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Prospectus MEDCO HEALTH SOLUTIONS INC - 11-25-2011

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Prospectus MEDCO HEALTH SOLUTIONS INC - 11-25-2011 Powered By Docstoc
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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): November 21, 2011


                                                 Express Scripts, Inc.
                                                  (Exact name of registrant as specified in its charter)


                    Delaware                                            0-20199                                           43-1420563
         (State or other jurisdiction                                (Commission                                        (I.R.S. Employer
              of incorporation)                                      File Number)                                      Identification No.)


                    One Express Way, St. Louis, MO                                                             63121
               (Address of principal executive offices)                                                      (Zip Code)


         Registrant’s telephone number, including area code                                                 314-996-0900

                                                                  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))
                                                   TABLE OF CONTENTS


Item 1.01.Entry into a Material Definitive Agreement
Item 2.03.Creation of a Direct Financial Obligation of a Registrant
Item 8.01.Other Events
Item 9.01.Financial Statements and Exhibits
SIGNATURES
EX-4.1
EX-4.2
EX-4.3
EX-4.4
EX-4.5
EX-4.6
EX-10.1
EX-10.2
EX-10.3
EX-10.4
Table of Contents

Item 1.01. Entry into a Material Definitive Agreement
Indenture
      On November 21, 2011, Express Scripts, Inc. (“Express Scripts”), Aristotle Holding, Inc., a wholly owned subsidiary of Express Scripts
(“Aristotle”), certain other subsidiaries of Express Scripts and Wells Fargo Bank, National Association, as trustee (the “Trustee” and,
collectively with Express Scripts, Aristotle and such other subsidiaries of Express Scripts, the “Indenture Parties”), entered into a base
indenture providing for the issuance from time to time of unsecured notes, debentures or other evidences of indebtedness of Aristotle to be
issued in one or more series as provided for in the base indenture (the “Base Indenture”).
Supplemental Indentures
      On November 21, 2011, Aristotle issued and sold $900 million aggregate principal amount of 2.750% Senior Notes due 2014 (the “2014
Notes”) in a private offering. The 2014 Notes were issued pursuant to the Base Indenture, as supplemented by the First Supplemental
Indenture, dated as of November 21, 2011, among the Indenture Parties (the “First Supplemental Indenture”). The First Supplemental Indenture
includes a form of 2014 Note and a form of Exchange Note (as defined below).
      On November 21, 2011, Aristotle issued and sold $1.25 billion aggregate principal amount of 3.500% Senior Notes due 2016 (the “2016
Notes”) in a private offering. The 2016 Notes were issued pursuant to the Base Indenture, as supplemented by the Second Supplemental
Indenture, dated as of November 21, 2011, among the Indenture Parties (the “Second Supplemental Indenture”). The Second Supplemental
Indenture includes a form of 2016 Note and a form of Exchange Note.
      On November 21, 2011, Aristotle issