (as increased by an amount equal

to the aggregate principal amount of any additional Notes purchased by the Underwriters pursuant to the exercise of the Shoe Option),

subject to Section 2.02(B);

WHEREAS, to provide

the terms and conditions of the Notes, the Company has duly authorized the execution and delivery of this Supplemental Indenture; 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 the Indenture, the valid, binding and legal obligations of the Company, and the Indenture a valid

agreement according to its terms, have been done and performed, and the execution of this Supplemental Indenture and the issuance under

the Indenture of the Notes have in all respects been duly authorized.

NOW, THEREFORE, THIS SUPPLEMENTAL

INDENTURE WITNESSETH, that 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, the Company covenants

and agrees with the Trustee for the equal and proportionate benefit of the respective Holders from time to time (except as otherwise

provided in the Indenture) as follows:

Article 1.      Definitions;

Rules of Construction; Scope and Interpretation of Base Indenture

Section 1.01      Definitions.

Subject

to the last paragraph of ‎Section 1.03, capitalized

terms used in this Supplemental Indenture without definition have the respective meanings ascribed to them in the Base Indenture. The

terms defined in this Section 1.01 or referenced in Section 1.02 (except as otherwise expressly provided or unless the context

otherwise requires) will apply for all purposes of the Indenture (and any further supplement thereto) as it relates to the Notes and

will supersede any conflicting definitions in the Base Indenture.

“Affiliate”

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

“Authorized Denomination”

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

“Bankruptcy Law”

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

“Base Indenture”

means that certain Indenture, dated as of March 31, 2026, between the Company and Trustee.

- 1 -

“Bid

Solicitation Agent” means the Person who is required to obtain bids for the Trading Price in accordance with ‎‎Section 5.01(C)(i)(2) and

the definition of “Trading Price.” The initial Bid Solicitation Agent on the Issue Date will be the Company; provided,

however, that the Company may appoint any other Person (including any of the Company’s Subsidiaries) to be the Bid Solicitation

Agent at any time after the Issue Date without prior notice to the Holders.

“Board of Directors”

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

“Business Day”

means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized or required by law

or executive order to close or be closed.

“Capital Stock”

of any Person means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or other equivalents

of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into, or exchangeable for,

such equity.

“Close of Business”

means 5:00 p.m., New York City time.

“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 common stock, par value $0.0001 per share, of the Company, subject to ‎‎Section 5.09.

“Company”

means the Person named as such in the first paragraph of this Supplemental Indenture and, subject to ‎Article 6, its

successors and assigns.

“Company Order”

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

“Conversion”

means, with respect to any Note, the conversion of such note pursuant to ‎Article 5 into Conversion Consideration. The

terms “Convert,” “Converted,” “Convertible,” “Converting” and similar capitalized terms

have meanings correlative to the foregoing.

“Conversion

Date” means, with respect to a Note, the first Business Day on which the requirements set forth in ‎‎Section 5.02(A) to

Convert such Note are satisfied.

“Conversion Price”

means, as of any time, an amount equal to ‎(A) one thousand dollars ($1,000) divided by ‎(B) the Conversion

Rate in effect at such time.

“Conversion Rate”

initially means 37.7358 shares of Common Stock per $1,000 principal amount of Notes; provided, however, that the Conversion

Rate is subject to adjustment pursuant to ‎Article 5; provided, further, that whenever this Supplemental

Indenture refers to the Conversion Rate as of a particular date without setting forth a particular time on such date, such reference

will be deemed to be to the Conversion Rate immediately after the Close of Business on such date.

“Conversion Share”

means any share of Common Stock issued or issuable upon Conversion of any Note.

- 2 -

“Daily Cash Amount”

means, with respect to any VWAP Trading Day, the lesser of ‎(A) the applicable Daily Maximum Cash Amount; and ‎(B) the

Daily Conversion Value for such VWAP Trading Day.

“Daily Conversion

Value” means, with respect to any VWAP Trading Day, one-twenty-fifth (1/25th) of the product of ‎(A) the Conversion

Rate on such VWAP Trading Day; and ‎(B) the Daily VWAP per share of Common Stock on such VWAP Trading Day.

“Daily Maximum Cash

Amount” means, with respect to the Conversion of any Note, the quotient obtained by dividing ‎(A) the Specified Dollar

Amount applicable to such Conversion by ‎(B) twenty-five (25).

“Daily Share Amount”

means, with respect to any VWAP Trading Day, the quotient obtained by dividing ‎(A) the excess, if any, of the Daily Conversion

Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by ‎(B) the Daily VWAP for such VWAP Trading

Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not

exceed such Daily Maximum Cash Amount.

“Daily VWAP”

means, for any VWAP Trading Day, the per share volume-weighted average price of the Common Stock as displayed under the heading “Bloomberg

VWAP” on Bloomberg page “ZBIO <EQUITY> AQR” (or, if such page is not available, its equivalent successor

page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session

on such VWAP Trading Day (or, if such volume-weighted average price is unavailable, the market value of one share of Common Stock on

such VWAP Trading Day, determined, using a volume-weighted average price method, by a nationally recognized independent investment banking

firm selected by the Company, which may be any of the Underwriters). The Daily VWAP will be determined without regard to after-hours

trading or any other trading outside of the regular trading session.

“Default”

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

“Default

Settlement Method” means, initially, Physical Settlement; provided, however, that (x) subject to ‎Section 5.03(A)(iii),

the Company may, from time to time, change the Default Settlement Method, to any Settlement Method that the Company is then permitted

to elect, by sending notice of the new Default Settlement Method to the Holders, the Trustee and the Conversion Agent (if other than

the Trustee); (y) the Default Settlement Method will be subject to ‎‎Section 5.03(A)(ii);

and (z) no such change to the Default Settlement Method will affect any Settlement Method theretofore elected (or deemed to be elected)

with respect to any Note pursuant to the Indenture (including pursuant to ‎Section 5.03(A)).

“Depositary”

means The Depository Trust Company or its successor.

“Depositary Participant”

means any member of, or participant in, the Depositary.

“Depositary Procedures”

means, with respect to any Conversion, transfer, exchange or other transaction involving a Global Note or any beneficial interest therein,

the rules and procedures of the Depositary applicable to such Conversion, transfer, exchange or transaction.

“dollars”

and “$” means the currency of the United States of America.

- 3 -

“Effective Date,”

in relation to a stock split or stock combination of the Common Stock, means the first date on which the shares of Common Stock trade

on the relevant stock exchange, regular way, reflecting the relevant stock split or stock combination, as applicable.

“Ex-Dividend Date”

means, with respect to an issuance, dividend or distribution on the Common Stock, the first date on which shares of Common Stock trade

on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance, dividend or distribution

(including pursuant to due bills or similar arrangements required by the relevant stock exchange). For the avoidance of doubt, any alternative

trading convention on the applicable exchange or market in respect of the Common Stock under a separate ticker symbol or CUSIP number

will not be considered “regular way” for this purpose.

“Exchange Act”

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

“Exempted

Fundamental Change” means any Fundamental Change with respect to which, in accordance with ‎Section 4.02(I),

the Company does not offer to repurchase any Notes.

“Fundamental Change”

means any of the following events:

(A)            a

“person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than the

Company or its Wholly Owned Subsidiaries, or its or their respective employee benefit plans, files any report with the SEC indicating

that such person or group has become the direct or indirect “beneficial owner” (as defined below) of shares of the Common

Stock representing more than fifty percent (50%) of the voting power of all of the Common Stock;

(B)            the

consummation of (i) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially

all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person, other than solely to one or more of the Company’s

Wholly Owned Subsidiaries; or (ii) any transaction or series of related transactions in connection with which (whether by means

of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) all

of the Common Stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash

or other property; provided, however, that any merger, consolidation, share exchange or combination of the Company pursuant

to which the Persons that directly or indirectly “beneficially owned” (as defined below) all classes of the Company’s

Common Equity immediately before such transaction directly or indirectly “beneficially own,” immediately after such transaction,

more than fifty percent (50%) of all classes of Common Equity of the surviving, continuing or acquiring company or other transferee,

as applicable, or the parent thereof, in substantially the same proportions vis-à-vis each other as immediately before such transaction

will be deemed not to be a Fundamental Change pursuant to this clause (B);

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

(D)            the

Common Stock ceases to be listed on any of the New York Stock Exchange, The Nasdaq Capital Market, The Nasdaq Global Market or The Nasdaq

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

provided, however, that a transaction

or event described in clause (A) or ‎(B) above will not constitute a Fundamental Change if at least ninety

percent (90%) of the consideration received or to be received by the holders of Common Stock (excluding cash payments for fractional

shares or pursuant to dissenters rights), in connection with such transaction or event, consists of shares of common stock or other corporate

Common Equity interests listed (or depositary receipts representing shares of common stock or other corporate Common Equity interests,

which depositary receipts are listed) on any of the New York Stock Exchange, The Nasdaq Capital Market, The Nasdaq Global Market or The

Nasdaq Global Select Market (or any of their respective successors), or that will be so listed when issued or exchanged in connection

with such transaction or event, and such transaction or event constitutes a Common Stock Change Event whose Reference Property consists

of such consideration.

- 4 -

For the purposes of this

definition, (x) any transaction or event described in both clause (A) and in clause (B)(i) or (ii) above

(without regard to the proviso in clause (B)) will be deemed to occur solely pursuant to clause (B) above (subject

to such proviso); and (y) whether a Person is a “beneficial owner,” whether shares are “beneficially

owned,” and percentage beneficial ownership, will be determined in accordance with Rule 13d-3 under the Exchange Act.

For

the avoidance of doubt, references to the “Common Stock” and the Company’s “Common Equity” in this definition

will be subject to ‎Section 5.09(A)(1).

“Fundamental Change

Repurchase Date” means the date fixed for the repurchase of any Notes by the Company pursuant to a Repurchase Upon Fundamental

Change.

“Fundamental

Change Repurchase Notice” means a notice (including a notice substantially in the form of the “Fundamental Change Repurchase

Notice” set forth in Exhibit A) containing the information, or otherwise complying with the requirements, set forth

in ‎‎Section 4.02(F)(i) and ‎‎Section 4.02(F)(ii).

“Fundamental

Change Repurchase Price” means the cash price payable by the Company to repurchase any Note upon its Repurchase Upon Fundamental

Change, calculated pursuant to ‎‎Section 4.02(D).

“Global Note”

means a Note that is represented by a certificate substantially in the form set forth in Exhibit A, registered in the name

of the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee, and deposited with the Trustee, as custodian

for the Depositary.

“Global Note Legend”

means a legend substantially in the form set forth in Exhibit B-1.

“Holder”

means a person in whose name a Note is registered on the Registrar’s books.

“Indenture”

means the Base Indenture, as amended by this Supplemental Indenture, and as the same may be further amended or supplemented from time

to time with respect to the Notes.

“Interest Payment

Date” means, with respect to a Note, notwithstanding anything to the contrary in Section 1.1 of the Base Indenture, each

April 1 and October 1 of each year, commencing on October 1, 2026 (or such other date specified in the certificate representing

such Note). For the avoidance of doubt, the Maturity Date is an Interest Payment Date.

“Issue Date”

means March 31, 2026.

“Last Reported Sale

Price” of the Common Stock for any Trading Day means the closing sale price per share (or, if no closing sale price is reported,

the average of the last bid price and the last ask price per share or, if more than one in either case, the average of the average last

bid prices and the average last ask prices per share) of Common Stock on such Trading Day as reported in composite transactions for the

principal U.S. national or regional securities exchange on which the Common Stock is then listed. If the Common Stock is not listed on

a U.S. national or regional securities exchange on such Trading Day, then the Last Reported Sale Price will be the last quoted bid price

per share of Common Stock on such Trading Day in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization.

If the Common Stock is not so quoted on such Trading Day, then the Last Reported Sale Price will be the average of the mid-point of the

last bid price and the last ask price per share of Common Stock on such Trading Day from a nationally recognized independent investment

banking firm selected by the Company, which may be any of the Underwriters. The “Last Reported Sale Price” shall be

determined without regard to after-hours trading or any other trading outside of the regular trading session hours. Neither the Trustee

nor the Conversion Agent will have any duty to determine the Last Reported Sale Price.

- 5 -

“Make-Whole

Fundamental Change” means ‎(A) a Fundamental Change (determined after giving effect to the proviso immediately after

clause (D) of the definition thereof, but without regard to the proviso to clause (B)(ii) of such definition);

or ‎(B) the sending of a Redemption Notice pursuant to ‎‎Section 4.03(F);

provided, however, that the sending of a Redemption Notice will constitute a Make-Whole Fundamental Change only with respect

to the Notes called (or deemed, pursuant to ‎Section 4.03(I),

to be called) for Redemption pursuant to such Redemption Notice and not with respect to any other Notes.

“Make-Whole Fundamental

Change Conversion Period” has the following meaning:

(A)            in

the case of a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the period from, and including,

the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change to, and including, the thirty-fifth (35th) Trading

Day after such Make-Whole Fundamental Change Effective Date (or, if such Make-Whole Fundamental Change also constitutes a Fundamental

Change (other than an Exempted Fundamental Change), to, but excluding, the related Fundamental Change Repurchase Date); and

(B)            in

the case of a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the period from, and including,

the Redemption Notice Date for the related Redemption to, and including, the second (2nd) Scheduled Trading Day immediately before the

related Redemption Date;

provided,

however, that if the Conversion Date for the Conversion of a Note that has been called (or deemed, pursuant to ‎Section 4.03(I),

to be called) for Redemption occurs during the Make-Whole Fundamental Change Conversion Period for both a Make-Whole Fundamental Change

occurring pursuant to clause (A) of the definition of “Make-Whole Fundamental Change” and a Make-Whole Fundamental

Change resulting from such Redemption pursuant to clause (B) of such definition, then, notwithstanding anything to the contrary

in ‎‎Section 5.07, solely for purposes

of such Conversion, (x) such Conversion Date will be deemed to occur solely during the Make-Whole Fundamental Change Conversion

Period for the Make-Whole Fundamental Change with the earlier Make-Whole Fundamental Change Effective Date; and (y) the Make-Whole

Fundamental Change with the later Make-Whole Fundamental Change Effective Date will be deemed not to have occurred.

“Make-Whole Fundamental

Change Effective Date” means ‎(A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of

the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and ‎(B) with respect

to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

“Market Disruption

Event” means, with respect to any date, the occurrence or existence, during the one-half hour period ending at the scheduled

close of trading on such date on the principal U.S. national or regional securities exchange or other market on which the Common Stock

is listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of movements in price exceeding

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

to the Common Stock.

- 6 -

“Maturity Date”

means April 1, 2032.

“Non-Affiliate Legend”

means a legend substantially in the form set forth in Exhibit B-2.

“Note Agent”

means any Registrar, Paying Agent or Conversion Agent.

“Notes”

means the 2.50% Convertible Senior Notes due 2032 issued by the Company pursuant to the Indenture.

“Observation

Period” means, with respect to any Note to be Converted, ‎(A) subject to clause (B) below, if the Conversion

Date for such Note occurs before January 1, 2032, the twenty-five (25) consecutive VWAP Trading Days beginning on, and including,

the second (2nd) VWAP Trading Day immediately after such Conversion Date; ‎(B) if such Conversion Date occurs on or after the

date the Company has sent a Redemption Notice calling all or any Notes for Redemption pursuant to ‎Section 4.03(F) and

on or before the second (2nd) Scheduled Trading Day before the related Redemption Date, the twenty-five (25) consecutive VWAP Trading

Days beginning on, and including, the twenty-sixth (26th) Scheduled Trading Day immediately before such Redemption Date; and ‎(C) subject

to clause (B) above, if such Conversion Date occurs on or after January 1, 2032, the twenty-five (25) consecutive VWAP

Trading Days beginning on, and including, the twenty-sixth (26th) Scheduled Trading Day immediately before the Maturity Date.

“Open of Business”

means 9:00 a.m., New York City time.

“Person”

or “person” means any individual, corporation, partnership, limited liability company, joint venture, association,

joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. Any division

or series of a limited liability company, limited partnership or trust will constitute a separate “person” under the Indenture.

“Physical Note”

means a Note (other than a Global Note) that is represented by a certificate substantially in the form set forth in Exhibit A,

registered in the name of the Holder of such Note and duly executed by the Company and authenticated by the Trustee.

“Qualified Successor

Entity” means, with respect to a Business Combination Event, a corporation; provided, however, that (i) if

such Business Combination Event is an Exempted Fundamental Change, a limited liability company, limited partnership or other similar

entity will 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 will 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) either (x) such limited liability company or limited partnership is treated

as a corporation or is a direct or indirect, Wholly Owned Subsidiary of, and disregarded as an entity separate from, a corporation, in

each case for U.S. federal income tax purposes; or (y) 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 Internal Revenue

Code of 1986, as amended, for Holders or beneficial owners of the Notes; (2) such Business Combination Event constitutes a Common

Stock Change Event whose Reference Property consists solely of any combination of cash in dollars and shares of common stock or other

corporate Common Equity interests of an entity that is (x) treated as a corporation for U.S. federal income tax purposes; (y) duly

organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; and (z) a

direct or indirect parent of such limited liability company or limited partnership; 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 (ii)(2).

- 7 -

“Redemption”

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

“Redemption

Date” means the date fixed, pursuant to ‎Section 4.03(D),

for the settlement of the repurchase of any Notes by the Company pursuant to a Redemption.

“Redemption

Notice Date” means, with respect to a Redemption, the date on which the Company sends the Redemption Notice for such Redemption

pursuant to ‎Section 4.03(F).

“Redemption

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

“Regular Record

Date” has the following meaning with respect to an Interest Payment Date: ‎(A) if such Interest Payment Date occurs

on April 1, the immediately preceding March 15 (whether or not a Business Day); and ‎(B) if such Interest Payment

Date occurs on October 1, the immediately preceding September 15 (whether or not a Business Day).

“Repurchase

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

“Responsible Officer”

means, when used with respect to the Trustee, any officer within the corporate trust department 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 the Indenture is referred because of such person’s knowledge of and familiarity with the particular subject

and who, in each case, shall have direct responsibility for the administration of the Indenture.

“Rule 144”

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

“Scheduled Trading

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

Trading Day” means a Business Day.

“SEC”

means the U.S. Securities and Exchange Commission.

“Securities Act”

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

“Settlement Method”

means Cash Settlement, Physical Settlement or Combination Settlement.

“Shoe Option”

means the Underwriters’ option to purchase up to thirty million dollars ($30,000,000) aggregate principal amount of additional

Notes, solely to cover over-allotments, as provided for in the Underwriting Agreement.

- 8 -

“Significant Subsidiary”

means, with respect to any Person, any Subsidiary of such Person that constitutes a “significant subsidiary” (as defined

in Rule 1-02(w) of Regulation S-X under the Exchange Act) of such Person.

“Special

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

“Specified Dollar

Amount” means, with respect to the Conversion of a Note to which Combination Settlement applies, the maximum cash amount per

$1,000 principal amount of such Note deliverable upon such Conversion (excluding cash in lieu of any fractional share of Common Stock).

“Stock Price”

has the following meaning for any Make-Whole Fundamental Change: ‎(A) if the holders of Common Stock receive only cash in consideration

for their shares of Common Stock in such Make-Whole Fundamental Change and such Make-Whole Fundamental Change is pursuant to clause

(B) of the definition of “Fundamental Change,” then the Stock Price is the amount of cash paid per share of Common

Stock in such Make-Whole Fundamental Change; and ‎(B) in all other cases, the Stock Price is the average of the Last Reported

Sale Prices per share of Common Stock for the five (5) consecutive Trading Days ending on, and including, the Trading Day immediately

before the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change.

“Subsidiary”

means, with respect to any Person, ‎(A) any corporation, association or other business entity (other than a partnership or

limited liability company) of which more than fifty percent (50%) of the total voting power of the Capital Stock entitled (without regard

to the occurrence of any contingency, but after giving effect to any voting agreement or stockholders’ agreement that effectively

transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or

other business entity is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such

Person; and ‎(B) any partnership or limited liability company where (i) more than fifty percent (50%) of the capital

accounts, distribution rights, equity and voting interests, or of the general and limited partnership interests, as applicable, of such

partnership or limited liability company are owned or controlled, directly or indirectly, by such Person or one or more of the other

Subsidiaries of such Person, whether in the form of membership, general, special or limited partnership or limited liability company

interests or otherwise; and (ii) such Person or any one or more of the other Subsidiaries of such Person is a controlling general

partner of, or otherwise controls, such partnership or limited liability company.

“Supplemental Indenture”

means this First Supplemental Indenture, as amended or supplemented from time to time.

“Trading Day”

means any day on which ‎(A) trading in the Common Stock generally occurs on the principal 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 traded; and ‎(B) there is no Market Disruption Event.

If the Common Stock is not so listed or traded, then “Trading Day” means a Business Day.

“Trading Price”

of the Notes on any Trading Day means the average of the secondary market bid quotations, expressed as a cash amount per $1,000 principal

amount of Notes, obtained by the Bid Solicitation Agent for one million dollars ($1,000,000) (or such lesser amount as may then be outstanding)

in principal amount of Notes at approximately 3:30 p.m., New York City time, on such Trading Day from three (3) nationally recognized

independent securities dealers selected by the Company, which may include any of the Underwriters; provided, however, that,

if three (3) such bids cannot reasonably be obtained by the Bid Solicitation Agent but two (2) such bids are obtained, then

the average of the two (2) bids will be used, and if only one (1) such bid can reasonably be obtained by the Bid Solicitation

Agent, then that one (1) bid will be used. If, on any Trading Day, (A) the Bid Solicitation Agent cannot reasonably obtain

at least one (1) bid for one million dollars ($1,000,000) (or such lesser amount as may then be outstanding) in principal amount

of Notes from a nationally recognized independent securities dealer; (B) the Company is not acting as the Bid Solicitation Agent

and the Company fails to instruct the Bid Solicitation Agent to obtain bids when required; or (C) the Bid Solicitation Agent fails

to solicit bids when required, then, in each case, the Trading Price per $1,000 principal amount of Notes on such Trading Day will be

deemed to be less than ninety eight percent (98%) of the product of the Last Reported Sale Price per share of Common Stock on such Trading

Day and the Conversion Rate on such Trading Day.

- 9 -

“Trust Indenture

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

“Trustee”

means the Person named as such in the first paragraph of this Supplemental Indenture until a successor replaces it in accordance with

the provisions of the Indenture and, thereafter, means such successor.

“Underwriters”

has the meaning set forth in the Underwriting Agreement.

“Underwriting Agreement”

means that certain Underwriting Agreement, dated March 26, 2026, among the Company and Jefferies LLC, Evercore Group L.L.C., Citigroup

Global Markets Inc. and Guggenheim Securities, LLC, as the representatives of the several Underwriters.

“VWAP Market Disruption

Event” means, with respect to any date, ‎(A) the failure by the principal 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,

the principal other market on which the Common Stock is then traded, to open for trading during its regular trading session on such date;

or ‎(B) the occurrence or existence, for more than one half hour period in the aggregate, of any suspension or limitation imposed

on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or

in any options contracts or futures contracts relating to the Common Stock, and such suspension or limitation occurs or exists at any

time before 1:00 p.m., New York City time, on such date.

“VWAP Trading Day”

means a day on which ‎(A) there is no VWAP Market Disruption Event; and ‎(B) trading in the Common Stock generally

occurs on the principal 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

traded. If the Common Stock is not so listed or traded, then “VWAP Trading Day” means a Business Day.

“Wholly Owned Subsidiary”

of a Person means any Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than

directors’ qualifying shares) are owned by such Person or one or more Wholly Owned Subsidiaries of such Person.

- 10 -

Section 1.02      Other

Definitions.

Term

Defined

Section

“Additional

Shares”

‎‎Section 5.07(A)

“Business

Combination Event”

‎‎Section 6.01(A)

“Cash

Settlement”

‎‎Section 5.03(A)

“Combination

Settlement”

‎‎Section 5.03(A)

“Common

Stock Change Event”

‎‎Section 5.09(A)

“Conversion

Agent”

‎‎Section 2.05(A)

“Conversion

Consideration”

‎‎Section 5.03(B)

“Default

Interest”

‎‎Section 2.04(B)

“Defaulted

Amount”

‎‎Section 2.04(B)

“Event

of Default”

‎‎Section 7.01(A)

“Expiration

Date”

‎‎Section 5.05(A)(v)

“Expiration

Time”

‎‎Section 5.05(A)(v)

“Fundamental

Change Notice”

‎‎Section 4.02(E)

“Fundamental

Change Repurchase Right”

‎‎Section 4.02(A)

“Initial

Notes”

‎‎Section 2.02(A)

“Measurement

Period”

‎‎Section 5.01(C)(i)(2)

“Paying

Agent”

‎‎Section 2.05(A)

“Partial

Redemption Limitation”

‎Section 4.03(B)

“Physical

Settlement”

‎‎Section 5.03(A)

“Redemption

Notice”

‎‎Section 4.03(F)

“Reference

Property”

‎‎Section 5.09(A)

“Reference

Property Unit”

‎‎Section 5.09(A)

“Register”

‎‎Section 2.05(B)

“Registrar”

‎‎Section 2.05(A)

“Reporting

Event of Default”

‎‎Section 7.03(A)

“Specified

Courts”

‎‎Section 10.05

“Spin-Off”

‎‎Section 5.05(A)(iii)(2)

“Spin-Off

Valuation Period”

‎‎Section 5.05(A)(iii)(2)

“Stated

Interest”

‎Section 2.04(A)

“Successor

Entity”

‎‎Section 6.01(A)

“Successor

Person”

‎‎Section 5.09(A)

“Tender/Exchange

Offer Valuation Period”

‎‎Section 5.05(A)(v)

“Trading

Price Condition”

‎‎Section 5.01(C)(i)(2)

Section 1.03      Rules of

Construction.

For purposes of the Indenture:

(A)            “or”

is not exclusive;

(B)            “including”

means “including without limitation”;

expresses a command;

(D)            the

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

(E)            a

merger involving, or a transfer of assets by, a limited liability company, limited partnership or trust will be deemed to include any

division of or by, or an allocation of assets to a series of, such limited liability company, limited partnership or trust, or any unwinding

of any such division or allocation;

(F)            words

in the singular include the plural and in the plural include the singular, unless the context requires otherwise;

- 11 -

(G)            “herein,”

“hereof” and other words of similar import refer to this Supplemental Indenture as a whole and not to any particular Article,

Section or other subdivision of this Supplemental Indenture, unless the context requires otherwise;

(H)            each

Article, Section, clause or paragraph reference in this Supplemental Indenture that is in bolded typeface refers to the referenced Article,

Section, clause or paragraph, as applicable, of this Supplemental Indenture;

(I)            references

to currency mean the lawful currency of the United States of America, unless the context requires otherwise;

(J)            the

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

(K)            to

the extent any provision of this Supplemental Indenture limits, qualifies or conflicts with a provision of the Base Indenture, such provision

of this Supplemental Indenture will control; and

(L)            the

term “interest,” when used with respect to a Note, includes any Default Interest or Special Interest, unless the context

requires otherwise.

For purposes of the Indenture, the following

terms of the Trust Indenture Act have the following meanings:

(i)            “Commission”

means the SEC;

(ii)            “indenture

securities” means the Notes;

(iii)            “indenture

security holder” means a Holder;

(iv)            “indenture

to be qualified” means the Indenture;

(v)            “indenture

trustee” or “institutional trustee” means the Trustee; and

(vi)            “obligor”

on the indenture securities means the Company.

All other terms used in the

Indenture that are defined by the Trust Indenture Act (including by reference to another statute) or the related rules of the SEC,

and not defined in the Indenture, have the respective meanings so defined by the Trust Indenture Act or such rules.

Section 1.04      Scope

of Supplemental Indenture.

This Supplemental Indenture

supplements the provisions of the Base Indenture, to which provisions reference is hereby made. The changes, modifications and supplements

to the Base Indenture effected by this Supplemental Indenture will be applicable only with respect to, and will only govern the terms

of, the Notes, which may be issued from time to time, and will not apply to any other Securities that may be issued under the Base Indenture

unless a supplemental indenture with respect to such other securities specifically incorporates such changes, modifications and supplements.

For all purposes under the Base Indenture, the Notes will constitute a single Series of Notes, and with regard to any matter requiring

the consent under the Base Indenture of Holders of multiple Series of Notes voting together as a single class, the consent of Holders

of the Notes voting as a separate class will also be required and the same threshold will apply. The provisions of this Supplemental

Indenture will supersede any conflicting provisions in the Base Indenture.

- 12 -

Article 2.      The

Notes

Section 2.01      Form,

Dating And Denominations.

The

Notes and the Trustee’s certificate of authentication will be substantially in the form set forth in Exhibit A. The

Notes will bear the legends required by ‎‎Section 2.07

and may bear notations, legends or endorsements required by law, stock exchange rule or usage or the Depositary. Each Note will

be dated as of the date of its authentication.

Except to the extent otherwise

provided in a Company Order delivered to the Trustee in connection with the issuance and authentication thereof, the Notes will be issued

initially in the form of one or more Global Notes. Global Notes may be exchanged for Physical Notes only as provided in Section 2.15

of the Base Indenture; provided, however, that the Company, in its sole discretion, may permit the exchange of any beneficial

interest in a Global Note for one or more Physical Notes at the request of the owner of such beneficial interest.

The Notes will be issuable

only in registered form without interest coupons and only in Authorized Denominations.

Each certificate representing

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

The terms contained in the

Notes constitute part of the Indenture, and, to the extent applicable, the Company and the Trustee, by their execution and delivery of

this Supplemental Indenture, agree to such terms and to be bound thereby; provided, however, that, to the extent that any

provision of any Note conflicts with the provisions of the Indenture, the provisions of the Indenture will control for purposes of the

Indenture and such Note.

Section 2.02      Initial

Notes and Additional Notes.

(A)            Initial

Notes. On the Issue Date, there will be originally issued two hundred million dollars ($200,000,000) aggregate principal amount of

Notes, subject to the provisions of the Indenture (including Section 2.3 of the Base Indenture). If the Underwriters exercise the

Shoe Option, then there will be originally issued up to an additional thirty million dollars ($30,000,000) aggregate principal amount

of Notes, subject to the provisions of the Indenture (including Section 2.3 of the Base Indenture). Notes issued pursuant to the

Underwriting Agreement, and any Notes issued in exchange therefor or in substitution thereof, are referred to in the Indenture as the

“Initial Notes.”

- 13 -

(B)            Additional

Notes. Without the consent of any Holder, the Company may, subject to the provisions of the Indenture (including ‎Section 2.3

of the Base Indenture), originally issue additional Notes with the same terms as the Initial Notes (except, to the extent applicable,

with respect to the date on which interest begins to accrue on such additional Notes and the first Interest Payment Date of such additional

Notes), which additional Notes will, subject to the foregoing, be considered to be part of the same Series of, and rank equally

and ratably with all other, Notes issued under this Supplemental Indenture; provided, however, that if any such additional

Notes (and any Notes that are resold after such Notes have been purchased or otherwise acquired by the Company or its Subsidiaries) are

not fungible with other Notes issued under this Supplemental Indenture for U.S. federal income tax purposes, for U.S. federal securities

law purposes or for purposes of the Depositary Procedures, then such additional or resold Notes will be identified by one or more separate

CUSIP numbers or by no CUSIP number. In authenticating additional Notes, the Trustee will receive:

(i)            a

copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established,

and if the terms and form of such Notes are established by an Officer’s Certificate pursuant to general authorization of the Board

of Directors, such Officer’s Certificate;

(ii)            an

executed supplemental indenture, if any; and

(iii)            an

Opinion of Counsel which will state:

(1)            that

the form and terms of such Notes have been established in conformity with the provisions of the Indenture; and

(2)            that

such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified

in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their

terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement

of creditors’ rights and to general equity principles.

Section 2.03      Method

Of Payment.

(A)            Global

Notes. The Company will pay, or cause the Paying Agent to pay, the principal (whether due upon maturity on the Maturity Date, Redemption

on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, interest on, and any cash Conversion Consideration

for, any Global Note to the Depositary by wire transfer of immediately available funds no later than the time the same is due as provided

in the Indenture.

(B)            Physical

Notes. The Company will pay, or cause the Paying Agent to pay, the principal (whether due upon maturity on the Maturity Date, Redemption

on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, interest on, and any cash Conversion Consideration

for, any Physical Note no later than the time the same is due as provided in the Indenture as follows: (i) if the principal amount

of such Physical Note is at least two million dollars ($2,000,000) (or such lower amount as the Company may choose in its sole and absolute

discretion) and the Holder of such Physical Note entitled to such payment has delivered to the Paying Agent or the Trustee, no later

than the time set forth in the immediately following sentence, a written request that the Company make such payment by wire transfer

to an account of such Holder within the United States specified in such request, by wire transfer of immediately available funds to such

account; and (ii) in all other cases, by check mailed to the address of the Holder of such Physical Note entitled to such payment

as set forth in the Register. To be timely, such written request must be so delivered no later than the Close of Business on the following

date: (x) with respect to the payment of any interest due on an Interest Payment Date, the immediately preceding Regular Record

Date; (y) with respect to any cash Conversion Consideration, the relevant Conversion Date; and (z) with respect to any other

payment, the date that is fifteen (15) calendar days immediately before the date such payment is due.

- 14 -

Section 2.04      Accrual

Of Interest; Defaulted Amounts; When Payment Date Is Not A Business Day.

This Section 2.04

will apply to the Notes in lieu of Section 2.13 of the Base Indenture, which will be deemed to be replaced with this Section 2.04,

mutatis mutandis.

(A)            Accrual

of Interest. Each Note will accrue interest at a rate per annum equal to 2.50% (the “Stated Interest”), plus any

Special Interest that may accrue pursuant to ‎Section 7.03. Stated Interest on each Note will (i) accrue from, and

including, the most recent date to which Stated Interest has been paid or duly provided for (or, if no Stated Interest has theretofore

been paid or duly provided for, the date set forth in the certificate representing such Note as the date from, and including, which Stated

Interest will begin to accrue in such circumstance) to, but excluding, the date of payment of such Stated Interest; and (ii) be,

subject to ‎Section 4.02(D), ‎Section 4.03(E) and ‎Section 5.02(D) (but without

duplication of any payment of interest), payable semi-annually in arrears on each Interest Payment Date, beginning on the first Interest

Payment Date set forth in the certificate representing such Note, to the Holder of such Note as of the Close of Business on the immediately

preceding Regular Record Date. Stated Interest, and, if applicable, Special Interest, on the Notes will be computed on the basis of a

360-day year comprised of twelve 30-day months.

(B)            Defaulted

Amounts. If the Company fails to pay any amount (a “Defaulted Amount”) payable on a Note on or before the due

date therefor as provided in the Indenture, then, regardless of whether such failure constitutes an Event of Default, (i) such Defaulted

Amount will forthwith cease to be payable to the Holder of such Note otherwise entitled to such payment; (ii) to the extent lawful,

interest (“Default Interest”) will accrue on such Defaulted Amount at a rate per annum equal to the rate per annum

at which Stated Interest accrues, from, and including, such due date to, but excluding, the date of payment of such Defaulted Amount

and Default Interest; and (iii) such Defaulted Amount and Default Interest will be paid, at the Company’s election, as provided

in clause (i) or (ii) below.

(i)            Payment

of Default Amounts on a Special Payment Date. The Company will have the right to pay such Defaulted Amount and Default Interest on

a payment date selected by the Company to the Holder of such Note as of the Close of Business on a special record date selected by the

Company, provided that (1) such special record date is no more than fifteen (15), nor less than ten (10), calendar days before

such payment date; and (2) at least fifteen (15) calendar days before such special record date, the Company sends notice to the

Trustee and the Holders that states such special record date, such payment date and the amount of such Defaulted Amount and Default Interest

to be paid on such payment date.

(ii)            Payment

of Default Amount in Any Other Lawful Manner. If not paid in accordance with ‎Section 2.04(B)(i), such Defaulted

Amount and Default Interest will be paid by the Company 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 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 ‎Section 2.04(B)(ii), such manner of payment will be deemed practicable by the Trustee.

of Payment When Payment Date Is Not a Business Day. If the due date for a payment on a Note as provided in the Indenture is not a

Business Day, then, notwithstanding anything to the contrary in the Indenture or the Notes, such payment may be made on the immediately

following Business Day with the same force and effect as if such payment were made on such due date (and, for the avoidance of doubt,

no interest will accrue on such payment as a result of the related delay). Solely for purposes of the immediately preceding sentence,

a day on which the applicable place of payment is authorized or required by law or executive order to close or be closed will be deemed

not to be a “Business Day.”

(D)            Special

Provision for Global Notes. If the first date on which any Special Interest begins to accrue on a Global Note is on or after the

fifth (5th) Business Day before a Regular Record Date and before the next Interest Payment Date, then, notwithstanding anything to the

contrary in the Indenture or the Notes, the amount thereof accruing in respect of the period from, and including, such first date to,

but excluding, such Interest Payment Date will not be payable on such Interest Payment Date but will instead be deemed to accrue (without

duplication) entirely on such Interest Payment Date and be payable on the immediately succeeding Interest Payment Date (and, for the

avoidance of doubt, no interest will accrue as a result of the related delay).

- 15 -

Section 2.05       Registrar,

Paying Agent and Conversion Agent.

This Section 2.05

will apply to the Notes in lieu of Section 2.4 of the Base Indenture, which will be deemed to be replaced with this Section 2.05,

mutatis mutandis.

(A)            Generally.

The Company will maintain (i) an office or agency in the continental United States where Notes may be presented for registration

of transfer or for exchange (the “Registrar”); (ii) an office or agency in the continental United States where

Notes may be presented for payment (the “Paying Agent”); and (iii) an office or agency in the continental United

States where Notes may be presented for Conversion (the “Conversion Agent”). If the Company fails to maintain a Registrar,

Paying Agent or Conversion Agent, then the Trustee will act as such and will receive compensation therefor in accordance with the Indenture

and any other agreement between the Trustee and the Company. For the avoidance of doubt, the Company or any of its Subsidiaries may act

as Registrar, Paying Agent or Conversion Agent, without prior notice to Holders. Notwithstanding anything to the contrary in this ‎Section 2.05(A),

each of the Registrar, Paying Agent and Conversion Agent with respect to any Global Note must at all times be a Person that is eligible

to act in that capacity under the Depositary Procedures.

(B)            Duties

of the Registrar. The Registrar will keep a record (the “Register”) of the names and addresses of the Holders,

the Notes held by each Holder and the transfer, exchange, repurchase, Redemption and Conversion of Notes. Absent manifest error, the

entries in the Register will be conclusive and the Company and the Trustee may treat each Person whose name is recorded as a Holder in

the Register as a Holder for all purposes. The Register will be in written form or in any form capable of being converted into written

form reasonably promptly.

Company’s Right to Appoint Successor Registrars, Paying Agents and Conversion Agents. The Company may appoint one or more co-Registrars,

co-Paying Agents and co-Conversion Agents, each of whom will be deemed to be a Registrar, Paying Agent or Conversion Agent, as applicable,

under the Indenture. Subject to Section 2.05(A), the Company may change any Registrar, Paying Agent or Conversion Agent (including

appointing itself or any of its Subsidiaries to act in such capacity) without notice to any Holder. The Company will notify the Trustee

(and, upon request, any Holder) of the name and address of each Note Agent, if any, not a party to the Indenture and will enter into

an appropriate agency agreement with each such Note Agent, which agreement will implement the provisions of the Indenture that relate

to such Note Agent.

(D)            Initial

Appointments. The Company appoints the Trustee as the initial Paying Agent, the initial Registrar and the initial Conversion Agent

and designates the office of the Trustee at U.S. Bank Trust Company, National Association, One Federal Street, Boston, MA 02110, Attention:

S. Gomes (Zenas BioPharma, Inc. Administrator) as the office for the same (or such other address as the Trustee or applicable Note

Agent may designate from time to time by notice to the Holders and the Company).

- 16 -

Section 2.06      Paying

Agent and Conversion Agent to Hold Property in Trust.

This Section 2.06

will apply to the Notes in lieu of Section 2.5 of the Base Indenture, which will be deemed to be replaced with this Section 2.06,

mutatis mutandis.

The

Company will require each Paying Agent or Conversion Agent that is not the Trustee to agree in writing that such Note Agent will (A) hold

in trust for the benefit of Holders or the Trustee all money and other property held by such Note Agent for payment or delivery due on

the Notes; and (B) notify the Trustee of any default by the Company in making any such payment or delivery. The Company, at any

time, may, and the Trustee, while any Default continues, may, require a Paying Agent or Conversion Agent to pay or deliver, as applicable,

all money and other property held by it to the Trustee, after which payment or delivery, as applicable, such Note Agent (if not the Company

or any of its Subsidiaries) will have no further liability for such money or property. If the Company or any of its Subsidiaries acts

as Paying Agent or Conversion Agent, then (A) it will segregate and hold in a separate trust fund for the benefit of the Holders

or the Trustee all money and other property held by it as Paying Agent or Conversion Agent; and (B) references in the Indenture

or the Notes to the Paying Agent or Conversion Agent holding cash or other property, or to the delivery of cash or other property to

the Paying Agent or Conversion Agent, in each case for payment or delivery to any Holders or the Trustee or with respect to the Notes,

will be deemed to refer to cash or other property so segregated and held separately, or to the segregation and separate holding of such

cash or other property, respectively. Upon the occurrence of any event pursuant to clause (viii) or (ix) of ‎Section 7.01(A) with

respect to the Company (or with respect to any Subsidiary of the Company acting as Paying Agent or Conversion Agent), the Trustee will

serve as the Paying Agent or Conversion Agent, as applicable, for the Notes.

Section 2.07      Legends.

(A)            Global

Note Legend. Notwithstanding any provisions to the contrary contained in Section 2.15 of the Base Indenture, each Global Note

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

Note).

(B)            Non-Affiliate

Legend. Each Note will bear the Non-Affiliate Legend.

Legends. A Note may bear any other legend or text, not inconsistent with the Indenture, as may be required by applicable law or by

any securities exchange or automated quotation system on which such Note is traded or quoted.

(D)            Acknowledgment

and Agreement by the Holders. A Holder’s acceptance of any Note bearing any legend required by this ‎Section 2.07

will constitute such Holder’s acknowledgment of, and agreement to comply with, the restrictions set forth in such legend.

Section 2.08      Certain

Transfer Restrictions on Notes Subject to Conversion, Redemption or Repurchase.

Notwithstanding anything

to the contrary in the Indenture or the Notes, the Company, the Trustee and the Registrar will not be required to register the transfer

of or exchange any Note that (i) has been surrendered for Conversion, except to the extent that any portion of such Note is not

subject to Conversion; (ii) has been selected for Redemption pursuant to a Redemption Notice, except to the extent that any portion

of such Note is not subject to Redemption or the Company fails to pay the applicable Redemption Price when due; or (ii) is subject

to a Fundamental Change Repurchase Notice validly delivered, and not withdrawn, pursuant to ‎Section 4.02(F), except

to the extent that any portion of such Note is not subject to such notice or the Company fails to pay the applicable Fundamental Change

Repurchase Price when due.

- 17 -

Section 2.09      Exchange

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

(A)            Partial

Conversions of Physical Notes and Partial Redemptions or Repurchases of Physical Notes. If only a portion of a Physical Note of a

Holder is to be Converted pursuant to ‎Article 5, redeemed pursuant to a Redemption or repurchased pursuant to a Repurchase

Upon Fundamental Change or, then, as soon as reasonably practicable after such Physical Note is surrendered for such Conversion, redemption

or repurchase, as applicable, the Company will cause such Physical Note to be exchanged, pursuant and subject to Section 2.7 of

the Base Indenture, for (i) one or more Physical Notes that are in Authorized Denominations and have an aggregate principal amount

equal to the principal amount of such Physical Note that is not to be so Converted, redeemed or repurchased, as applicable, and deliver

such Physical Note(s) to such Holder; and (ii) a Physical Note having a principal amount equal to the principal amount to be

so Converted, redeemed or repurchased, as applicable, which Physical Note will be Converted, redeemed or repurchased, as applicable,

pursuant to the terms of the Indenture; provided, however, that the Physical Note referred to in this clause (ii) need not

be issued at any time after which such principal amount subject to such Conversion or repurchase, as applicable, is deemed to cease to

be outstanding pursuant to ‎Section 2.12.

(B)            Cancellation

of Notes that Are Converted, Redeemed Pursuant to a Redemption and Notes that Are Repurchased Pursuant to a Repurchase Upon Fundamental

Change.

(i)            Physical

Notes. If a Physical Note (or any portion thereof that has not theretofore been exchanged pursuant to ‎Section 2.09(A))

of a Holder is to be Converted pursuant to ‎Article 5, redeemed pursuant to a Redemption or repurchased pursuant to a

Repurchase Upon Fundamental Change, then, promptly after the later of the time such Physical Note (or such portion) is deemed to cease

to be outstanding pursuant to ‎Section 2.12 and the time such Physical Note is surrendered for such Conversion, redemption

or repurchase, as applicable, (1) such Physical Note will be cancelled pursuant to Section 2.12 of the Base Indenture; and

(2) in the case of a partial Conversion, redemption or repurchase, as applicable, the Company will issue, execute and deliver to

such Holder, and the Trustee will authenticate, in each case in accordance with Section 2.3 of the Base Indenture, one or more Physical

Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such Physical

Note that is not to be so Converted, redeemed or repurchased, as applicable; (y) are registered in the name of such Holder; and

(z) bear each legend, if any, required by ‎Section 2.07.

(ii)            Global

Notes. If a Global Note (or any portion thereof) is to be Converted pursuant to ‎Article 5, redeemed pursuant to

a Redemption or repurchased pursuant to a Repurchase Upon Fundamental Change, then, promptly after the time such Note (or such portion)

is deemed to cease to be outstanding pursuant to ‎Section 2.12, the Trustee will reflect a decrease of the principal

amount of such Global Note in an amount equal to the principal amount of such Global Note to be so Converted, redeemed or repurchased,

as applicable, by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note

(and, if the principal amount of such Global Note is zero following such notation, cancel such Global Note pursuant to Section 2.12

of the Base Indenture).

- 18 -

Section 2.10      Registered

Holders; Certain Rights with Respect to Global Notes.

This Section 2.10

will apply to the Notes in lieu of Section 2.16 of the Base Indenture, which will be deemed to be replaced with this Section 2.10,

mutatis mutandis.

Except to the extent rights

hereunder are expressly granted to owners of beneficial interests of Notes, only the Holder of a Note will have rights under the Indenture

as the owner of such Note. Without limiting the generality of the foregoing, Depositary Participants will have no rights as such under

the Indenture with respect to any Global Note held on their behalf by the Depositary or its nominee, or by the Trustee as its custodian,

and the Company, the Trustee and the Note Agents, and their respective agents, may treat the Depositary as the absolute owner of such

Global Note for all purposes whatsoever; provided, however, that ‎(A) the Holder of any Global Note may grant

proxies and otherwise authorize any Person, including Depositary Participants and Persons that hold interests in Notes through Depositary

Participants, to take any action that such Holder is entitled to take with respect to such Global Note under the Indenture or the Notes;

and ‎(B) the Company and the Trustee, and their respective agents, may give effect to any written certification, proxy or other

authorization furnished by the Depositary.

Section 2.11      Notes

Held by the Company or its Affiliates.

Without

limiting the generality of ‎Section 2.12, in

determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent,

Notes owned by the Company or any of its Affiliates will be deemed not to be outstanding; provided, however, that, for

purposes of determining whether the Trustee is protected in relying on any such direction, waiver or consent, only Notes that a Responsible

Officer of the Trustee actually knows are so owned will be so disregarded.

Section 2.12      Outstanding

Notes.

This

‎Section 2.12 will apply to the Notes in lieu

of Section 2.9 of the Base Indenture, which will be deemed to be replaced with this ‎Section 2.12,

mutatis mutandis.

(A)            Generally.

The Notes that are outstanding at any time will be deemed to be those Notes that, at such time, have been duly executed and authenticated,

excluding those Notes (or portions thereof) that have theretofore been (i) cancelled by the Trustee or delivered to the Trustee

for cancellation in accordance with Section 2.12 of the Base Indenture; (ii) assigned a principal amount of zero by notation

on the “Schedule of Exchanges of Interests in the Global Note” forming part of any a Global Note representing such Note;

(iii) paid in full (including upon Conversion) in accordance with the Indenture; or (iv) deemed to cease to be outstanding

to the extent provided in, and subject to, clause (B), (C) or (D) of this ‎Section 2.12.

(B)            Replaced

Notes. If a Note is replaced pursuant to Section 2.8 of the Base Indenture, then such Note will cease to be outstanding at the

time of its replacement, unless the Trustee and the Company receive proof reasonably satisfactory to them that such Note is held by a

“bona fide purchaser” under applicable law.

Notes and Notes Called for Redemption or Subject to Repurchase. If, on a Redemption Date, a Fundamental Change Repurchase Date or

the Maturity Date, the Paying Agent holds money sufficient to pay the aggregate Redemption Price, Fundamental Change Repurchase Price

or principal amount, respectively, together, in each case, with the aggregate interest (if any), in each case due on such date, then

(unless there occurs a Default in the payment of any such amount) (i) the Notes (or portions thereof) to be redeemed or repurchased,

or that mature, on such date will be deemed, as of such date, to cease to be outstanding, except to the extent provided in ‎Section 4.02(D),

‎4.03(E) or ‎5.02(D); and (ii) the rights of the Holders of such Notes (or such portions thereof), as

such, will terminate with respect to such Notes (or such portions thereof), other than the right to receive the Redemption Price, Fundamental

Change Repurchase Price or principal amount, as applicable, of, and accrued and unpaid interest on, such Notes (or such portions thereof),

in each case as provided in the Indenture.

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(D)            Notes

to Be Converted. At the Close of Business on the Conversion Date for any Note (or any portion thereof) to be Converted, such Note

(or such portion) will (unless there occurs a Default in the delivery of the Conversion Consideration or interest due, pursuant to ‎Section 5.03(B) or

‎Section 5.02(D), upon such Conversion) be deemed to cease to be outstanding, except to the extent provided in ‎Section 5.02(D) or

‎Section 5.08.

(E)            Cessation

of Accrual of Interest. Except as provided in ‎Section 4.02(D), ‎4.03(E) or ‎5.02(D),

interest will cease to accrue on each Note from, and including, the date that such Note is deemed, pursuant to this ‎Section 2.12,

to cease to be outstanding, unless there occurs a default in the payment or delivery of any cash or other property due on such Note.

Section 2.13      CUSIP

and ISIN Numbers.

This Section 2.13

will apply to the Notes in lieu of Section 2.14 of the Base Indenture, which will be deemed to be replaced with this Section 2.13,

mutatis mutandis.

The Company may use one or

more CUSIP or ISIN numbers to identify any of the Notes, and, if so, the Company and the Trustee will use such CUSIP or ISIN number(s) in

notices to Holders; provided, however, that (i) the Trustee makes no representation as to the correctness or accuracy

of any such CUSIP or ISIN number; and (ii) the effectiveness of any such notice will not be affected by any defect in, or omission

of, any such CUSIP or ISIN number. The Company will promptly notify the Trustee of any change in the CUSIP or ISIN number(s) identifying

any Notes.

Section 2.14      Repurchases

by the Company.

The

Company may, from time to time, repurchase Notes in open market purchases or in negotiated transactions without delivering prior notice

to Holders. Notes that the Company or any of its Subsidiaries have purchased or otherwise acquired will be deemed to remain outstanding

(except to the extent provided in ‎‎Section 2.11)

until such time as such Notes are delivered to the Trustee for cancellation.

Article 3.      Covenants

Subject

to ‎Section 1.03(K) and except as provided

in this ‎Article 3, the provisions of Article 4

of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, will apply to the Notes.

Section 3.01      Payment

on Notes.

This Section 3.01

will apply to the Notes in lieu of Section 4.1 of the Base Indenture, which will be deemed to be replaced with this Section 3.01,

mutatis mutandis.

(A)            Generally.

The Company will pay or cause to be paid all the principal of, the Fundamental Change Repurchase Price and Redemption Price for, interest,

if any, on, and other amounts due with respect to, the Notes on the dates and in the manner set forth in the Indenture.

(B)            Deposit

of Funds. Before 11:00 A.M., New York City time, on each Redemption Date, each Fundamental Change Repurchase Date, each Interest

Payment Date, the Maturity Date and each other date on which any cash amount is due on the Notes, the Company will deposit, or will cause

there to be deposited, with the Paying Agent cash, in funds immediately available on such date, sufficient to pay the cash amount due

on the applicable Notes on such date. The Paying Agent will return to the Company, as soon as practicable, any money not required for

such purpose.

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Section 3.02      Exchange

Act Reports.

This

‎Section 3.02 will apply to the Notes in lieu

of Section 4.2 of the Base Indenture, which will be deemed to be replaced with this ‎Section 3.02,

mutatis mutandis.

(A)            Generally.

The Company will send to the Trustee copies of all reports that the Company is required to file with the SEC pursuant to Section 13(a) or

15(d) of the Exchange Act (other than Current Reports on Form 8-K or any successor form) within fifteen (15) calendar days

after the date that the Company is required to file the same (after giving effect to all applicable grace periods under the Exchange

Act); provided, however, that the Company need not send to the Trustee any material for which the Company has received,

or is seeking in good faith and has not been denied, confidential treatment by the SEC. Any such report that the Company files with the

SEC through the EDGAR system (or any successor thereto) will be deemed to be sent to the Trustee at the time such report is so filed

via the EDGAR system (or such successor). Upon the request of any Holder, the Trustee will provide to such Holder a copy of any report

that the Company has sent the Trustee pursuant to this ‎Section 3.02(A), other than a report that is deemed to be sent

to the Trustee as a result of the Company filing such report with the SEC through the EDGAR system (or any successor thereto). The Company

will also comply with its other obligations under Section 314(a)(1) of the Trust Indenture Act.

The “grace periods”

referred to in the preceding paragraph with respect to any report will include the maximum period afforded 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 the Company expects to or will file, such report before the expiration of such maximum period.

(B)            Trustee’s

Disclaimer. The Trustee need not determine whether the Company has filed any material via the EDGAR system (or such successor). The

sending or filing of reports, information and documents to the Trustee pursuant to ‎Section 3.02(A) is for informational

purposes only and the receipt of such reports and documents will not constitute actual or constructive notice to the Trustee of any information

contained, or determinable from information contained, therein, including the Company’s compliance with any of its covenants under

the Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee will

not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants under the

Indenture or the Notes or with respect to any reports or other documents filed with the SEC through the EDGAR system or any website under

the Indenture.

Section 3.03      Default

Certificates.

This Section 3.03

will apply to the Notes in lieu of Section 4.4(b) of the Base Indenture, which will be deemed to be replaced with this Section 3.03,

mutatis mutandis.

If a Default or Event of

Default occurs, then the Company will, within thirty (30) days after the Company first obtains knowledge of its first occurrence, deliver

an Officer’s Certificate to the Trustee describing the same and what action the Company is taking or proposes to take with respect

thereto; provided, however, that the Company will not be required to deliver such Officer’s Certificate at any time

after such Default or Event of Default is cured or waived.

Section 3.04      Stay,

Extension and Usury Laws.

This Section 3.04

will apply to the Notes in lieu of Section 4.3 of the Base Indenture, which will be deemed to be replaced with this Section 3.04,

mutatis mutandis.

To the extent that it may

lawfully do so, the Company ‎(A) agrees that it will not at any time insist upon, plead, or in any manner whatsoever claim or

take the benefit or advantage of, any stay, extension or usury law (wherever or whenever enacted or in force) that may affect the covenants

or the performance of the Indenture; and ‎(B) expressly waives all benefits or advantages of any such law and agrees that it

will not, by resort to any such law, hinder, delay or impede the execution of any power granted to the Trustee by the Indenture, but

will suffer and permit the execution of every such power as though no such law has been enacted.

- 21 -

Section 3.05      Existence.

This Section 3.05

will apply to the Notes in lieu of Section 4.5 of the Base Indenture, which will be deemed to be replaced with this Section 3.05,

mutatis mutandis.

Subject

to ‎‎Article 6, the Company will

do or cause to be done all things necessary to preserve and keep in full force and effect, its corporate existence.

Article 4.      Repurchase

and Redemption

This

‎Article 4 will apply to the Notes in lieu

of Article 3 of the Base Indenture, which will be deemed to be replaced with this ‎Article 4,

mutatis mutandis.

Section 4.01      No

Sinking Fund.

No sinking fund is required

to be provided for the Notes.

Section 4.02      Right

of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change.

(A)            Right

of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change. Subject to the other terms of this ‎Section 4.02,

if a Fundamental Change occurs, then each Holder will have the right (the “Fundamental Change Repurchase Right”) to

require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) on the Fundamental

Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change Repurchase Price.

(B)            Repurchase

Prohibited in Certain Circumstances. If the principal amount of the Notes has been accelerated and such acceleration has not been

rescinded on or before the Fundamental Change Repurchase Date for a Repurchase Upon Fundamental Change (including as a result of the

payment of the related Fundamental Change Repurchase Price, and any related interest pursuant to the proviso to the first sentence of

‎Section 4.02(D), on such Fundamental Change Repurchase Date), then (i) the Company may not repurchase any Notes

pursuant to this ‎Section 4.02; and (ii) the Company will cause any Notes theretofore surrendered for such Repurchase

Upon Fundamental Change to be returned to the Holders thereof (or, if applicable with respect to Global Notes, cancel any instructions

for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial interest in such Notes in accordance

with the Depositary Procedures).

Change Repurchase Date. The Fundamental Change Repurchase Date for any Fundamental Change will be a Business Day of the Company’s

choosing that is no more than thirty-five (35), nor less than twenty (20), Business Days after the date the Company sends the related

Fundamental Change Notice pursuant to ‎Section 4.02(E).

- 22 -

(D)            Fundamental

Change Repurchase Price. The Fundamental Change Repurchase Price for any Note to be repurchased upon a Repurchase Upon Fundamental

Change following a Fundamental Change is an amount in cash equal to the principal amount of such Note plus accrued and unpaid interest

on such Note to, but excluding, the Fundamental Change Repurchase Date for such Fundamental Change; provided, however,

that if a such Fundamental Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, then

(i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Repurchase

Upon Fundamental Change, to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that

would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained

outstanding through such Interest Payment Date, if such Fundamental Change Repurchase Date is before such Interest Payment Date); and

(ii) the Fundamental Change Repurchase Price will not include accrued and unpaid interest on such Note to, but excluding, such Fundamental

Change Repurchase Date. For the avoidance of doubt, if an Interest Payment Date is not a Business Day within the meaning of ‎Section 2.04(C) and

such Fundamental Change Repurchase Date occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued

and unpaid interest on Notes to, but excluding, such Interest Payment Date will be paid, in accordance with ‎Section 2.04(C),

on the next Business Day to Holders as of the Close of Business on the immediately preceding Regular Record Date; and (y) the Fundamental

Change Repurchase Price will include interest on the Notes to be repurchased from, and including, such Interest Payment Date.

(E)            Fundamental

Change Notice. On or before the twentieth (20th) calendar day after the effective date of a Fundamental Change, the Company will

send to each Holder, the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (if other than the Trustee) a

notice of such Fundamental Change (a “Fundamental Change Notice”).

Such Fundamental Change Notice

must state:

(i)            briefly,

the events causing such Fundamental Change;

(ii)           the

effective date of such Fundamental Change;

(iii)          the

procedures that a Holder must follow to require the Company to repurchase its Notes pursuant to this ‎Section 4.02, including

the deadline for exercising the Fundamental Change Repurchase Right and the procedures for submitting and withdrawing a Fundamental Change

Repurchase Notice;

(iv)          the

Fundamental Change Repurchase Date for such Fundamental Change;

(v)          the

Fundamental Change Repurchase Price per $1,000 principal amount of Notes for such Fundamental Change (and, if such Fundamental Change

Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the

interest payment payable pursuant to the proviso to the first sentence of ‎Section 4.02(D));

(vi)          the

name and address of the Paying Agent and the Conversion Agent;

(vii)          the

Conversion Rate in effect on the date of such Fundamental Change Notice and a description and quantification of any adjustments to the

Conversion Rate that may result from such Fundamental Change (including pursuant to ‎Section 5.07);

- 23 -

(viii)        that

Notes for which a Fundamental Change Repurchase Notice has been duly tendered and not duly withdrawn must be delivered to the Paying

Agent for the Holder thereof to be entitled to receive the Fundamental Change Repurchase Price;

(ix)           that

Notes (or any portion thereof) that are subject to a Fundamental Change Repurchase Notice that has been duly tendered may be Converted

only if such Fundamental Change Repurchase Notice is withdrawn in accordance with the Indenture; and

(x)            the

CUSIP and ISIN numbers, if any, of the Notes.

Neither the failure to deliver

a Fundamental Change Notice nor any defect in a Fundamental Change Notice will limit the Fundamental Change Repurchase Right of any Holder

or otherwise affect the validity of any proceedings relating to any Repurchase Upon Fundamental Change.

(F)            Procedures

to Exercise the Fundamental Change Repurchase Right.

(i)            Delivery

of Fundamental Change Repurchase Notice and Notes to Be Repurchased. To exercise its Fundamental Change Repurchase Right for a Note

following a Fundamental Change, the Holder thereof must deliver to the Paying Agent:

(1)            before

the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date (or such later time as may

be required by law), a duly completed, written Fundamental Change Repurchase Notice with respect to such Note; and

(2)            such

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

(3)            The

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

(ii)            Contents

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

(1)            if

such Note is a Physical Note, the certificate number of such Note;

(2)            the

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

(3)            that

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

provided,

however, that if such Note is a Global Note, then such Fundamental Change Repurchase Notice must comply with the Depositary Procedures

(and any such Fundamental Change Repurchase Notice delivered in compliance with the Depositary Procedures will be deemed to satisfy the

requirements of this ‎‎Section 4.02(F)).

- 24 -

(iii)            Withdrawal

of Fundamental Change Repurchase Notice. A Holder that has delivered a Fundamental Change Repurchase Notice with respect to a Note

may withdraw such Fundamental Change Repurchase Notice by delivering a written notice of withdrawal to the Paying Agent at any time before

the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date. Such withdrawal notice must

state:

(1)            if

such Note is a Physical Note, the certificate number of such Note;

(2)            the

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

(3)            the

principal amount of such Note, if any, that remains subject to such Fundamental Change Repurchase Notice, which must be an Authorized

Denomination;

(4)            provided,

however, that if such Note is a Global Note, then such withdrawal notice must comply with the Depositary Procedures (and any such

withdrawal notice delivered in compliance with the Depositary Procedures will be deemed to satisfy the requirements of this ‎‎Section 4.02(F)).

Upon

receipt of any such withdrawal notice with respect to a Note (or any portion thereof), the Paying Agent will (x) promptly deliver

a copy of such withdrawal notice to the Company; and (y) if such Note is surrendered to the Paying Agent, cause such Note (or such

portion thereof in accordance with ‎‎Section 2.09,

treating such Note as having been then surrendered for partial repurchase in the amount set forth in such withdrawal notice as remaining

subject to repurchase) to be returned to the Holder thereof (or, if applicable with respect to any Global Note, cancel any instructions

for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial interest in such Note in accordance

with the Depositary Procedures).

(G)            Payment

of the Fundamental Change Repurchase Price. Without limiting the Company’s obligation to deposit the Fundamental Change Repurchase

Price within the time proscribed by ‎Section 3.01(B), the Company will cause the Fundamental Change Repurchase Price

for a Note (or portion thereof) to be repurchased pursuant to a Repurchase Upon Fundamental Change to be paid to the Holder thereof on

or before the later of (i) the applicable Fundamental Change Repurchase Date; and (ii) the date (x) such Note is delivered

to the Paying Agent (in the case of a Physical Note) or (y) the Depositary Procedures relating to the repurchase, and the delivery

to the Paying Agent, of such Holder’s beneficial interest in such Note to be repurchased are complied with (in the case of a Global

Note). For the avoidance of doubt, interest payable pursuant to the proviso to the first sentence of ‎Section 4.02(D) on

any Note to be repurchased pursuant to a Repurchase Upon Fundamental Change must be paid pursuant to such proviso regardless of whether

such Note is delivered or such Depositary Procedures are complied with pursuant to the first sentence of this ‎Section 4.02(G).

(H)            Third

Party May Conduct Repurchase Offer In Lieu of the Company. Notwithstanding anything to the contrary in this ‎Section 4.02,

the Company will be deemed to satisfy its obligations under this ‎Section 4.02 if (i) one or more third parties

conduct any Repurchase Upon Fundamental Change and related offer to repurchase Notes otherwise required by this ‎Section 4.02

in a manner that would have satisfied the requirements of this ‎Section 4.02 if conducted directly by the Company; and

(ii) an owner of a beneficial interest in any Note repurchased by such third party or parties will not receive a lesser amount (including

as a result of withholding or other similar taxes) than such owner would have received had the Company repurchased such Note.

- 25 -

(I)            No

Requirement to Conduct an Offer to Repurchase Notes if the Fundamental Change Results in the Notes Becoming Convertible into an Amount

of Cash Exceeding the Fundamental Change Repurchase Price. Notwithstanding anything to the contrary in this ‎Section 4.02,

the Company will not be required to send a Fundamental Change Notice pursuant to ‎Section 4.02(E), or offer to repurchase

or repurchase any Notes pursuant to this ‎Section 4.02, in connection with a Common Stock Change Event that constitutes

a Fundamental Change pursuant to clause (B)(ii) of the definition thereof (regardless of whether such Common Stock Change

Event also constitutes a Fundamental Change pursuant to any other clause of such definition), if (i) the Reference Property of such

Common Stock Change Event consists entirely of cash in dollars; (ii) immediately after such Fundamental Change, the Notes become

Convertible, pursuant to ‎Section 5.09(A) and, if applicable, ‎Section 5.07, into consideration

that consists solely of dollars in an amount per $1,000 aggregate principal amount of Notes that equals or exceeds the Fundamental Change

Repurchase Price per $1,000 aggregate principal amount of Notes (calculated (x) assuming that such Fundamental Change Repurchase

Price includes accrued and unpaid interest to, but excluding, the latest possible Fundamental Change Repurchase Date for such Fundamental

Change; and (y) without regard to the proviso to the first sentence of ‎Section 4.02(D)); and (iii) the Company

timely sends the notice relating to such Fundamental Change required pursuant to ‎Section 5.01(C)(i)(3)(b), and includes,

in such notice, a statement that the Company is relying on this ‎Section 4.02(I).

(J)            Compliance

with Applicable Securities Laws. To the extent applicable, the Company will comply, in all material respects, with all federal and

state securities laws in connection with a Repurchase Upon Fundamental Change (including complying with Rules 13e-4 and 14e-1 under

the Exchange Act and filing any required Schedule TO, to the extent applicable) so as to permit effecting such Repurchase Upon Fundamental

Change in the manner set forth in the Indenture; provided, however, that, to the extent that the Company’s obligations

pursuant to this ‎Section 4.02 conflict with any law or regulation that is applicable to the Company and enacted after

the Issue Date, the Company’s compliance with such law or regulation will not be considered to be a Default of such obligations;

rather, the Company will be deemed to be in compliance with such obligations if the Company complies with its obligation to effect a

Repurchase Upon Fundamental Change in accordance with this ‎Section 4.02, modified as necessary by the Company in good

faith to permit compliance with such law or regulation.

(K)            Repurchase

in Part. Subject to the terms of this ‎Section 4.02, Notes may be repurchased pursuant to a Repurchase Upon Fundamental

Change in part, but only in Authorized Denominations. Provisions of this ‎Section 4.02 applying to the repurchase of

a Note in whole will equally apply to the repurchase of a permitted portion of a Note.

Section 4.03      Right

of the Company to Redeem the Notes.

(A)            No

Right to Redeem Before April 8, 2030. The Company may not redeem the Notes at its option pursuant to this Section 4.03

at any time before April 8, 2030.

(B)            Right

to Redeem the Notes on or After April 8, 2030. Subject to the terms of this ‎Section 4.03, the Company has the

right, at its election, to redeem all, or any portion (subject to the Partial Redemption Limitation described below) in an Authorized

Denomination, of the Notes, at any time, and from time to time, on a Redemption Date on or after April 8, 2030 and on or before

the twenty-sixth (26th) Scheduled Trading Day immediately before the Maturity Date, for a cash purchase price equal to the Redemption

Price, but only if the Last Reported Sale Price per share of Common Stock exceeds one hundred and thirty percent (130%) of the Conversion

Price on (x) each of at least twenty (20) Trading Days (whether or not consecutive) during the thirty (30) consecutive Trading Days

ending on, and including, the Trading Day immediately before such Redemption Notice Date; and (y) the Trading Day immediately before

such Redemption Notice Date; provided, however, that the Company will not call less than all of the outstanding Notes for

Redemption unless the excess of the principal amount of Notes outstanding as of the time the Company sends the related Redemption Notice

over the aggregate principal amount of Notes set forth in such Redemption Notice as being subject to such Redemption is at least seventy-five

million dollars ($75,000,000) (such limitation, the “Partial Redemption Limitation”). For the avoidance of doubt,

the calling (or the deemed calling, as provided in ‎Section 4.03(I)) of any Notes for Redemption will constitute a Make-Whole

Fundamental Change with respect to such Notes called (or deemed called) for Redemption (and not with respect to any other Notes) pursuant

to clause (B) of the definition thereof.

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Prohibited in Certain Circumstances. If the principal amount of the Notes has been accelerated and such acceleration has not been

rescinded on or before the Redemption Date (except as a result of the payment of the related Redemption Price, and any related interest

pursuant to the proviso to the first sentence of ‎Section 4.03(E), on such Redemption Date), then (i) the Company

may not call for Redemption or otherwise redeem any Notes pursuant to this ‎Section 4.03; and (ii) the Company will

cause any Notes theretofore surrendered for such Redemption to be returned to the Holders thereof (or, if applicable with respect to

Global Notes, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial

interests in such Notes in accordance with the Depositary Procedures).

(D)            Redemption

Date. The Redemption Date for any Redemption will be a date of the Company’s choosing that is no more than fifty (50), nor

less than thirty (30), Scheduled Trading Days after the Redemption Notice Date for such Redemption that is, as of the Redemption Notice

Date, scheduled to be a Business Day; provided, however, that if, in accordance with Section 5.03(A) the Company

elects to settle all Conversions for Notes called for Redemption with a Conversion Date that occurs during the related Make-Whole Fundamental

Change Conversion Period by Physical Settlement, then the Company may instead elect to choose a Redemption Date that is a Business Day

no more than fifty (50) Scheduled Trading Days, nor less than fifteen (15) calendar days, after the date the Company sends such Redemption

Notice.

(E)            Redemption

Price. The Redemption Price for any Note called for Redemption is an amount in cash equal to the principal amount of such Note plus

accrued and unpaid interest on such Note to, but excluding, the Redemption Date for such Redemption; provided, however,

that if such Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, then (i) the Holder

of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Redemption, to receive, on or,

at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but

excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest

Payment Date, if such Redemption Date is before such Interest Payment Date); and (ii) the Redemption Price will not include accrued

and unpaid interest on such Note to, but excluding, such Redemption Date. For the avoidance of doubt, if an Interest Payment Date is

not a Business Day within the meaning of ‎Section 2.04(C) and such Redemption Date occurs on the Business Day immediately

after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding, such Interest Payment Date will

be paid, in accordance with ‎Section 2.04(C), on the next Business Day to Holders as of the Close of Business on the

immediately preceding Regular Record Date; and (y) the Redemption Price will include interest on Notes to be redeemed from, and

including, such Interest Payment Date.

(F)            Redemption

Notice. To call any Notes for Redemption, the Company must send to each Holder of such Notes a written notice of such Redemption

(a “Redemption Notice”).

Such Redemption Notice must

state:

(i)            that

such Notes have been called for Redemption, briefly describing the Company’s Redemption right under the Indenture;

(ii)           the

Redemption Date for such Redemption;

(iii)          the

Redemption Price per $1,000 principal amount of Notes for such Redemption (and, if the Redemption Date is after a Regular Record Date

and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant to the proviso

to the first sentence of ‎Section 4.03(E));

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(iv)          the

name and address of the Paying Agent and the Conversion Agent;

(v)           that

Notes called for Redemption may be Converted at any time before the Close of Business on the second (2nd) Scheduled Trading Day immediately

before the Redemption Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until

such time as the Company pays such Redemption Price in full);

(vi)          the

Conversion Rate in effect on the Redemption Notice Date for such Redemption and a description and quantification of any adjustments to

the Conversion Rate that may result from such Redemption (including pursuant to ‎Section 5.07);

(vii)         the

Settlement Method that will apply to all Conversions of Notes with a Conversion Date that occurs on or after such Redemption Notice Date

and on or before the second (2nd) Scheduled Trading Day before such Redemption Date;

(viii)        if

applicable, that conversions of Notes will be settled in the manner set forth in clause (1) of the proviso in ‎Section 5.03(C);

(ix)          that

Notes called for Redemption must be delivered to the Paying Agent (in the case of Physical Notes) or the Depositary Procedures must be

complied with (in the case of Global Notes) for the Holder thereof to be entitled to receive the Redemption Price; and

(x)            the

CUSIP and ISIN numbers, if any, of the Notes.

On or before the Redemption

Notice Date, the Company will send a copy of such Redemption Notice to the Trustee, the Conversion Agent (if other than the Trustee)

and the Paying Agent (if other than the Trustee).

(G)            Selection

and Conversion of Notes to Be Redeemed in Part.

(i)            If

fewer than all Notes then outstanding are called for Redemption, then the Notes to be redeemed will be selected by the Company as follows:

(1) in the case of Global Notes, in accordance with the Depositary Procedures; and (2) in the case of Physical Notes, pro rata,

by lot or by such other method the Company considers fair and appropriate.

(ii)            If

only a portion of a Note is subject to Redemption and such Note is Converted in part, then the Converted portion of such Note will be

deemed to be from the portion of such Note that was subject to Redemption, subject to, in the case of any Global Note, the applicable

Depositary Procedures.

(H)            Payment

of the Redemption Price. Without limiting the Company’s obligation to deposit the Redemption Price by the time proscribed by

‎Section 3.01(B), the Company will cause the Redemption Price for a Note (or portion thereof) subject to Redemption to

be paid to the Holder thereof on or before the applicable Redemption Date. For the avoidance of doubt, interest payable pursuant to the

proviso to the first sentence of ‎Section 4.03(E) on any Note (or portion thereof) subject to Redemption must be

paid pursuant to such proviso.

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(I)            Special

Provisions for Partial Calls. If the Company elects to redeem fewer than all of the outstanding Notes pursuant to this ‎Section 4.03,

and the Holder of any Note, or any owner of a beneficial interest in any Global Note, is reasonably not able to determine, before the

Close of Business on the twenty-seventh (27th) Scheduled Trading Day immediately before the Redemption Date for such Redemption (or,

if, pursuant to ‎Section 5.03(A)(ii), the Company irrevocably elects Physical Settlement for all Conversions with a Conversion

Date that occurs during the related Make-Whole Fundamental Change Conversion Period, the fifteenth (15th) calendar day), whether such

Note or beneficial interest, as applicable, is to be redeemed pursuant to such Redemption, then such Holder or owner, as applicable,

will be entitled to Convert such Note or beneficial interest, as applicable, at any time before the Close of Business on the second (2nd)

Scheduled Trading Day immediately before such Redemption Date, and each such Conversion will be deemed to be of a Note called for Redemption

for purposes of this ‎Section 4.03, Sections ‎5.01(C)(i)(4) and Section ‎5.07, and the

definition of Make-Whole Fundamental Change.

(J)            Repurchases

or Other Acquisitions Other Than by Redemption Not Affected. For the avoidance of doubt, nothing in this ‎Section 4.03

will limit or otherwise apply to any repurchase or other acquisition, by the Company or its Affiliates, or any other Person, of any Notes

not effected by Redemption pursuant to this ‎Section 4.03 (including in open market transactions, private or public tender

or exchange offers or otherwise).

Article 5.      The

Conversion of Notes

Section 5.01      Right

to Convert.

(A)            Generally.

Subject to the provisions of this ‎Article 5, each Holder may, at its option, Convert such Holder’s Notes into

Conversion Consideration.

(B)            Conversions

in Part. Subject to the terms of the Indenture, Notes may be Converted in part, but only in Authorized Denominations. Provisions

of this ‎Article 5 applying to the Conversion of a Note in whole will equally apply to Conversions of a permitted portion

of a Note.

Notes May Be Converted.

(i)            Generally.

Subject to ‎Section 5.01(C)(ii), a Note may be Converted only in the following circumstances:

(1)            Conversion

Upon Satisfaction of Common Stock Sale Price Condition. Before the Close of Business on the Business Day immediately before January 1,

2032, a Holder may Convert its Notes during any calendar quarter (and only during such calendar quarter) commencing after the calendar

quarter ending on June 30, 2026, if the Last Reported Sale Price per share of Common Stock exceeds one hundred and thirty percent

(130%) of the Conversion Price for each of at least twenty (20) Trading Days (whether or not consecutive) during the thirty (30) consecutive

Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter.

(2)            Conversion

Upon Satisfaction of Note Trading Price Condition. Before the Close of Business on the Business Day immediately before January 1,

2032, a Holder may Convert its Notes during the five (5) consecutive Business Days immediately after any ten (10) consecutive

Trading Day period (such ten (10) consecutive Trading Day period, the “Measurement Period”) if the Trading Price

per $1,000 principal amount of Notes, as determined following a request by a Holder or Holders in accordance with the procedures set

forth below, for each Trading Day of the Measurement Period was less than ninety eight percent (98%) of the product of the Last Reported

Sale Price per share of Common Stock on such Trading Day and the Conversion Rate on such Trading Day. The condition set forth in the

preceding sentence is referred to in this Supplemental Indenture as the “Trading Price Condition.”

- 29 -

The Trading

Price will be determined by the Bid Solicitation Agent pursuant to this ‎‎Section 5.01(C)(i)(2) and

the definition of “Trading Price.” The Bid Solicitation Agent (if not the Company) will have no obligation to determine the

Trading Price of the Notes unless the Company has requested such determination in writing, and the Company will have no obligation to

make such request (or seek bids itself) unless a Holder or Holders holding at least two million dollars ($2,000,000) principal amount

of Notes provide(s) the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less

than ninety eight percent (98%) of the product of the Last Reported Sale Price per share of Common Stock and the Conversion Rate. If

a Holder or Holders provide(s) such evidence, then the Company will (if acting as Bid Solicitation Agent), or will instruct the

Bid Solicitation Agent to, determine the Trading Price of the Notes beginning on the next Trading Day and on each successive Trading

Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to ninety eight percent (98%) of the product

of the Last Reported Sale Price per share of Common Stock on such Trading Day and the Conversion Rate on such Trading Day. If the Trading

Price Condition has been met as set forth above, then the Company will notify the Holders, the Trustee and the Conversion Agent (if other

than the Trustee) of the same. If, on any Trading Day after the Trading Price Condition has been met as set forth above, the Trading

Price per $1,000 principal amount of Notes is greater than or equal to ninety eight percent (98%) of the product of the Last Reported

Sale Price per share of Common Stock on such Trading Day and the Conversion Rate on such Trading Day, then the Company will notify the

Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the same.

(3)            Conversion

Upon Specified Corporate Events.

(a)            Certain

Distributions. If, before the Close of Business on the Business Day immediately before January 1, 2032, the Company elects to:

(I)            distribute,

to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder

rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering

event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common

Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the

record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average

of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the

Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of

‎‎Section 5.05(A)(ii)); or

(II)            distribute,

to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities,

which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%)

of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced,

- 30 -

then, in either case, (x) the

Company will send written notice of such distribution, and of the related right to Convert Notes, to Holders, the Trustee and the Conversion

Agent (if other than the Trustee) at least thirty (30) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or,

if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering

event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering

event has occurred or will occur); provided, however, if the Company is then otherwise permitted to settle Conversions by Physical

Settlement (and, for the avoidance of doubt, the Company has not elected (or been deemed to have elected) another Settlement Method to

apply, including pursuant to Section 5.03(A)(i)(1)), then the Company may instead elect to provide such notice at least ten

(10) Scheduled Trading Days before such Ex-Dividend Date, in which event the Company shall be required to settle all Conversions

with a Conversion Date occurring on or after the date the Company provides such notice and on or before the Business Day immediately

preceding the Ex-Dividend Date for such distribution (or any earlier announcement by the Company that such distribution will not take

place) by Physical Settlement, and the Company shall describe the same in such notice; and (y) once the Company has sent such notice,

Holders may Convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend

Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes

will not become Convertible pursuant to clause (y) above (but the Company will be required to send notice of such distribution

pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and on the same

terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to Convert such Holder’s

Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on

the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder

on such record date.

(b)            Certain

Corporate Events. If a Fundamental Change, Make-Whole Fundamental Change (other than a Make-Whole Fundamental Change pursuant to

clause (B) of the definition thereof) or Common Stock Change Event occurs (other than a merger or other business combination

transaction that is effected solely to change the Company’s jurisdiction of incorporation and that does not constitute a Fundamental

Change or a Make-Whole Fundamental Change), then, in each case, Holders may Convert their Notes at any time from, and including, the

effective date of such transaction or event to, and including, the thirty-fifth (35th) Trading Day after such effective date (or, if

such transaction or event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), to, but excluding, the related

Fundamental Change Repurchase Date); provided, however, that if the Company does not provide the notice referred to in

the immediately following sentence by the second (2nd) Business Day after such effective date, then the last day on which the Notes are

Convertible pursuant to this sentence will be extended by the number of Business Days from, and including, the second (2nd) Business

Day after the effective date to, but excluding, the date the Company provides such notice. No later than the second (2nd) Business Day

after the effective date, the Company will send written notice to the Holders, the Trustee and the Conversion Agent (if other than the

Trustee) of such transaction or event, such effective date and the related right to Convert Notes.

- 31 -

(4)            Conversion

Upon Redemption. If the Company calls any Note for Redemption, then the Holder of such Note may Convert such Note at any time before

the Close of Business on the second (2nd) Scheduled Trading Day immediately before the related Redemption Date (or, if the Company fails

to pay the Redemption Price due on such Redemption Date in full, at any time until such time as the Company pays such Redemption Price

in full).

(5)            Conversions

During Free Convertibility Period. A Holder may Convert its Notes at any time from, and including, January 1, 2032 until the

Close of Business on the Scheduled Trading Day immediately before the Maturity Date.

For the

avoidance of doubt, the Notes may become Convertible pursuant to any one or more of the preceding sub-paragraphs of this ‎‎Section 5.01(C)(i) and

the Notes ceasing to be Convertible pursuant to a particular sub-paragraph of this ‎‎Section 5.01(C)(i) will

not preclude the Notes from being Convertible pursuant to any other sub-paragraph of this ‎‎Section 5.01(C)(i).

(ii)            Limitations

and Closed Periods. Notwithstanding anything to the contrary in the Indenture or the Notes:

(1)            Notes

may be surrendered for Conversion during a period where the Notes are Convertible pursuant to ‎Section 5.01(C)(i) only

after the Open of Business and before the Close of Business on a day that is a Business Day;

(2)            in

no event may any Note be Converted after the Close of Business on the Scheduled Trading Day immediately before the Maturity Date;

(3)            if

the Company calls any Note for Redemption pursuant to ‎Section 4.03, then the Holder of such Note may not Convert such

Note after the Close of Business on the second (2nd) Scheduled Trading Day immediately before the applicable Redemption Date, except

to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Supplemental Indenture; and

(4)            if

a Fundamental Change Repurchase Notice is validly delivered pursuant to ‎Section 4.02(F) with respect to any Note,

then such Note may not be Converted, except to the extent (a) such Note is not subject to such notice; (b) such notice is withdrawn

in accordance with ‎Section 4.02(F); or (c) the Company fails to pay the Fundamental Change Repurchase Price for

such Note in accordance with this Supplemental Indenture (or a third party fails to make such payment in lieu of the Company in accordance

with ‎Section 4.02(H)).

Section 5.02      Conversion

Procedures.

(A)            Generally.

(i)            Global

Notes. To Convert a beneficial interest in a Global Note that is Convertible pursuant to ‎Section 5.01(C), the owner

of such beneficial interest must (1) comply with the Depositary Procedures for Converting such beneficial interest (at which time

such Conversion will become irrevocable); and (2) pay any amounts due pursuant to ‎Section 5.02(D) or ‎Section 5.02(E).

- 32 -

(ii)            Physical

Notes. To Convert all or a portion of a Physical Note that is Convertible pursuant to ‎Section 5.01(C), the Holder

of such Note must (1) complete, manually sign and deliver to the Conversion Agent the Conversion Notice attached to such Physical

Note or a facsimile of such Conversion Notice; (2) deliver such Physical Note to the Conversion Agent (at which time such Conversion

will become irrevocable); (3) furnish any endorsements and transfer documents that the Company or the Conversion Agent may require;

and (4) pay any amounts due pursuant to ‎Section 5.02(D) or ‎Section 5.02(E).

(B)            Effect

of Converting a Note. At the Close of Business on the Conversion Date for a Note (or any portion thereof) to be Converted, such Note

(or such portion) will (unless there occurs a Default in the delivery of the Conversion Consideration or interest, if any, due, pursuant

to ‎Section 5.03(B) or ‎5.02(D)), upon such Conversion, be deemed to cease to be outstanding (and, for

the avoidance of doubt, no Person will be deemed to be a Holder of such Note (or such portion thereof) as of the Close of Business on

such Conversion Date), except to the extent provided in ‎‎Section 5.02(D).

of Record of Conversion Shares. The Person in whose name any share of Common Stock is issuable upon Conversion of any Note will be

deemed to become the holder of record of such share as of the Close of Business on (i) the Conversion Date for such Conversion,

in the case of Physical Settlement; or (ii) the last VWAP Trading Day of the Observation Period for such Conversion, in the case

of Combination Settlement.

(D)            Interest

Payable Upon Conversion in Certain Circumstances. If the Conversion Date of a Note is after a Regular Record Date and before the

next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled,

notwithstanding such Conversion (and, for the avoidance of doubt, notwithstanding anything set forth in the proviso to this sentence),

to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued on

such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through

such Interest Payment Date); and (ii) the Holder surrendering such Note for Conversion must deliver to the Conversion Agent, at

the time of such surrender, an amount of cash equal to the amount of such interest referred to in clause (i) above; provided,

however, that the Holder surrendering such Note for Conversion need not deliver such cash (v) with respect to any Note called

for Redemption, if the Company has specified a Redemption Date that is after such Regular Record Date and on or before the second (2nd)

Scheduled Trading Day immediately after such Interest Payment Date; (w) if such Conversion Date occurs after the Regular Record

Date immediately before the Maturity Date; (x) if the Company has specified a Fundamental Change Repurchase Date that is after such

Regular Record Date and on or before the Business Day immediately after such Interest Payment Date; or (y) to the extent of any

overdue interest or interest that has accrued on any overdue interest. For the avoidance of doubt, as a result of, and without limiting

the generality of, the foregoing, if a Note is Converted with a Conversion Date that is after the Regular Record Date immediately before

the Maturity Date, then the Company will pay, as provided above, interest that would have accrued on such Note to, but excluding, the

Maturity Date as if such Note had not been Converted. For the avoidance of doubt, if the Conversion Date of a Note to be Converted is

on an Interest Payment Date, then the Holder of such Note at the Close of Business on the Regular Record Date immediately before such

Interest Payment Date will be entitled to receive, on such Interest Payment Date, the unpaid interest that has accrued on such Note to,

but excluding, such Interest Payment Date, and such Note, when surrendered for Conversion, need not be accompanied by any cash amount

pursuant to the first sentence of this ‎Section 5.02(D).

(E)            Taxes

and Duties. If a Holder Converts a Note, the Company will pay or cause to be paid any documentary, stamp or similar issue or transfer

tax or duty due on the issue or delivery of any shares of Common Stock upon such Conversion; provided, however, that if

any tax or duty is due because such Holder requested such shares to be registered in a name other than such Holder’s name, then

such Holder will pay such tax or duty and, until having received a sum sufficient to pay such tax or duty, the Conversion Agent may refuse

to deliver any such shares to be issued in a name other than that of such Holder.

- 33 -

(F)            Conversion

Agent to Notify Company of Conversions. If any Note is submitted for Conversion to the Conversion Agent or the Conversion Agent receives

any notice of Conversion with respect to a Note, then the Conversion Agent will promptly notify the Company and the Trustee (if other

than the Conversion Agent) of such occurrence, together with any other information reasonably requested by the Company, and will cooperate

with the Company to determine the Conversion Date for such Note.

Section 5.03      Settlement

Upon Conversion.

(A)            Settlement

Method. Upon the Conversion of any Note, the Company will settle such Conversion by paying or delivering, as applicable and as provided

in this ‎Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional

shares, as provided in ‎Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash

as provided in ‎Section 5.03(B)(i)(2) (a “Cash Settlement”); or (z) a combination of cash

and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares, as provided in ‎Section 5.03(B)(i)(3) (a

“Combination Settlement”).

(i)            The

Company’s Right to Elect Settlement Method. The Company will have the right to elect the Settlement Method applicable to any

Conversion of a Note; provided, however, that:

(1)            subject

to clause (3) below, all Conversions of Notes with a Conversion Date that occurs on or after January 1, 2032 will be

settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders no later than the Open

of Business on January 1, 2032;

(2)            subject

to clause (3) below, if the Company elects a Settlement Method with respect to the Conversion of any Note whose Conversion

Date occurs before January 1, 2032, then the Company will send notice of such Settlement Method to the Holder of such Note no later

than the Close of Business on the Business Day immediately after such Conversion Date;

(3)            if

any Notes are called for Redemption, then (a) the Company will specify, in the related Redemption Notice (and, in the case of a

Redemption of fewer than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent

pursuant to ‎Section 4.03(F), the Settlement Method that will apply to all Conversions of Notes with a Conversion Date

that occurs on or after the related Redemption Notice Date and on or before the second (2nd) Scheduled Trading Day immediately before

the related Redemption Date; and (b) if such Redemption Date occurs on or after January 1, 2032, then such Settlement Method

must be the same Settlement Method that, pursuant to clause (1) above, applies to all Conversions of Notes with a Conversion

Date that occurs on or after January 1, 2032;

(4)            the

Company will use the same Settlement Method for all Conversions of Notes with the same Conversion Date (and, for the avoidance of doubt,

the Company will not be obligated to use the same Settlement Method with respect to Conversions of Notes with different Conversion Dates,

except as provided in clause (1) or (3) above);

(5)            if

the Company does not timely elect a Settlement Method with respect to the Conversion of a Note, then the Company will be deemed to have

elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute

a Default or Event of Default); and

- 34 -

(6)            if

the Company timely elects Combination Settlement with respect to the Conversion of a Note but does not timely notify the Holder of such

Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such Conversion will be deemed to be $1,000 per

$1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a

Default or Event of Default).

At or

before the time the Company sends any notice referred to in this ‎Section 5.03(A)(i),

the Company will send a copy of such notice to the Trustee and the Conversion Agent (if other than the Trustee), but the failure to timely

send such copy will not affect the validity of any Settlement Method election.

(ii)            The

Company’s Right to Irrevocably Fix or Eliminate Settlement Methods. The Company will have the right, exercisable at its election

by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent (if other than the Trustee)),

to (1) irrevocably fix the Settlement Method that will apply to all Conversions of Notes with a Conversion Date that occurs on or

after the date such notice is sent to Holders; or (2) irrevocably eliminate any one or more (but not all) Settlement Methods (including

eliminating Combination Settlement with a particular Specified Dollar Amount or range of Specified Dollar Amounts) with respect to all

Conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided, in each

case, that (w) the Settlement Method so elected pursuant to clause (1) above, or the Settlement Method(s) remaining

after any elimination pursuant to clause ‎‎(2) above, as applicable, must be a Settlement Method or Settlement

Method(s), as applicable, that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject

to, the other provisions of this ‎Section 5.03(A)); (x) no such irrevocable election or Default Settlement Method

change will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to the Indenture

(including pursuant to ‎Section 8.01(G) or this ‎Section 5.03(A)); (y) upon any such irrevocable

election pursuant to clause (1) above, the Default Settlement Method will automatically be deemed to be set to the Settlement

Method so fixed; and (z) upon any such irrevocable election pursuant to clause ‎‎(2) above, the Company

will, if needed, simultaneously change the Default Settlement Method to a Settlement Method that is consistent with such irrevocable

election. Such notice, if sent, must set forth the applicable Settlement Method(s) so elected or eliminated, as applicable, and

the Default Settlement Method applicable immediately after such election, and expressly state that the election is irrevocable and applicable

to all Conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance

of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant

to ‎Section 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment

at its option).

Notwithstanding anything to the contrary

in the foregoing or in the Indenture, (1) the Company irrevocably elects, effective the date of this Supplemental Indenture, to

fix the Settlement Method to Physical Settlement, and (2) the Company shall not be required to otherwise notify Holders, the Trustee

or the Conversion Agent (if other than the Trustee) of such election or otherwise post an announcement of such election on its website

or issue a report on Form 8-K (or any successor form) disclosing such irrevocably elected Settlement Method.

(iii)            Requirement

to Publicly Disclose the Fixed or Default Settlement Method. If the Company changes the Default Settlement Method pursuant to clause

(x) of the proviso to the definition of such term or irrevocably fixes the Settlement Method(s) pursuant to ‎Section 5.03(A)(ii),

then the Company will, substantially concurrently, either post the Default Settlement Method or fixed Settlement Method(s), as applicable,

on its website or disclose the same in a Current Report on Form 8-K (or any successor form) that is filed with, or furnished to,

the SEC.

- 35 -

(B)            Conversion

Consideration.

(i)            Generally.

Subject to Sections ‎5.03(B)(ii), ‎5.03(B)(iii) and 5.09(A)(2), the type and amount of consideration

(the “Conversion Consideration”) due in respect of each $1,000 principal amount of a Note to be Converted will be

as follows:

(1)            if

Physical Settlement applies to such Conversion, subject to ‎Section 5.03(B)(ii), a number of shares of Common Stock equal

to the Conversion Rate in effect on the Conversion Date for such Conversion;

(2)            if

Cash Settlement applies to such Conversion, cash in an amount equal to the sum of the Daily Conversion Values for each VWAP Trading Day

in the Observation Period for such Conversion; or

(3)            if

Combination Settlement applies to such Conversion, consideration consisting, subject to ‎Section 5.03(B)(ii), of (a) a

number of shares of Common Stock equal to the sum of the Daily Share Amounts for each VWAP Trading Day in the Observation Period for

such Conversion; and (b) an amount of cash equal to the sum of the Daily Cash Amounts for each VWAP Trading Day in such Observation

Period.

(ii)            Cash

in Lieu of Fractional Shares. If Physical Settlement or Combination Settlement applies to the Conversion of any Note and the number

of shares of Common Stock deliverable pursuant to ‎Section 5.03(B)(i) upon such Conversion is not a whole number,

then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other consideration

due upon such Conversion, cash in lieu of the related fractional share in an amount equal to the product of (1) such fraction and

(2) (x) the Daily VWAP on the Conversion Date for such Conversion (or, if such Conversion Date is not a VWAP Trading Day, the

immediately preceding VWAP Trading Day), in the case of Physical Settlement; or (y) the Daily VWAP on the last VWAP Trading Day

of the Observation Period for such Conversion, in the case of Combination Settlement.

(iii)            Conversion

of Multiple Notes by a Single Holder. If a Holder Converts more than one (1) Note on a single Conversion Date, then the Conversion

Consideration due in respect of such Conversion will (in the case of any Global Note, to the extent permitted by, and practicable under,

the Depositary Procedures) be computed based on the total principal amount of Notes Converted on such Conversion Date by such Holder.

(iv)            Notice

of Calculation of Conversion Consideration. If Cash Settlement or Combination Settlement applies to the Conversion of any Note, then

the Company will determine the Conversion Consideration due thereupon promptly following the last VWAP Trading Day of the applicable

Observation Period and will promptly thereafter send notice to the Trustee and the Conversion Agent of the same and the calculation thereof

in reasonable detail. Neither the Trustee nor the Conversion Agent will have any duty to make any such determination.

of the Conversion Consideration. Except as set forth in Sections ‎5.05(D) and ‎5.09, the Company will

pay or deliver, as applicable, the Conversion Consideration due upon the Conversion of any Note to the Holder as follows: (i) if

Cash Settlement or Combination Settlement applies to such Conversion, on or before the second (2nd) Business Day immediately after the

last VWAP Trading Day of the Observation Period for such Conversion; and (ii) if Physical Settlement applies to such Conversion,

on or before the second (2nd) Business Day immediately after the Conversion Date for such Conversion; provided, however,

that if (1) any Note is Converted with a Conversion Date occurring after the Regular Record Date immediately preceding the Maturity

Date; and (2) Physical Settlement applies to such Conversion, then (x) the Company will settle such conversion on the Maturity

Date (or, if the Maturity Date is not a Business Day, the next Business Day), as applicable; and (y) the Conversion Date will instead

be deemed to be the Business Day immediately before the Maturity Date.

- 36 -

(D)            Deemed

Payment of Principal and Interest; Settlement of Accrued Interest Notwithstanding Conversion. If a Holder Converts a Note, then the

Company will not adjust the Conversion Rate to account for any accrued and unpaid interest on such Note, and, except as provided in ‎Section 5.02(D),

the Company’s delivery of the Conversion Consideration due in respect of such Conversion will be deemed to fully satisfy and discharge

the Company’s obligation to pay the principal of, and accrued and unpaid interest on, such Note to, but excluding the relevant

Conversion Date. As a result, except as provided in ‎Section 5.02(D), any accrued and unpaid interest on a Converted

Note will be deemed to be paid in full rather than cancelled, extinguished or forfeited. In addition, subject to ‎Section 5.02(D),

upon Conversion, accrued and unpaid interest is first paid by any cash paid upon such Conversion (other than cash paid in lieu of a fractional

share) and thereafter by shares of Common Stock.

Section 5.04      Reserve

and Status of Common Stock Issued Upon Conversion.

(A)            Stock

Reserve. At all times when any Notes are outstanding, the Company will reserve (out of its authorized and not outstanding shares

of Common Stock that are not reserved for other purposes) a number of shares of Common Stock equal to the product of (i) the aggregate

principal amount (expressed in thousands) of all then-outstanding Notes; and (ii) the Conversion Rate then in effect (assuming,

for these purposes, that the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased

pursuant to ‎‎Section 5.07). To the extent the Company delivers shares of Common Stock held in its treasury in settlement

of the Conversion of any Notes, each reference in the Indenture or the Notes to the issuance of shares of Common Stock in connection

therewith will be deemed to include such delivery, mutatis mutandis.

(B)            Status

of Conversion Shares; Listing. Each Conversion Share, if any, delivered upon Conversion of any Note will be a newly issued or treasury

share (except that any Conversion Share delivered by a designated financial institution pursuant to ‎Section 5.08 need

not be a newly issued or treasury share) and will be duly authorized, validly issued, fully paid, non-assessable, free from preemptive

rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of

the Holder of such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities

exchange, or quoted on any inter-dealer quotation system, then the Company will use commercially reasonable efforts to cause each Conversion

Share, when delivered upon Conversion of any Note, to be admitted for listing on such exchange or quotation on such system.

- 37 -

Section 5.05      Adjustments

to the Conversion Rate.

(A)            Events

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

(i)            Stock

Dividends, Splits and Combinations. If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially

all shares of the Common Stock, or if the Company effects a stock split or a stock combination of the Common Stock (in each case excluding

an issuance solely pursuant to a Common Stock Change Event, as to which ‎Section 5.09 will apply), then the Conversion

Rate will be adjusted based on the following formula:

where:

CR0

the

Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately

before the Open of Business on the Effective Date of such stock split or stock combination, as applicable;

CR1

the

Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or Effective Date, as applicable;

OS0

the

number of shares of Common Stock outstanding immediately before the Open of Business on such Ex-Dividend Date or Effective Date,

as applicable, without giving effect to such dividend, distribution, stock split or stock combination; and

OS1

the

number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, stock split or stock

combination.

If any

dividend, distribution, stock split or stock combination of the type described in this ‎‎Section 5.05(A)(i) is

declared or announced, but not so paid or made, then the Conversion Rate will be readjusted, effective as of the date the Board of Directors

determines not to pay such dividend or distribution or to effect such stock split or stock combination, to the Conversion Rate that would

then be in effect had such dividend, distribution, stock split or stock combination not been declared or announced.

(ii)            Rights,

Options and Warrants. If the Company distributes, to all or substantially all holders of Common Stock, rights, options or warrants

(other than rights issued or otherwise distributed pursuant to a stockholder rights plan, as to which Sections ‎5.05(A)(iii)(1) and

‎5.05(F) will apply) entitling such holders, for a period of not more than sixty (60) calendar days after the record

date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of

the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the

Trading Day immediately before the date such distribution is announced, then the Conversion Rate will be increased based on the following

formula:

- 38 -

where:

CR0

the

Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution;

CR1

the

Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

the

number of shares of Common Stock outstanding immediately before 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

number of shares of Common Stock obtained by dividing (x) the aggregate price payable to exercise such rights, options or warrants

by (y) the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days

ending on, and including, the Trading Day immediately before the date such distribution is announced.

To the extent such rights, options

or warrants are not so distributed, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the

increase to the Conversion Rate for such distribution been made on the basis of only the rights, options or warrants, if any, actually

distributed. In addition, to the extent that shares of Common Stock are not delivered after the expiration of such rights, options or

warrants (including as a result of such rights, options or warrants not being exercised), the Conversion Rate will be readjusted to the

Conversion Rate that would then be in effect had the increase to the Conversion Rate for such distribution been made on the basis of

delivery of only the number of shares of Common Stock actually delivered upon exercise of such rights, options or warrants.

For purposes

of this ‎‎Section 5.05(A)(ii) and

‎Section 5.01(C)(i)(3)(a)(I), in determining

whether any rights, options or warrants entitle holders of Common Stock to subscribe for or purchase shares of Common Stock at a price

per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive

Trading Days ending on, and including, the Trading Day immediately before the date the distribution of such rights, options or warrants

is announced, and in determining the aggregate price payable to exercise such rights, options or warrants, there will be taken into account

any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value

of such consideration, if not cash, to be determined by the Company in good faith and in a commercially reasonable manner.

(iii)            Spin-Offs

and Other Distributed Property.

(1)            Distributions

Other than Spin-Offs. If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property

of the Company, or rights, options or warrants to acquire Capital Stock of the Company or other securities, to all or substantially all

holders of the Common Stock, excluding:

(a)            dividends,

distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required (or would be required without regard

to ‎‎Section 5.05(C)) pursuant to ‎Section 5.05(A)(i) or ‎‎5.05(A)(ii);

(b)            dividends

or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required (or would be required without regard

to ‎‎Section 5.05(C)) pursuant to ‎‎Section 5.05(A)(iv);

- 39 -

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

(d)            Spin-Offs

for which an adjustment to the Conversion Rate is required (or would be required without regard to ‎‎Section 5.05(C))

pursuant to ‎‎Section 5.05(A)(iii)(2);

(e)            a

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

apply; and

(f)            a

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

then the Conversion Rate will be increased

based on the following formula:

where:

CR0

the

Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution;

CR1

the

Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

the

average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and

including, the Trading Day immediately before such Ex-Dividend Date; and

FMV

the

fair market value (as determined by the Company in good faith and in a commercially reasonable manner), as of such Ex-Dividend Date,

of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per share of

Common Stock pursuant to such distribution;

provided, however, that

if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Holder will

receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such distribution, at the same time and

on the same terms as holders of Common Stock, and without having to convert its Notes, the amount and kind of shares of Capital Stock,

evidences of indebtedness, assets, property, rights, options or warrants that such Holder would have received in such distribution if

such Holder had owned, on such record date, a number of shares of Common Stock equal to the Conversion Rate in effect on such record

date.

To the extent such distribution is

not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been

made on the basis of only the distribution, if any, actually made or paid.

- 40 -

(2)            Spin-Offs.

If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to

an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than

solely pursuant to (x) a Common Stock Change Event, as to which ‎Section 5.09 will apply; or (y) a tender offer

or exchange offer for shares of Common Stock, as to which ‎Section 5.05(A)(v) will apply), and such Capital Stock

or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities

exchange (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula:

where:

CR0

the

Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such

Spin-Off;

CR1

the

Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period;

FMV

the

product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed

in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning

on, and including, the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the

definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or

equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of

Common Stock in such Spin-Off; and

the

average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period.

Notwithstanding

anything to the contrary in this ‎‎Section 5.05(A)(iii)(2),

(i) if any VWAP Trading Day of the Observation Period for a Note whose Conversion will be settled pursuant to Cash Settlement or

Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion

Rate for such VWAP Trading Day for such Conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring

in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if

the Conversion Date for a Note whose Conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation

Period for such Spin-Off, then, solely for purposes of determining the Conversion Consideration due in respect of such Conversion, such

Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend

Date for such Spin-Off to, and including, such Conversion Date.

To the

extent any dividend or distribution of the type set forth in this ‎‎Section 5.05(A)(iii)(2) is

declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment

been made on the basis of only the dividend or distribution, if any, actually made or paid.

- 41 -

(iv)            Cash

Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Common Stock, then

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

where:

CR0

the

Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution;

CR1

the

Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

the

Last Reported Sale Price per share of Common Stock on the Trading Day immediately before such Ex-Dividend Date; and

the

cash amount distributed per share of Common Stock in such dividend or distribution;

provided, however, that

if D is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Holder will

receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such dividend or distribution, at the same

time and on the same terms as holders of Common Stock, and without having to convert its Notes, the amount of cash that such Holder would

have received in such dividend or distribution if such Holder had owned, on such record date, a number of shares of Common Stock equal

to the Conversion Rate in effect on such record date.

To the extent such dividend or distribution

is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the

adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

(v)            Tender

Offers or Exchange Offers. If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer

for shares of Common Stock (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the Exchange

Act), and the value (determined as of the Expiration Time by the Company in good faith and in a commercially reasonable manner) of the

cash and other consideration paid or payable per share of Common Stock in such tender or exchange offer exceeds the Last Reported Sale

Price per share of Common Stock on the Trading Day immediately after the last date (the “Expiration Date”) on which

tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended), then the Conversion Rate will be increased

based on the following formula:

- 42 -

where:

CR0

the

Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation

Period for such tender or exchange offer;

CR1

the

Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation

Period;

the

aggregate value (determined as of the time (the “Expiration Time”) such tender or exchange offer expires by the

Company in good faith and in a commercially reasonable manner) of all cash and other consideration paid or payable for shares of

Common Stock purchased or exchanged in such tender or exchange offer;

OS0

the

number of shares of Common Stock outstanding immediately before the Expiration Time (including all shares of Common Stock accepted

for purchase or exchange in such tender or exchange offer);

OS1

the

number of shares of Common Stock outstanding immediately after the Expiration Time (excluding all shares of Common Stock accepted

for purchase or exchange in such tender or exchange offer); and

the

average of the Last Reported Sale Prices per share of Common Stock over the ten (10) consecutive Trading Day period (the “Tender/Exchange

Offer Valuation Period”) beginning on, and including, the Trading Day immediately after the Expiration Date;

provided,

however, that the Conversion Rate will in no event be adjusted down pursuant to this ‎‎Section 5.05(A)(v),

except to the extent provided in the immediately following paragraph. Notwithstanding anything to the contrary in this ‎‎Section 5.05(A)(v),

if (i) any VWAP Trading Day of the Observation Period for a Note whose Conversion will be settled pursuant to Cash Settlement or

Combination Settlement occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange offer, then, solely for purposes

of determining the Conversion Rate for such VWAP Trading Day for such Conversion, such Tender/Exchange Offer Valuation Period will be

deemed to consist of the Trading Days occurring in the period from, and including, the Trading Day immediately after the Expiration Date

for such tender or exchange offer to, and including, such VWAP Trading Day and (ii) if the Conversion Date for a Note whose Conversion

will be settled pursuant to Physical Settlement occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange

offer, then, solely for purposes of determining the Conversion Consideration due in respect of such Conversion, such Tender/Exchange

Offer Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Trading Day immediately

after the Expiration Date to, and including, such Conversion Date.

To the extent such tender or exchange

offer is announced but not consummated (including as a result of being precluded from consummating such tender or exchange offer under

applicable law), or any purchases or exchanges of shares of Common Stock in such tender or exchange offer are rescinded, the Conversion

Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the purchases

or exchanges of shares of Common Stock, if any, actually made, and not rescinded, in such tender or exchange offer.

(B)            No

Adjustments in Certain Cases.

(i)            Where

Holders Participate in the Transaction or Event Without Conversion. Notwithstanding anything to the contrary in ‎Section 5.05(A),

the Company will not be obligated to adjust the Conversion Rate on account of a transaction or other event otherwise requiring an adjustment

pursuant to ‎Section 5.05(A) (other than a stock split or combination of the type set forth in ‎Section 5.05(A)(i) or

a tender or exchange offer of the type set forth in ‎Section 5.05(A)(v)) if each Holder participates, at the same time

and on the same terms as holders of Common Stock, and solely by virtue of being a Holder of Notes, in such transaction or event without

having to Convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the

Conversion Rate in effect on the related record date; and (ii) the aggregate principal amount (expressed in thousands) of Notes

held by such Holder on such date.

- 43 -

(ii)            Certain

Events. The Company will not be required to adjust the Conversion Rate except as provided in ‎Section 5.05 or ‎Section 5.07.

Without limiting the foregoing, the Company will not be obligated to adjust the Conversion Rate on account of:

(1)            except

as otherwise provided in ‎Section 5.05, the sale of shares of Common Stock for a purchase price that is less than the

market price per share of Common Stock or less than the Conversion Price;

(2)            the

issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest

payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any such

plan;

(3)            the

issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee,

director or consultant benefit plan or program of, or assumed by, the Company or any of its Subsidiaries;

(4)            the

issuance of any shares of Common Stock pursuant to any option, warrant, right or convertible or exchangeable security of the Company

outstanding as of the Issue Date;

(5)            solely

a change in the par value of the Common Stock; or

(6)            accrued

and unpaid interest on the Notes.

Deferral. If an adjustment to the Conversion Rate otherwise required by this ‎Article 5 would result in a change

of less than one percent (1%) to the Conversion Rate, then, notwithstanding anything to the contrary in this ‎Article 5,

the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect

immediately upon the earliest of the following: (i) when all such deferred adjustments would, had they not been so deferred and

carried forward, result in a change of at least one percent (1%) to the Conversion Rate; (ii) the Conversion Date of any Note (in

the case of Physical Settlement), or each VWAP Trading Day of an Observation Period for any Note (in the case of Cash Settlement or Combination

Settlement); (iii) the date a Fundamental Change or Make-Whole Fundamental Change occurs; (iv) the date the Company calls any

Notes for Redemption; and (v) January 1, 2032.

(D)            Adjustments

Not Yet Effective. Notwithstanding anything to the contrary in the Indenture or the Notes, if:

(i)            a

Note is to be Converted and Physical Settlement or Combination Settlement applies to such Conversion;

- 44 -

(ii)            the

record date, Effective Date or Expiration Time for any event that requires an adjustment to the Conversion Rate pursuant to ‎Section 5.05(A) has

occurred on or before the Conversion Date for such Conversion (in the case of Physical Settlement) or on or before any VWAP Trading Day

in the Observation Period for such Conversion (in the case of Combination Settlement), but an adjustment to the Conversion Rate for such

event has not yet become effective as of such Conversion Date or VWAP Trading Day, as applicable;

(iii)           the

Conversion Consideration due upon such Conversion includes whole shares of Common Stock (in the case of Physical Settlement) or due in

respect of such VWAP Trading Day includes any whole or fractional shares of Common Stock (in the case of Combination Settlement); and

(iv)

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

then, solely for purposes of such Conversion,

the Company will, without duplication, give effect to such adjustment on such Conversion Date (in the case of Physical Settlement) or

such VWAP Trading Day (in the case of Combination Settlement). In such case, if the date on which the Company is otherwise required to

deliver the consideration due upon such Conversion is before the first date on which the amount of such adjustment can be determined,

then the Company will delay the settlement of such Conversion until the second (2nd) Business Day after such first date.

(E)            Conversion

Rate Adjustments Where Converting Holders Participate in the Relevant Transaction or Event. Notwithstanding anything to the contrary

in the Indenture or the Notes, if:

(i)            a

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

(ii)           a

Note is to be Converted pursuant to Physical Settlement or Combination Settlement;

(iii)          the

Conversion Date for such Conversion (in the case of Physical Settlement) or any VWAP Trading Day in the Observation Period for such Conversion

(in the case of Combination Settlement) occurs on or after such Ex-Dividend Date and on or before the related record date;

(iv)          the

Conversion Consideration due upon such Conversion includes any whole shares of Common Stock (in the case of Physical Settlement) or due

in respect of such VWAP Trading Day includes any whole or fractional shares of Common Stock (in the case of Combination Settlement),

in each case based on a Conversion Rate that is adjusted for such dividend or distribution; and

(v)           such

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

then:

(x)            in

the case of Physical Settlement, such Conversion Rate adjustment will not be given effect for such Conversion and the shares of Common

Stock issuable upon such Conversion based on such unadjusted Conversion Rate will not be entitled to participate in such dividend or

distribution, but there will be added, to the Conversion Consideration otherwise due upon such Conversion, the same kind and amount of

consideration that would have been delivered in such dividend or distribution with respect to such shares of Common Stock had such shares

been entitled to participate in such dividend or distribution; and

- 45 -

(y)            in

the case of Combination Settlement, the Conversion Rate adjustment relating to such Ex-Dividend Date will be made for such Conversion

in respect of such VWAP Trading Day, but the shares of Common Stock issuable with respect to such VWAP Trading Day based on such adjusted

Conversion Rate will not be entitled to participate in such dividend or distribution.

(F)            Stockholder

Rights Plans. If any shares of Common Stock are to be issued upon Conversion of any Note and, at the time of such Conversion, the

Company has in effect any stockholder rights plan, then the Holder of such Note will be entitled to receive, in addition to, and concurrently

with the delivery of, the Conversion Consideration otherwise payable under the Indenture upon such Conversion, the rights set forth in

such stockholder rights plan, unless such rights have separated from the Common Stock at such time, in which case, and only in such case,

the Conversion Rate will be adjusted pursuant to ‎Section 5.05(A)(iii)(1) on account of such separation as if, at

the time of such separation, the Company had made a distribution of the type referred to in such Section to all holders of the Common

Stock, subject to potential readjustment in accordance with the last paragraph of ‎Section 5.05(A)(iii)(1).

(G)            Limitation

on Effecting Transactions Resulting in Certain Adjustments. The Company will not engage in or be a party to any transaction or event

that would require the Conversion Rate to be adjusted pursuant to ‎Section 5.05(A) or ‎Section 5.07

to an amount that would result in the Conversion Price per share of Common Stock being less than the par value per share of Common Stock.

(H)            Equitable

Adjustments to Prices. Whenever any provision of the Indenture requires the Company to calculate the average of the Last Reported

Sale Prices, or any function thereof, the Daily VWAPs, the Daily Conversion Values, the Daily Cash Amounts or the Daily Share Amounts

over a period of multiple days (including over an Observation Period, to calculate an adjustment to the Conversion Rate and the period,

if any, for determining the Stock Price for purposes of a Make-Whole Fundamental Change), the Company will, acting in good faith and

in a commercially reasonable manner, make appropriate adjustments, if any, to those calculations 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 applicable, of the event occurs, at any time during such period or Observation Period, as applicable.

(I)            Calculation

of Number of Outstanding Shares of Common Stock. For purposes of ‎Section 5.05(A), the number of shares of Common

Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares

of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend

or makes any distribution on shares of Common Stock held in its treasury).

(J)            Calculations.

All calculations with respect to the Conversion Rate and adjustments thereto will be made to the nearest 1/10,000th of a share of Common

Stock (with 5/100,000ths rounded upward) or to the nearest cent (with 0.5 of a cent rounded upward), as applicable.

(K)            Notice

of Conversion Rate Adjustments. Upon the effectiveness of any adjustment to the Conversion Rate pursuant to ‎Section 5.05(A),

the Company will promptly send notice to the Holders, the Trustee and the Conversion Agent (if other than the Trustee) containing (i) a

brief description of the transaction or other event on account of which such adjustment was made; (ii) the Conversion Rate in effect

immediately after such adjustment; and (iii) the effective time of such adjustment.

- 46 -

Section 5.06        Voluntary

Adjustments.

(A)            Generally.

To the extent permitted by law and applicable stock exchange rules, the Company, from time to time, may (but is not required to) increase

the Conversion Rate by any amount if (i) the Board of Directors determines that such increase is either (x) in the best interest

of the Company; or (y) advisable to avoid or diminish any income tax imposed on holders of Common Stock or rights to purchase Common

Stock as a result of any dividend or distribution of shares (or rights to acquire shares) of Common Stock or any similar event; (ii) such

increase is in effect for a period of at least twenty (20) Business Days; and (iii) such increase is irrevocable during such period.

(B)            Notice

of Voluntary Increases. If the Board of Directors determines to increase the Conversion Rate pursuant to ‎Section 5.06(A),

then, no later than the first Business Day of the related twenty (20) or more Business Day period referred to in ‎Section 5.06(A),

the Company will send notice to each Holder, the Trustee and the Conversion Agent of such increase, the amount thereof and the period

during which such increase will be in effect.

Section 5.07        Adjustments

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

(A)            Generally.

If a Make-Whole Fundamental Change occurs and the Conversion Date for the Conversion of a Note occurs during the related Make-Whole Fundamental

Change Conversion Period, then, subject to this ‎Section 5.07, the Conversion Rate applicable to such Conversion will

be increased by a number of shares (the “Additional Shares”) set forth in the table below corresponding (after interpolation

as provided in, and subject to, the provisions below) to the Make-Whole Fundamental Change Effective Date and the Stock Price of such

Make-Whole Fundamental Change:

Make-Whole

Fundamental

Stock

Price

Change

Effective Date

$20.00

$23.00

$26.50

$30.00

$34.45

$45.00

$60.00

$85.00

$120.00

$160.00

March 31,

2026

12.2642

9.6183

7.4479

5.9020

4.5045

2.5691

1.2913

0.4529

0.0831

0.0000

April 1,

2027

12.2642

9.6183

7.4479

5.8373

4.3942

2.4356

1.1832

0.3932

0.0623

0.0000

April 1,

2028

12.2642

9.6183

7.3355

5.6490

4.1678

2.2149

1.0235

0.3142

0.0401

0.0000

April 1,

2029

12.2642

9.5943

7.0162

5.2640

3.7634

1.8722

0.7997

0.2152

0.0159

0.0000

April 1,

2030

12.2642

9.1570

6.3921

4.5790

3.0946

1.3700

0.5140

0.1106

0.0007

0.0000

April 1,

2031

12.2642

8.1617

5.1143

3.2760

1.9324

0.6622

0.2005

0.0284

0.0000

April 1,

2032

12.2642

5.7426

0.0000

If such Make-Whole Fundamental

Change Effective Date or Stock Price is not set forth in the table above, then:

(i)            if

such Stock Price is between two Stock Prices in the table above or the Make-Whole Fundamental Change Effective Date is between two dates

in the table above, then the number of Additional Shares will be determined by straight-line interpolation between the numbers of Additional

Shares set forth for the higher and lower Stock Prices in the table above or the earlier and later dates in the table above, based on

a 365- or 366-day year, as applicable; and

(ii)            if

the Stock Price is greater than $160.00 (subject to adjustment in the same manner as the Stock Prices set forth in the column headings

of the table above are adjusted pursuant to ‎Section 5.07(B)), or less than 20.00 (subject to adjustment in the same

manner), per share of Common Stock, then no Additional Shares of Common Stock will be added to the Conversion Rate.

- 47 -

Notwithstanding

anything to the contrary in the Indenture or the Notes, in no event will the Conversion Rate be increased to an amount that exceeds 50.0000

shares of Common Stock per $1,000 principal amount of Notes, which amount is subject to adjustment in the same manner as, and at the

same time and for the same events for which, the Conversion Rate is required to be adjusted pursuant to ‎‎Section 5.05(A).

For

the avoidance of doubt, but subject to ‎‎Section 4.03(I),

(x) the sending of a Redemption Notice will constitute a Make-Whole Fundamental Change only with respect to the Notes called (or

deemed called) for Redemption pursuant to such Redemption Notice, and not with respect to any other Notes; and (y) the Conversion

Rate applicable to the Notes not so called (or deemed called) for Redemption will not be subject to increase pursuant to this ‎‎Section 5.07

on account of such Redemption Notice.

(B)            Adjustment

of Stock Prices and Number of Additional Shares. The Stock Prices in the first row (i.e., the column headers) of the table

set forth in ‎Section 5.07(A) will be adjusted in the same manner as, and at the same time and for the same events

for which, the Conversion Price is adjusted as a result of the operation of ‎Section 5.05(A). The numbers of Additional

Shares in the table set forth in ‎Section 5.07(A) will be adjusted in the same manner as, and at the same time and

for the same events for which, the Conversion Rate is adjusted pursuant to ‎Section 5.05(A).

of the Occurrence of a Make-Whole Fundamental Change. If a Make-Whole Fundamental Change occurs pursuant to clause (A) of

the definition thereof, then, promptly and in no event later than the second Business Day immediately after the Make-Whole Fundamental

Change Effective Date of such Make-Whole Fundamental Change, the Company will notify the Holders of the occurrence of such Make-Whole

Fundamental Change and of such Make-Whole Fundamental Change Effective Date, briefly stating the circumstances under which the Conversion

Rate will be increased pursuant to this ‎Section 5.07 in connection with such Make-Whole Fundamental Change, in

accordance with ‎Section 5.01(C)(i)(3)(b). The Company will notify the Holders of each Make-Whole Fundamental Change

occurring pursuant to clause (B) of the definition thereof in the related Redemption Notice in accordance with ‎Section 4.03(F) (with

a copy to the Trustee, the Paying Agent, if other than the Trustee, and the Conversion Agent, if other than the Trustee).

(D)            Settlement

of Cash Make-Whole Fundamental Changes. For the avoidance of doubt, if holders of Common Stock receive solely cash in a Make-Whole

Fundamental Change, then, pursuant to ‎Section 5.09, conversions of Notes will thereafter be settled no later than the

second (2nd) Business Day after the relevant Conversion Date.

Section 5.08        Exchange

in Lieu of Conversion.

Notwithstanding

anything to the contrary in this ‎‎Article 5,

and subject to the terms of this ‎‎Section 5.08,

if a Note is submitted for Conversion, the Company may elect to arrange to have such Note exchanged in lieu of Conversion by a financial

institution designated by the Company. To make such election, the Company must send notice of such election to the Holder of such Note,

the Trustee and the Conversion Agent (if other than the Trustee) before the Close of Business on the Business Day immediately following

the Conversion Date for such Note. If the Company has made such election, then:

(A)            no

later than the Business Day immediately following such Conversion Date, the Company must deliver (or cause the Conversion Agent to deliver)

such Note, together with delivery instructions for the Conversion Consideration due upon such Conversion (including wire instructions,

if applicable), to a financial institution designated by the Company that has agreed to deliver such Conversion Consideration in the

manner and at the time the Company would have had to deliver the same pursuant to this ‎Article 5;

- 48 -

(B)            if

such Note is a Global Note, then (i) such designated institution will send written confirmation to the Conversion Agent promptly

after wiring the cash Conversion Consideration, if any, and delivering any other Conversion Consideration, due upon such Conversion to

the Holder of such Note; and (ii) the Conversion Agent will as soon as reasonably practicable thereafter contact such Holder’s

custodian with the Depositary to confirm receipt of the same; and

Note will not cease to be outstanding by reason of such exchange in lieu of Conversion;

provided,

however, that if such financial institution does not accept such Note or fails to timely deliver such Conversion Consideration,

then the Company will be responsible for delivering such Conversion Consideration in the manner and at the time provided in this ‎‎Article 5

as if the Company had not elected to make an exchange in lieu of Conversion.

Section 5.09        Effect

of Common Stock Change Event.

(A)            Generally.

If there occurs any:

(i)            recapitalization,

reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision or combination of the

Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value and (z) stock splits

and stock combinations that do not involve the issuance of any other series or class of securities);

(ii)           consolidation,

merger, combination or binding or statutory share exchange involving the Company;

(iii)          sale,

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

(iv)          other

similar event,

and, as a result of which, the Common Stock is

converted into, or is exchanged for, or represents solely the right to receive, other securities, cash or other property, or any combination

of the foregoing (such an event, a “Common Stock Change Event,” and such other securities, cash or property, the “Reference

Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled

to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional

portion of any security or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary

in the Indenture or the Notes,

(1)            from

and after the effective time of such Common Stock Change Event, (I) the Conversion Consideration due upon Conversion of any Note,

and the conditions to any such Conversion, will be determined in the same manner as if each reference to any number of shares of Common

Stock in this ‎‎Article 5 (or in any related definitions) were instead a reference to the same number of Reference

Property Units; (II) for purposes of ‎‎Section 4.03, each reference to any number of shares of Common Stock

in such Section (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property

Units; and (III) for purposes of the definitions of “Fundamental Change” and “Make-Whole Fundamental Change,”

references to “Common Stock” and the Company’s “Common Equity” will be deemed to refer to the Common Equity

(including depositary receipts representing Common Equity), if any, forming part of such Reference Property;

- 49 -

(2)            if

such Reference Property Unit consists entirely of cash, then (I) each Conversion of any Note with a Conversion Date that occurs

on or after the effective date of such Common Stock Change Event will be settled entirely in cash in an amount, per $1,000 principal

amount of such Note being Converted, equal to the product of (x) the Conversion Rate in effect on such Conversion Date (including,

for the avoidance of doubt, any increase to such Conversion Rate pursuant to ‎‎Section 5.07, if applicable); and

(y) the amount of cash constituting such Reference Property Unit; and (II) the Company will settle each such Conversion no

later than the second (2nd) Business Day after the relevant Conversion Date; and

(3)            for

these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of Common Equity securities

will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for

such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does

not consist of a class of Common Equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof

that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable,

determined in good faith and in a commercially reasonable manner by the Company (or, in the case of cash denominated in dollars, the

face amount thereof).

If the Reference Property

consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition

of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received,

per share of Common Stock, by the holders of Common Stock. The Company will notify Holders, the Trustee and the Conversion Agent (if

other than the Trustee) of such weighted average as soon as practicable after such determination is made.

or before the effective time of such Common Stock Change Event, the Company and the resulting, surviving or transferee Person (if not

the Company) of such Common Stock Change Event (the “Successor Person”) will execute and deliver to the Trustee a

supplemental indenture pursuant to ‎‎Section 8.01(F),

which supplemental indenture will (x) provide for subsequent Conversions of Notes in the manner set forth in this ‎‎Section 5.09;

(y) provide for subsequent adjustments to the Conversion Rate pursuant to ‎‎Section 5.05(A) in

a manner consistent with this ‎‎Section 5.09;

and (z) contain such other provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests

of the Holders and to give effect to the provisions of this ‎‎Section 5.09(A).

If the Reference Property includes shares of stock or other securities or assets (other than cash) of a Person other than the Successor

Person, then such other Person will also execute such supplemental indenture and such supplemental indenture will contain such additional

provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests of the Holders.

(B)            Notice

of Common Stock Change Events. The Company will provide notice of each Common Stock Change Event to Holders, the Trustee and the

Conversion Agent (if other than the Trustee) no later than the second (2nd) Business Day after the effective date of such Common Stock

Change Event, including a brief description of such Common Stock Change Event, its effective date and a brief description of the anticipated

change in the conversion right of the Notes.

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

- 50 -

Article 6.        Successors

This

‎Article 6 will apply to the Notes in lieu

of Article 5 of the Base Indenture, which will be deemed to be replaced with this ‎Article 6,

mutatis mutandis.

Section 6.01        When

the Company May Merge, Etc.

(A)            Generally.

The Company will not consolidate with or merge with or into, or (directly, or indirectly through one or more of its Subsidiaries) sell,

lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and

its Subsidiaries, taken as a whole, to another Person (a “Business Combination Event”), unless:

(i)            the

resulting, surviving or transferee Person either (x) is the Company or (y) if not the Company, is a Qualified Successor Entity

(such Qualified Successor Entity, the “Successor Entity”) duly organized and existing under the laws of the United

States of America, any State thereof or the District of Columbia that expressly assumes (by executing and delivering to the Trustee,

at or before the effective time of such Business Combination Event, a supplemental indenture pursuant to ‎Section 8.01(E))

all of the Company’s obligations under the Indenture and the Notes; and

(ii)            immediately

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

(B)            Delivery

of Officer’s Certificate and Opinion of Counsel to the Trustee. At or before the effective time of any Business Combination

Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such

Business Combination Event (and, if applicable, the related supplemental indenture) comply with ‎Section 6.01(A); and

(ii) all conditions precedent to such Business Combination Event provided in the Indenture have been satisfied.

Section 6.02        Successor

Entity Substituted.

the effective time of any Business Combination Event that complies with ‎‎Section 6.01,

the Successor Entity (if not the Company) will succeed to, and may exercise every right and power of, the Company under the Indenture

and the Notes with the same effect as if such Successor Entity had been named as the Company in the Indenture and the Notes, and, except

in the case of a lease, the predecessor Company will be discharged from its obligations under the Indenture and the Notes.

Section 6.03        Exclusion

for Asset Transfers with Wholly Owned Subsidiaries.

Notwithstanding

anything to the contrary in this ‎‎Article 6,

this ‎‎Article 6 will not apply

to any transfer of assets (other than by merger or consolidation) between or among the Company and any one or more of its Wholly Owned

Subsidiaries.

- 51 -

Article 7.        Defaults

and Remedies

This

‎Article 7 will apply to the Notes in lieu

of Article 6 of the Base Indenture, which will be deemed to be replaced with this ‎Article 7,

mutatis mutandis.

Section 7.01        Events

of Default.

(A)            Definition

of Events of Default. “Event of Default” means the occurrence of any of the following:

(i)            a

default in the payment when due (whether at maturity, upon Redemption or Repurchase Upon Fundamental Change or otherwise) of the principal

of, or the Redemption Price or Fundamental Change Repurchase Price for, any Note;

(ii)           a

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

(iii)          the

Company’s failure to deliver, when required by the Indenture, a Fundamental Change Notice, or a notice pursuant to ‎Section 5.01(C)(i)(3),

if (in the case of any notice other than a notice pursuant to ‎Section 5.01(C)(i)(3)(a)) such failure is not cured within

three (3) Business Days after its occurrence (or, in the case of a notice pursuant to ‎Section 5.01(C)(i)(3)(a),

when due);

(iv)          a

default in the Company’s obligation to Convert a Note in accordance with ‎Article 5 upon the exercise of the Conversion

right with respect thereto, if such default is not cured within three (3) Business Days after its occurrence;

(v)           a

default in the Company’s obligations under ‎Article 6;

(vi)          a

default in any of the Company’s obligations or agreements under the Indenture or the Notes (other than a default set forth in clause

(i), (ii), (iii), (iv) or (v) of this ‎Section 7.01(A)) where such default

is not cured or waived within sixty (60) days after notice to the Company by the Trustee, or to the Company and the Trustee by Holders

of at least twenty five percent (25%) of the aggregate principal amount of Notes then outstanding, which notice must specify such default,

demand that it be remedied and state that such notice is a “Notice of Default”;

(vii)         a

default by the Company or any of the Company’s Significant Subsidiaries with respect to any one or more mortgages, agreements or

other instruments under which there is outstanding, or by which there is secured or evidenced, any indebtedness for money borrowed of

at least thirty million dollars ($30,000,000) (or its foreign currency equivalent) in the aggregate of the Company or any of the Company’s

Significant Subsidiaries, whether such indebtedness exists as of the Issue Date or is thereafter created, where such default:

(1)            constitutes

a failure to pay the principal of such indebtedness when due and payable at its stated maturity, upon required repurchase, upon declaration

of acceleration or otherwise, in each case after the expiration of any applicable grace period; or

(2)            results

in such indebtedness becoming or being declared due and payable before its stated maturity,

in each case where such default is

not cured or waived within thirty (30) days after notice to the Company by the Trustee or to the Company and the Trustee by Holders of

at least twenty five percent (25%) of the aggregate principal amount of Notes then outstanding;

(viii)        a

final judgment being rendered against the Company or any of its Significant Subsidiaries for the payment of at least thirty million dollars

($30,000,000) (or its foreign currency equivalent) (excluding any amounts covered by insurance), where such judgment is not discharged

or stayed within sixty (60) days after (i) the date on which the right to appeal the same has expired, if no such appeal has commenced;

or (ii) the date on which all rights to appeal have been extinguished;

- 52 -

(ix)           the

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

(1)            commences

a voluntary case or proceeding;

(2)            consents

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

(3)            consents

to the appointment of a custodian of it or for any substantial part of its property;

(4)            makes

a general assignment for the benefit of its creditors;

(5)            takes

any comparable action under any foreign Bankruptcy Law; or

(6)            generally

is not paying its debts as they become due; or

(x)            a

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

(1)            is

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

(2)            appoints

a custodian of the Company or any of its Significant Subsidiaries, or for any substantial part of the property of the Company or any

of its Significant Subsidiaries;

(3)            orders

the winding up or liquidation of the Company or any of its Significant Subsidiaries; or

(4)            grants

any similar relief under any foreign Bankruptcy Law,

and,

in each case under this ‎‎Section 7.01(A)(x),

such order or decree remains unstayed and in effect for at least sixty (60) days.

For the avoidance

of doubt, any failure by the Company to provide any notice under the Indenture other than as set forth in ‎Section 7.01(A)(iii) above

shall be subject to ‎Section 7.01(A)(vi) above

(including the 60-day cure period contained therein).

(B)            Cause

Irrelevant. Each of the events set forth in ‎Section 7.01(A) will constitute an Event of Default regardless

of the cause thereof or whether voluntary or involuntary or 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.

Section 7.02        Acceleration.

(A)            Automatic

Acceleration in Certain Circumstances. If an Event of Default set forth in Section 7.01(A)(ix) or ‎7.01(A)(x) occurs

with respect to the Company (and not solely with respect to a Significant Subsidiary of the Company), then the principal amount of, and

all accrued and unpaid interest, if any, on, all of the Notes then outstanding will immediately become due and payable without any further

action or notice by any Person.

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(B)            Optional

Acceleration. Subject to ‎Section 7.03, if an Event of Default (other than an Event of Default set forth in Section 7.01(A)(ix) or

‎7.01(A)(x) with respect to the Company and not solely with respect to a Significant Subsidiary of the Company) occurs

and is continuing, then the Trustee, by notice to the Company, or Holders of at least twenty five percent (25%) of the aggregate principal

amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and

unpaid interest, if any, on, all of the Notes then outstanding to become due and payable immediately. For the avoidance of doubt, if

such Event of Default is not continuing at the time such notice is provided (that is, such Event of Default has been cured or waived

as of such time), then such notice will not be effective to cause such amounts to become due and payable immediately.

of Acceleration. Notwithstanding anything to the contrary in the Indenture or the Notes, the Holders of a majority in aggregate principal

amount of the Notes then outstanding, by notice to the Company and the Trustee, may, on behalf of all Holders, rescind any acceleration

of the Notes and its consequences if (i) such rescission would not conflict with any judgment or decree of a court of competent

jurisdiction; and (ii) all existing Events of Default (except the non-payment of principal of, or interest, if any, on, the Notes

that has become due solely because of such acceleration) have been cured or waived. No such rescission will affect any subsequent Default

or impair any right consequent thereto.

Section 7.03        Sole

Remedy for a Failure to Report.

(A)            Generally.

Notwithstanding anything to the contrary in the Indenture or the Notes, the Company may elect that the sole remedy for any Event of Default

(a “Reporting Event of Default”) pursuant to ‎Section 7.01(A)(vi) arising from the Company’s

failure to comply with ‎Section 3.02 (including the Company’s obligations under Section 314(a)(1) of

the Trust Indenture Act) will, for each of the first three hundred and sixty five (365) calendar days on which such Reporting Event of

Default has occurred and is continuing, consist exclusively of the accrual of Special Interest on the Notes. If the Company has made

such an election, then (i) the Notes will be subject to acceleration pursuant to ‎Section 7.02 on account of the

relevant Reporting Event of Default from, and including, the three hundred and sixty-sixth (366th) calendar day on which such Reporting

Event of Default has occurred and is continuing or if the Company fails to pay any accrued and unpaid Special Interest when due; and

(ii) Special Interest will cease to accrue on any Notes from, and including, such three hundred sixty-sixth (366th) calendar day

(it being understood that interest on any defaulted Special Interest will nonetheless accrue pursuant to ‎Section 2.04(B)).

(B)            Amount

and Payment of Special Interest. Any Special Interest that accrues on a Note pursuant to ‎Section 7.03(A) will

accrue at a rate per annum equal to one quarter of one percent (0.25%) of the principal amount thereof for the first one hundred and

eighty (180) days on which such Reporting Event of Default is continuing and Special Interest accrues and, thereafter, at a rate per

annum equal to one half of one percent (0.50%) of the principal amount thereof, to, and including, the three hundred and sixty-fifth

(365th) calendar day on which such Reporting Event of Default is continuing and Special Interest accrues. For the avoidance of doubt,

any Special Interest that accrues on a Note will be in addition to the Stated Interest that accrues on such Note.

of Election. To make the election set forth in ‎Section 7.03(A), the Company must send to the Holders, the Trustee

and the Paying Agent (if other than the Trustee), before the date on which each Reporting Event of Default first occurs, a notice that

(i) briefly describes the report(s) that the Company failed to file with the SEC; (ii) states that the Company is electing

that the sole remedy for such Reporting Event of Default consist of the accrual of Special Interest; and (iii) briefly describes

the periods during which and rate at which Special Interest will accrue and the circumstances under which the Notes will be subject to

acceleration on account of such Reporting Event of Default.

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(D)            Notice

to Trustee and Paying Agent; Trustee’s Disclaimer. If Special Interest accrues on any Note, then, no later than five (5) Business

Days before each date on which such Special Interest is to be paid, the Company will deliver an Officer’s Certificate to the Trustee

and the Paying Agent stating (i) that the Company is obligated to pay Special Interest on such Note on such date of payment; and

(ii) the amount of such Special Interest that is payable on such date of payment. The Trustee will have no duty to determine whether

any Special Interest is payable or the amount thereof.

(E)            No

Effect on Other Events of Default. No election pursuant to this ‎Section 7.03 with respect to a Reporting Event of

Default will affect the rights of any Holder with respect to any other Event of Default, including with respect to any other Reporting

Event of Default.

Section 7.04        Other

Remedies.

(A)            Trustee

May Pursue All Remedies. If an Event of Default occurs and is continuing, then the Trustee may pursue any available remedy to

collect the payment of any amounts due with respect to the Notes or to enforce the performance of any provision of the Indenture or the

Notes.

(B)            Procedural

Matters. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in such

proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy following an Event of Default will not

impair the right or remedy or constitute a waiver of, or acquiescence in, such Event of Default. All remedies will be cumulative to the

extent permitted by law.

Section 7.05        Waiver

of Past Defaults.

Event of Default pursuant to clause ‎(i), ‎(ii), ‎(iv) or ‎(vi) of ‎‎Section 7.01(A) (that,

in the case of clause (vi) only, results from a Default under any covenant that cannot be amended without the consent of

each affected Holder), and a Default that could lead to such an Event of Default, can be waived only with the consent of each affected

Holder. Each other Default or Event of Default may be waived, on behalf of all Holders, by the Holders of a majority in aggregate principal

amount of the Notes then outstanding. If an Event of Default is so waived, then it will cease to exist. If a Default is so waived, then

it will be deemed to be cured and any Event of Default arising therefrom will be deemed not to occur. However, no such waiver will extend

to any subsequent or other Default or Event of Default or impair any right arising therefrom.

Section 7.06        Cure

of Defaults; Ability to Cure or Waive Before Event of Default Occurs.

For the avoidance of doubt,

and without limiting the manner in which any Default can be cured, ‎(A) a Default or Event of Default consisting of a failure

to send a notice in accordance with the Indenture will be cured upon the sending of such notice; ‎(B) a Default or Event of

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 Indenture, of such payment (or other consideration) together, if applicable, with Default Interest thereon; and ‎(C) a

Default or Event of Default that is (or, after notice, passage of time or both, would be) a Reporting Event of Default will be cured

upon the filing of the relevant report(s) giving rise to such Reporting Event of Default; provided that (i) the cure

of any Event of Default shall not invalidate any acceleration of the Notes on account of such Event of Default that was properly effected

prior to such time as such Event of Default was cured and (ii) the cure of any Reporting Event of Default shall not affect the Company’s

obligation to pay any Special Interest that accrues prior to the time of such cure. In addition, for the avoidance of doubt, 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.

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Section 7.07        Control

by Majority.

Holders of a majority in

aggregate principal amount of the Notes then outstanding may direct the time, method and place of conducting any proceeding for exercising

any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction

that conflicts with law, the Indenture or the Notes, or that, subject to ‎Section 7.1 of the Base Indenture, the Trustee determines

may be unduly prejudicial to the rights of other Holders or may involve the Trustee in liability, unless the Trustee is offered (and,

if requested, provided with) security and indemnity satisfactory to the Trustee against any loss, liability or expense to the Trustee

that may result from the Trustee’s following such direction.

Section 7.08        Limitation

on Suits.

Holder may pursue any remedy with respect to the Indenture or the Notes (except to enforce (x) its rights to receive the principal

of, or the Fundamental Change Repurchase Price or Redemption Price for, or interest on, any Notes; or (y) the Company’s obligations

to Convert any Notes pursuant to ‎‎Article 5),

unless:

(A)            such

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

(B)            Holders

of at least twenty five percent (25%) in aggregate principal amount of the Notes then outstanding deliver a request to the Trustee to

pursue such remedy;

Holder or Holders offer and, if requested, provide to the Trustee security and indemnity satisfactory to the Trustee against any loss,

liability or expense to the Trustee that may result from the Trustee’s following such request;

(D)            the

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

or indemnity; and

(E)            during

such sixty (60) calendar day period, Holders of a majority in aggregate principal amount of the Notes then outstanding do not deliver

to the Trustee a direction that is inconsistent with such request.

A Holder of a Note may not

use the Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder. The Trustee will

have no duty to determine whether any Holder’s use of the Indenture complies with the preceding sentence.

Section 7.09        Absolute

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

Notwithstanding

anything to the contrary in the Indenture or the Notes (but without limiting ‎‎Section 8.01),

the right of each Holder of a Note to receive payment or delivery, as applicable, of the principal of, or the Fundamental Change Repurchase

Price or Redemption Price for, or any interest on, or the Conversion Consideration due pursuant to ‎‎Article 5

upon Conversion of, such Note on or after the respective due dates therefor provided in the Indenture and the Notes, or to bring suit

for the enforcement of any such payment or delivery on or after such respective due dates, will not be impaired or affected without the

consent of such Holder.

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Section 7.10        Collection

Suit by Trustee.

The

Trustee will have the right, upon the occurrence and continuance of an Event of Default pursuant to clause ‎(i), ‎(ii) or

‎(iv) of ‎‎Section 7.01(A),

to recover judgment in its own name and as trustee of an express trust against the Company for the total unpaid or undelivered principal

of, or Fundamental Change Repurchase Price or Redemption Price for, or any interest on, or Conversion Consideration due pursuant to ‎‎Article 5

upon Conversion of, the Notes, as applicable, and, to the extent lawful, any Default Interest on any Defaulted Amounts, and such further

amounts sufficient to cover the costs and expenses of collection, including all amounts owed to it under Section 7.7 of the Base

Indenture.

Section 7.11        Trustee

May File Proofs of Claim.

The Trustee has the right

to ‎(A) file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims

of the Trustee and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes) or its

creditors or property and (B) collect, receive and distribute any money or other property payable or deliverable on any such claims.

Each Holder authorizes any custodian in such proceeding to make such payments to the Trustee, and, if the Trustee consents to the making

of such payments directly to the Holders, to pay to the Trustee any amount due to the Trustee for the reasonable compensation, expenses,

disbursements and advances of the Trustee, and its agents and counsel, and any other amounts payable to the Trustee pursuant to ‎Section 7.7

of the Base Indenture. To the extent that the payment of any such compensation, expenses, disbursements, advances and other amounts out

of the estate in such proceeding, is denied for any reason, payment of the same will be secured by a lien on, and will be paid out of,

any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding

(whether in liquidation or under any plan of reorganization or arrangement or otherwise). Nothing in the Indenture will be deemed to

authorize the Trustee to authorize, consent to, accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment

or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder

in any such proceeding.

Section 7.12        Priorities.

The

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

First: to

the Trustee and its agents and attorneys for amounts due hereunder, including payment of all fees and compensation of, and all expenses

and liabilities incurred, and all advances made, by, the Trustee (in each of its capacities under the Indenture, including as Note Agent)

and the costs and expenses of collection;

Second:

to Holders for unpaid amounts or other property due on the Notes, including the principal of, or the Fundamental Change Repurchase Price

or Redemption Price for, or any interest on, or any Conversion Consideration due upon Conversion of, the Notes, ratably, and without

preference or priority of any kind, according to such amounts or other property due and payable on all of the Notes; and

Third: to

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

- 57 -

The

Trustee may fix a record date and payment date for any payment or delivery to the Holders pursuant to this ‎‎Section 7.12,

in which case the Trustee will instruct the Company to, and the Company will, deliver, at least fifteen (15) calendar days before such

record date, to each Holder and the Trustee a notice stating such record date, such payment date and the amount of such payment or nature

of such delivery, as applicable.

Section 7.13        Undertaking

for Costs.

any suit for the enforcement of any right or remedy under the Indenture or the Notes or in any suit against the Trustee for any action

taken or omitted by it as Trustee, a court, in its discretion, may (A) require the filing by any litigant party in such suit of

an undertaking to pay the costs of such suit; and (B) assess reasonable costs (including reasonable attorneys’ fees) against

any litigant party in such suit, having due regard to the merits and good faith of the claims or defenses made by such litigant party;

provided, however, that this ‎Section 7.13

does not apply to any suit by the Trustee, any suit by a Holder pursuant to ‎Section 7.09

or any suit by one or more Holders of more than ten percent (10%) in aggregate principal amount of the Notes then outstanding.

Article 8.        Amendments,

Supplements and Waivers

‎Section 8.01

and ‎Section 8.02 will

apply to the Notes in lieu of Section 8.1 and Section 8.2, respectively, of the Base Indenture, which will be deemed to be

replaced with ‎Section 8.01 and ‎Section 8.02,

respectively, mutatis mutandis.

Section 8.01        Without

the Consent of Holders.

Notwithstanding

anything to the contrary in ‎‎Section 8.02,

the Company and the Trustee may amend or supplement the Indenture or the Notes without the consent of any Holder to:

(A)           cure

any ambiguity or correct any omission, defect or inconsistency in the Indenture or the Notes;

(B)            add

guarantees with respect to the Company’s obligations under the Indenture or the Notes;

the Notes;

(D)            add

to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the

Company;

(E)            provide

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

(F)            enter

into supplemental indentures pursuant to, and in accordance with, ‎Section 5.09 in connection with a Common Stock Change

Event;

(G)            irrevocably

elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such election or elimination will

affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to ‎Section 5.03(A)(i);

(H)           evidence

or provide for the acceptance of the appointment, under the Indenture, of a successor Trustee;

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(I)            conform

the provisions of the Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary prospectus

supplement, dated March 26, 2026, as supplemented by the related pricing term sheet, dated March 26, 2026;

(J)            provide

for or confirm the issuance of additional Notes pursuant to ‎Section 2.02(B);

(K)           provide

for any transfer restrictions that apply to any Notes issued under the Indenture (other than the Initial Notes) that, at the time of

their original issuance, constitute “restricted securities” within the meaning of Rule 144 or that are originally issued

in reliance upon Regulation S under the Securities Act;

(L)            comply

with any requirement of the SEC in connection with effecting or maintaining the qualification of the Indenture or any supplemental indenture

under the Trust Indenture Act, as then in effect; or

(M)           make

any other change to the Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely

affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith.

the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the

“Description of Notes” section and pricing term sheet referred to in ‎‎Section 8.01(I).

Section 8.02        With

the Consent of Holders.

(A)            Generally.

Subject to Sections ‎8.01, ‎7.05 and ‎7.09 and the immediately following sentence, the Company and the

Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement

the Indenture or the Notes or waive compliance with any provision of the Indenture or the Notes. Notwithstanding anything to the contrary

in the foregoing sentence, but subject to ‎Section 8.01, without the consent of each affected Holder, no amendment or

supplement to the Indenture or the Notes, or waiver of any provision of the Indenture or the Notes, may:

(i)            reduce

the principal, or change the stated maturity, of any Note;

(ii)           reduce

the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which,

the Notes may or will be redeemed or repurchased by the Company;

(iii)          reduce

the rate, or extend the time for the payment, of interest on any Note;

(iv)         make

any change that adversely affects the Conversion rights of any Note;

(v)          impair

the rights of any Holder set forth in ‎Section 7.09 (as such section is in effect on the Issue Date);

(vi)         change

the ranking of the Notes;

(vii)        make

any Note payable in money, or at a place of payment, other than that stated in the Indenture or the Note;

(viii)       reduce

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

- 59 -

(ix)            make

any direct or indirect change to any amendment, supplement, waiver or modification provision of the Indenture or the Notes that requires

the consent of each affected Holder.

For

the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this ‎Section 8.02(A),

no amendment or supplement to the Indenture or the Notes, or waiver of any provision of the Indenture or the Notes, may change the amount

or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or

the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable,

as applicable, without the consent of each affected Holder.

(B)            Holders

Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this ‎Section 8.02

need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

Section 8.03        Notice

of Amendments, Supplements and Waivers.

soon as reasonably practicable after any amendment, supplement or waiver pursuant to ‎Section 8.01

or ‎‎8.02 becomes effective, the Company will

send to the Holders and the Trustee notice that ‎(A) describes the substance of such amendment, supplement or waiver in reasonable

detail and ‎(B) states the effective date thereof. The failure to send, or the existence of any defect in, such notice will

not impair or affect the validity of such amendment, supplement or waiver.

Section 8.04        Revocation,

Effect and Solicitation of Consents; Special Record Dates; Etc.

(A)            Revocation

and Effect of Consents. The consent of a Holder of a Note to an amendment, supplement or waiver will bind (and constitute the consent

of) each subsequent Holder of any Note to the extent the same evidences any portion of the same indebtedness as the consenting Holder’s

Note, subject to the right of any Holder of a Note to revoke (if not prohibited pursuant to ‎Section 8.04(B)) any such

consent with respect to such Note by delivering notice of revocation to the Trustee before the time such amendment, supplement or waiver

becomes effective.

(B)            Special

Record Dates. The Company may, but is not required to, fix a record date for the purpose of determining the Holders entitled to consent

or take any other action in connection with any amendment, supplement or waiver pursuant to this ‎Article 8. If a record

date is fixed, then, notwithstanding anything to the contrary in ‎Section 8.04(A), only Persons who are Holders as of

such record date (or their duly designated proxies) will be entitled to give such consent, to revoke any consent previously given or

to take any such action, regardless of whether such Persons continue to be Holders after such record date; provided, however,

that no such consent will be valid or effective for more than one hundred and twenty (120) calendar days after such record date.

of Consents. For the avoidance of doubt, each reference in the Indenture or the Notes to the consent of a Holder will be deemed to

include any such consent obtained in connection with a repurchase of, or tender or exchange offer for, any Notes.

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(D)            Effectiveness

and Binding Effect. Each amendment, supplement or waiver pursuant to this ‎Article 8 will become effective in accordance

with its terms and, when it becomes effective with respect to any Note (or any portion thereof), will thereafter bind every Holder of

such Note (or such portion).

Section 8.05        Notations

and Exchanges.

any amendment, supplement or waiver changes the terms of a Note, then the Trustee or the Company may, in its discretion, require the

Holder of such Note to deliver such Note to the Trustee so that the Trustee may place an appropriate notation prepared by the Company

on such Note and return such Note to such Holder. Alternatively, at its discretion, the Company may, in exchange for such Note, issue,

execute and deliver, and the Trustee will authenticate, in each case in accordance with ‎Section 2.3 of the Base Indenture,

a new Note that reflects the changed terms. The failure to make any appropriate notation or issue a new Note pursuant to this ‎Section 8.05

will not impair or affect the validity of such amendment, supplement or waiver.

Section 8.06        Trustee

to Execute Supplemental Indentures.

The

Trustee will execute and deliver any amendment or supplemental indenture authorized pursuant to this ‎Article 8;

provided, however, that the Trustee need not (but may, in its sole and absolute discretion) execute or deliver any such

amendment or supplemental indenture that adversely affects the Trustee’s rights, duties, liabilities or immunities. In executing

any amendment or supplemental indenture, the Trustee will be entitled to receive, and will be fully protected in relying on, an Officer’s

Certificate and an Opinion of Counsel stating that (A) the execution and delivery of such amendment or supplemental indenture is

authorized or permitted by the Indenture; and (B) in the case of the Opinion of Counsel, such amendment or supplemental indenture

is valid, binding and enforceable against the Company in accordance with its terms.

Article 9.        Satisfaction

and Discharge

This

‎Article 9 will apply to the Notes in lieu

of Article 9 of the Base Indenture, which will be deemed to be replaced with this ‎Article 9,

mutatis mutandis.

Section 9.01        Termination

of Company’s Obligations.

The Company’s obligations

with respect to the Notes under the Indenture will be discharged, and the Indenture will cease to be of further effect as to all Notes

issued under the Indenture, when:

(A)            all

Notes then outstanding (other than Notes replaced pursuant to Section 2.8 of the Base Indenture) have (i) been delivered to

the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date,

the Maturity Date, upon Conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed;

(B)            the

Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration,

the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash

(or, with respect to Notes to be Converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all

Notes then outstanding (other than Notes replaced pursuant to Section 2.8 of the Base Indenture);

Company has paid all other amounts payable by it under the Indenture; and

- 61 -

(D)            the

Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent

to the discharge of the Indenture have been satisfied;

provided,

however, that ‎Article 7 of the Base Indenture and ‎‎Section 10.01

will survive such discharge and, until no Notes remain outstanding, ‎Section 2.12 of the Base Indenture and the obligations

of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such

discharge.

At the Company’s request,

the Trustee will acknowledge the satisfaction and discharge of the Indenture.

Section 9.02        Repayment

to Company.

Subject to applicable unclaimed

property law, the Trustee, the Paying Agent and the Conversion Agent will promptly notify the Company if there exists (and, at the Company’s

request, promptly deliver to the Company) any cash, Conversion Consideration or other property held by any of them for payment or delivery

on the Notes that remain unclaimed two (2) years after the date on which such payment or delivery was due. After such delivery to

the Company, the Trustee, the Paying Agent and the Conversion Agent will have no further liability to any Holder with respect to such

cash, Conversion Consideration or other property, and Holders entitled to the payment or delivery of such cash, Conversion Consideration

or other property must look to the Company for payment as a general creditor of the Company.

Section 9.03        Reinstatement.

the Trustee, the Paying Agent or the Conversion Agent is unable to apply any cash or other property deposited with it pursuant to ‎‎Section 9.01

because of any legal proceeding or any order or judgment of any court or other governmental authority that enjoins, restrains or otherwise

prohibits such application, then the discharge of the Indenture pursuant to ‎‎Section 9.01

will be rescinded; provided, however, that if the Company thereafter pays or delivers any cash or other property due on

the Notes to the Holders thereof, then the Company will be subrogated to the rights of such Holders to receive such cash or other property

from the cash or other property, if any, held by the Trustee, the Paying Agent or the Conversion Agent, as applicable.

Article 10.        Miscellaneous

Section 10.01        Notices.

Any notice or communication

by the Company or the Trustee to the other will be deemed to have been duly given if in writing and delivered in person or by first class

mail (registered or certified, return receipt requested), facsimile transmission, electronic transmission or other similar means of unsecured

electronic communication or overnight air courier guaranteeing next day delivery, or to the other’s address, which initially is

as follows:

If to the Company:

Zenas BioPharma, Inc.

825 Winter Street, Suite 250

Waltham, Massachusetts 02451

Telephone: (857) 271-2954

Attention: Chief Legal Officer

- 62 -

with a copy (which will not constitute

notice) to:

Ropes & Gray LLP

800 Boylston Street

Boston, Massachusetts 02199

Telephone: (617) 951-7000

Attention: Thomas Danielski

If to the Trustee:

U.S. Bank Trust Company, National Association

One Federal Street, Boston, MA 02110

Attention: Steven J. Gomes (Zenas BioPharma, Inc.

Administrator)

E-mail: steven.gomes@usbank.com

with a copy (which will not constitute

notice) to:

Anderson Aquino LLP

240 Lewis Wharf

Boston, MA 02110

Attention: David Anderson

E-mail: danderson@andersonaquino.com

Notwithstanding anything

to the contrary in the preceding paragraph, notices to the Trustee or any Note Agent must be in writing and will be deemed to have been

given upon actual receipt by the Trustee or such Note Agent, as applicable.

The Company or the Trustee,

by notice to the other, may designate additional or different addresses (including facsimile numbers and electronic addresses) for subsequent

notices or communications.

The Trustee will not have

any duty to confirm that the person sending any notice, instruction or other communication by electronic transmission (including by e-mail,

facsimile transmission, web portal or other electronic methods) is, in fact, a person authorized to do so. Electronic signatures believed

by the Trustee to comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and

digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider acceptable to the Trustee) will be

deemed original signatures for all purposes. Any person that uses electronic signatures or electronic methods to send communications

to the Trustee assumes all risks arising out of such use, including the risk of the Trustee acting on an unauthorized communication and

the risk of interception or misuse by third parties. Notwithstanding anything to the contrary in this paragraph, the Trustee may, in

any instance and in its sole discretion, require that an original document bearing a manual signature be delivered to the Trustee in

lieu of, or in addition to, any such electronic communication.

All notices and communications

(other than those sent to Holders) will be deemed to have been duly given: ‎(A) at the time delivered by hand, if personally

delivered; (B) five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; (C) when receipt

is acknowledged, if transmitted by facsimile, electronic transmission or other similar means of unsecured electronic communication; and

(D) the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

All notices or communications

required to be made to a Holder pursuant to the Indenture must be made in writing and will be deemed to be duly sent or given in writing

if mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery,

to its address shown on the Register; provided, however, that a notice or communication to a Holder of a Global Note will

instead be sent pursuant to the Depositary Procedures (in which case, such notice will be deemed to be duly sent or given in writing).

The failure to send a notice or communication to a Holder, or any defect in such notice or communication, will not affect its sufficiency

with respect to any other Holder.

- 63 -

If the Trustee is then acting

as the Depositary’s custodian for the Notes, then, at the reasonable request of the Company to the Trustee, the Trustee will cause

any notice prepared by the Company to be sent to any Holder(s) pursuant to the Depositary Procedures, provided such request

is evidenced in a Company Order delivered, together with the text of such notice, to the Trustee at least two (2) Business Days

before the date such notice is to be so sent. For the avoidance of doubt, such Company Order need not be accompanied by an Officer’s

Certificate or Opinion of Counsel. The Trustee will not have any liability relating to the contents of any notice that it sends to any

Holder pursuant to any such Company Order.

If a notice or communication

is mailed or sent in the manner provided above within the time prescribed, it will be deemed to have been duly given, whether or not

the addressee receives it.

Notwithstanding anything

to the contrary in the Indenture or the Notes, ‎(A) whenever any provision of the Indenture requires a party to send notice

to another party, no such notice need be sent if the sending party and the recipient are the same Person acting in different capacities

(and, for purposes of the interpretation of the Indenture, such notice will be deemed to have been duly sent at the time otherwise required

by the Indenture); and ‎(B) whenever any provision of the Indenture requires a party to send notice to more than one receiving

party, and each receiving party is the same Person acting in different capacities, then only one such notice need be sent to such Person.

Section 10.02        Rules by

the Trustee, the Registrar, the Paying Agent and the Conversion Agent.

The Trustee may make reasonable

rules for action by or at a meeting of Holders. Each of the Registrar, the Paying Agent and the Conversion Agent may make reasonable

rules and set reasonable requirements for its functions.

Section 10.03        No

Personal Liability of Directors, Officers, Employees and Stockholders.

No past, present or future

director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any obligations of the

Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation.

By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for

the issuance of the Notes.

Section 10.04        Governing

Law; Waiver of Jury Trial.

This

‎Section 10.04 will, with respect to the Notes,

supersede Sections 10.8 and 10.17 of the Base Indenture in its entirety.

THE INDENTURE AND THE NOTES,

AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE INDENTURE OR THE NOTES, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE

WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY AND THE TRUSTEE 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 THE INDENTURE, THE NOTES OR THE TRANSACTIONS

CONTEMPLATED BY THE INDENTURE OR THE NOTES.

- 64 -

Section 10.05        Submission

to Jurisdiction.

Any

legal suit, action or proceeding arising out of or based upon the Indenture or the transactions contemplated by the Indenture may be

instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York,

in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits

to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document

by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in ‎‎Section 10.01

will be effective service of process for any such suit, action or proceeding brought in any such court. Each of the Company, the Trustee

and each Holder (by its acceptance of any Note) irrevocably and unconditionally waives any objection to the laying of venue of any suit,

action or other proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead or claim any such

suit, action or other proceeding has been brought in an inconvenient forum.

Section 10.06        No

Adverse Interpretation of Other Agreements.

Neither the Indenture nor

the Notes may be used to interpret any other indenture, note, loan or debt agreement of the Company or its Subsidiaries or of any other

Person, and no such indenture, note, loan or debt agreement may be used to interpret the Indenture or the Notes.

Section 10.07        Successors.

All agreements of the Company

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

Any organization or entity

into which the Trustee may be merged or converted or with which it may be consolidated, or any organization or entity resulting from

any merger, conversion or consolidation to which the Trustee is a party, or any organization or entity succeeding to all or substantially

all of the corporate trust business of the Trustee, will be the successor of the Trustee under the Indenture, without the need for the

execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such organization or entity

is otherwise qualified and eligible under Section 7.10 of the Base Indenture and Section 310 of the Trust Indenture Act.

Section 10.08        Force

Majeure.

This

‎Section 10.08 will, with respect to the Notes,

supersede Section 10.16 of the Base Indenture in its entirety.

The Trustee and each Note

Agent will not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility under the Indenture

or the Notes by reason of any occurrence beyond its control (including any act or provision of any present or future law or regulation

or governmental authority, act of God or war, civil unrest, local or national disturbance or disaster, act of terrorism or unavailability

of the Federal Reserve Bank wire or facsimile or other wire or communication facility).

Section 10.09        U.S.A.

PATRIOT Act.

The Company acknowledges

that, in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee, like all financial institutions, in order to help fight

the funding of terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal

entity that establishes a relationship or opens an account with the Trustee. The Company agrees to provide the Trustee with such information

as it may request to enable the Trustee to comply with the U.S.A. PATRIOT Act.

- 65 -

Section 10.10        Calculations.

Except as otherwise provided

in the Indenture, the Company will be responsible for making all calculations called for under the Indenture or the Notes, including

determinations of the Last Reported Sale Price, the Daily Conversion Value, the Daily Cash Amount, the Daily Share Amount, the Daily

VWAP, the Trading Price, accrued interest on the Notes, including any Special Interest, the Redemption Price, the Fundamental Change

Repurchase Price and the Conversion Rate (including adjustments to the Conversion Rate).

The Company will make all

calculations in good faith, and, absent manifest error, its calculations will be final and binding on all Holders. The Company will provide

a schedule of its calculations to the Trustee and the Conversion Agent, and each of the Trustee and the Conversion Agent may rely conclusively

on the accuracy of the Company’s calculations without independent verification. The Trustee will promptly forward a copy of each

such schedule to a Holder upon its written request therefor. For the avoidance of doubt, the Trustee will not be obligated to make or

confirm any calculations or other amounts called for under the Indenture or the Notes.

Section 10.11        Severability.

If any provision of the Indenture

or the Notes is invalid, illegal or unenforceable, then the validity, legality and enforceability of the remaining provisions of the

Indenture or the Notes will not in any way be affected or impaired thereby.

Section 10.12        Counterparts.

The parties may sign any

number of copies of this Supplemental Indenture. Each signed copy will be an original, and all of them together represent the same agreement.

Delivery of an executed counterpart of this Supplemental Indenture by facsimile, electronically in portable document format or in any

other format will be effective as delivery of a manually or electronically executed counterpart.

Section 10.13        Table

of Contents, Headings, Etc.

The table of contents and

the headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not

to be considered a part of the Indenture and will in no way modify or restrict any of the terms or provisions of the Indenture.

Section 10.14        Withholding

Taxes.

Each Holder of a Note agrees,

and each beneficial owner of an interest in a Note, by its acquisition of such interest, is deemed to agree, that if the Company or other

applicable withholding agent pays withholding taxes or backup withholding on behalf of such Holder or beneficial owner as a result of

an adjustment or the non-occurrence of an adjustment to the Conversion Rate, then the Company or such withholding agent, as applicable,

may, at its option, set off such payments against payments of cash or the delivery of other Conversion Consideration on such Note, any

payments on the Common Stock or sales proceeds received by, or other funds or assets of, such Holder or the beneficial owner of such

Note.

- 66 -

Section 10.15        Trust

Indenture Act Controls.

If any provision of the Indenture

limits, qualifies or conflicts with another provision that is required or deemed to be included in the Indenture by the Trust Indenture

Act, such required or deemed provision of the Trust Indenture Act will control.

[The Remainder of This Page Intentionally

Left Blank; Signature Page Follows]

- 67 -

IN WITNESS WHEREOF,

the parties to this Supplemental Indenture have caused this Supplemental Indenture to be duly executed as of the date first written above.

Zenas BioPharma, Inc.

By:

/s/

Leon O. Moulder, Jr.

Name: Leon O. Moulder, Jr.

Title: Chief Executive Officer

U.S. Bank Trust Company,

National Association, as Trustee

By:

/s/ Steven J.

Gomes

Name: Steven J. Gomes

Title: Vice President

[Signature Page to First

Supplemental Indenture]

EXHIBIT A

FORM OF NOTE

[Insert Global Note Legend, if applicable]

[Insert Non-Affiliate Legend]

A-1

Zenas

biopharma, Inc.

2.50% Convertible Senior Note due 2032

CUSIP No.:    [___]

Certificate

No. [___]

ISIN No.:        [___]

Zenas BioPharma, Inc.,

a Delaware corporation, for value received, promises to pay to [Cede & Co.], or its registered assigns, the principal sum of

[___] dollars ($[___]) [(as revised by the attached Schedule of Exchanges of Interests in the Global Note)]** on April 1,

2032 and to pay interest thereon, as provided in the Indenture referred to below, until the principal and all accrued and unpaid interest

are paid or duly provided for.

Interest Payment Dates:     April 1

and October 1 of each year, commencing on October 1, 2026.

Regular Record Dates:        March 15

and September 15.

Additional provisions of

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

[The Remainder of This Page Intentionally

Left Blank; Signature Page Follows]

** Insert bracketed language for Global Notes only

A-2

IN WITNESS WHEREOF,

Zenas BioPharma, Inc. has caused this instrument to be duly executed as of the date set forth below.

Zenas Biopharma, Inc.

Date:

By:

Name:

Title:

Date:

By:

Name:

Title:

A-3

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

U.S. Bank Trust Company, National Association,

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

Date:

By:

Authorized Signatory

A-4

Zenas

biopharma, Inc.

2.50% Convertible Senior Note due 2032

This Note is one of a duly

authorized issue of notes of Zenas BioPharma, Inc., a Delaware corporation (the “Company”), designated as its

2.50% Convertible Senior Notes due 2032 (the “Notes”), all issued or to be issued pursuant to an indenture (the “Base

Indenture”), dated as of March 31, 2026, and a first supplemental indenture (as the same may be amended from time to time,

the “Supplemental Indenture,” and the Base Indenture, as amended and supplemented by the Supplemental Indenture, and

as the same may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”),

dated as of March 31, 2026, each between the Company and U.S. Bank Trust Company, National Association, as trustee. Capitalized

terms used in this Note without definition have the respective meanings ascribed to them in the Indenture.

The Indenture sets forth

the rights and obligations of the Company, the Trustee and the Holders and the terms of the Notes. Notwithstanding anything to the contrary

in this Note, to the extent that any provision of this Note conflicts with the provisions of the Indenture, the provisions of the Indenture

will control.

1.            Interest.

This Note will accrue interest at a rate and in the manner set forth in Section 2.04 of the Supplemental Indenture. Stated Interest

on this Note will begin to accrue from, and including, [date].

2.            Maturity.

This Note will mature on April 1, 2032, unless earlier repurchased, redeemed or Converted.

3.            Method

of Payment. Cash amounts due on this Note will be paid in the manner set forth in ‎Section 2.03 of the Supplemental Indenture.

4.            Persons

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

5.            Denominations;

Transfers and Exchanges. All Notes will be in registered form, without coupons, in principal amounts equal to any Authorized Denominations.

Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange this Note by presenting it to the Registrar and

delivering any required documentation or other materials.

6.            Right

of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change. If a Fundamental Change (other than an Exempted

Fundamental Change) occurs, then each Holder will have the right to require the Company to repurchase such Holder’s Notes (or any

portion thereof in an Authorized Denomination) for cash in the manner, and subject to the terms, set forth in ‎Section 4.02

of the Supplemental Indenture.

7.            Right

of the Company to Redeem the Notes. The Company will have the right to redeem the Notes for cash in the manner, and subject to the

terms, set forth in ‎Section 4.03 of the Supplemental Indenture.

8.            Conversion.

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

of the Supplemental Indenture.

9.            When

the Company May Merge, Etc. ‎Article 6 of the Supplemental Indenture places limited restrictions on the Company’s

ability to be a party to a Business Combination Event.

A-5

10.            Defaults

and Remedies. If an Event of Default occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Notes

then outstanding may (and, in certain circumstances, will automatically) become due and payable in the manner, and subject to the terms,

set forth in ‎Article 7 of the Supplemental Indenture.

11.            Amendments,

Supplements and Waivers. The Company and the Trustee may amend or supplement the Indenture or the Notes or waive compliance with

any provision of the Indenture or the Notes in the manner, and subject to the terms, set forth in ‎‎Article 8 of the Supplemental

Indenture.

12.            No

Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee, incorporator

or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or

for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives

and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

13.            Authentication.

No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized

signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note.

14.            Abbreviations.

Customary abbreviations may be used in the name of a Holder or its assignee, such as TEN COM (tenants in common), TEN ENT (tenants by

the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (custodian), and U/G/M/A (Uniform

Gift to Minors Act).

15.            Governing

Law. THIS NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, WILL BE GOVERNED BY AND CONSTRUED IN

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

* * *

To request a copy of the Indenture, which the

Company will provide to any Holder at no charge, please send a written request to the following address:

Zenas BioPharma, Inc.

825 Winter Street, Suite 250

Waltham, Massachusetts 02451

Attention: Chief Legal Officer

A-6

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL

NOTE*

INITIAL PRINCIPAL AMOUNT OF THIS GLOBAL NOTE:

$[___]

The following exchanges, transfers or cancellations

of this Global Note have been made:

Date

Amount

of Increase

(Decrease) in

Principal Amount of

this Global Note

Principal

Amount of

this Global Note After

Such Increase

(Decrease)

Signature

Authorized Signatory

of Trustee

* Insert for Global Notes only.

A-7

CONVERSION NOTICE

zenas

biopharma, Inc.

2.50% Convertible Senior Notes due 2032

Subject to the terms of the Indenture, by executing

and delivering this Conversion Notice, the undersigned Holder of the Note identified below directs the Company to Convert (check one):

¨        the

entire principal amount of

¨        $________

* aggregate principal amount of

the Note identified by CUSIP No.

and Certificate No.                     .

The undersigned acknowledges that if the Conversion

Date of a Note to be Converted is after a Regular Record Date and before the next Interest Payment Date, then such Note, when surrendered

for Conversion, must, in certain circumstances, be accompanied with an amount of cash equal to the interest that would have accrued on

such Note to, but excluding, such Interest Payment Date.

Date:

(Legal Name of

Holder)

By:

Name:

Title:

Signature Guaranteed:

Participant in

a Recognized Signature

Guarantee Medallion

Program

By:

Authorized Signatory

* Must be an Authorized Denomination.

A-8

FUNDAMENTAL CHANGE REPURCHASE NOTICE

Zenas

biopharma, Inc.

2.50% Convertible Senior Notes due 2032

Subject to the terms of the Indenture, by executing

and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Note identified below is exercising its Fundamental

Change Repurchase Right with respect to (check one):

¨        the

entire principal amount of

¨        $________

* aggregate principal amount of

the Note identified by CUSIP No.

and Certificate No.                     .

Date:

(Legal Name of

Holder)

By:

Name:

Title:

Signature Guaranteed:

Participant in

a Recognized Signature

Guarantee Medallion

Program

By:

Authorized Signatory

* Must be an Authorized Denomination.

A-9

ASSIGNMENT FORM

Zenas

biopharma, Inc.

2.50% Convertible Senior Notes due 2032

Subject to the terms of the Indenture, the undersigned

Holder of the Note identified below assigns (check one):

¨        the

entire principal amount of

¨        $________

* aggregate principal amount of

the Note identified by CUSIP No.

and Certificate No.

, and all rights thereunder, to:

Name:

Address:

Social security or tax id. #:

and irrevocably appoints:

as agent to transfer the within Note on the books

of the Company. The agent may substitute another to act for him/her.

Date:

(Legal Name of

Holder)

By:

Name:

Title:

Signature Guaranteed:

Participant in

a Recognized Signature

Guarantee Medallion

Program

By:

Authorized Signatory

* Must be an Authorized Denomination.

A-10

EXHIBIT B-1

FORM OF GLOBAL NOTE LEGEND

THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE

INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED

BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE

OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED

OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE WILL BE LIMITED

TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS

OF PORTIONS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE 2 OF

THE SUPPLEMENTAL INDENTURE HEREINAFTER REFERRED TO.

B1-1

EXHIBIT B-2

FORM OF NON-AFFILIATE LEGEND

NO AFFILIATE (AS DEFINED

IN RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED) OF THE COMPANY OR PERSON OR ENTITY THAT WAS AN AFFILIATE (AS DEFINED UNDER

RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED) OF THE COMPANY WITHIN THE THREE MONTHS IMMEDIATELY PRECEDING, MAY PURCHASE

OR OTHERWISE ACQUIRE THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN.

B2-1

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2610711d1_ex5-1.htm · Sequence: 6

Exhibit 5.1

ROPES &

GRAY LLP

800 Boylston Street

Boston, MA 02199

WWW.ROPESGRAY.COM

March 31, 2026

Zenas BioPharma, Inc.

852 Winter Street, Suite 250

Waltham, MA 02451

Re: Registration

Statement on Form S-3 (File No. 333-290777)

Ladies and Gentlemen:

We have acted as counsel to Zenas BioPharma, Inc.,

a Delaware corporation (the “Company”), in connection with the issuance and sale of up to $230,000,000 aggregate principal

amount of 2.50% Convertible Senior Notes due 2032 (the “Notes”) and shares of the Company’s common stock, $0.0001

par value per share, issuable upon conversion of the Notes (the “Shares”), pursuant to the above-referenced registration

statement (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”)

under the Securities Act of 1933, as amended (the “Securities Act”). The Notes are being issued under an Indenture

dated March 31, 2026 (the “Base Indenture”), as supplemented by a First Supplemental Indenture dated March 31,

2026 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”),

by and between the Company and U.S. Bank Trust Company, National Association, as trustee.

In connection with this opinion letter, we have

examined the Registration Statement and the Indenture. We have also examined such certificates, documents and records and have made such

investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth

herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company,

public officials and other appropriate persons.

The opinions expressed herein are limited to matters

governed by the laws of the State of New York and the Delaware General Corporation Law.

Based upon and subject to the foregoing and the

qualifications and limitations set forth below, we are of the opinion that:

Zenas BioPharma, Inc. - 2 -

1. When the Notes have been duly executed and

authenticated in accordance with the provisions of the Indenture and have been delivered against receipt of payment therefor, the Notes

will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

2. When issued upon conversion of the Notes as

provided in the Indenture and assuming a sufficient number of Shares are at the time available for issuance, the Shares will have been

duly authorized and validly issued, fully paid and non-assessable.

Our opinions set forth above are subject to (i) bankruptcy,

insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally

and (ii) general principles of equity. Our opinions are also subject to the qualification that the enforceability of provisions in

the Indenture providing for indemnification or contribution, broadly worded waivers, waivers of rights to damages or defenses, waivers

of unknown or future claims, and waivers of statutory, regulatory or constitutional rights may be limited on public policy or statutory

grounds.

We hereby consent to the incorporation of this

opinion letter as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in

the Prospectus. By giving the foregoing consent, we do not admit that we come within the category of persons whose consent is required

under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

EX-5.2 — EXHIBIT 5.2

EX-5.2

Filename: tm2610711d1_ex5-2.htm · Sequence: 7

Exhibit 5.2

ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

March 31, 2026

Zenas BioPharma, Inc.

852 Winter Street, Suite 250

Waltham, MA 02451

Re: Registration Statement on Form S-3 (File No. 333-290777)

Ladies and Gentlemen:

We have acted as counsel to Zenas BioPharma, Inc.,

a Delaware corporation (the “Company”), in connection with issuance and sale of up to 5,750,000 shares of the common

stock, $0.0001 par value (the “Shares”), of the Company pursuant to the above-referenced registration statement (the

“Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”)

under the Securities Act of 1933 (the “Securities Act”). The Shares are being sold pursuant to an underwriting agreement,

dated the date hereof (the “Underwriting Agreement”), among the Company and the underwriters named therein.

In connection with this opinion letter, we have

examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed

appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent

verification, upon certificates of officers of the Company, public officials and other appropriate persons.

The opinions expressed below are limited to the

Delaware General Corporation Law.

Based upon and subject to the foregoing, we are

of the opinion that the Shares have been duly authorized and, when issued and delivered pursuant to the Underwriting Agreement against

payment of the consideration set forth therein, will be validly issued, fully paid and non-assessable.

Zenas BioPharma, Inc. - 2 -

We hereby consent to your filing this opinion as

an exhibit to the Registration Statement and to the use of our name therein and in the related prospectus under the caption “Legal

Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under

Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

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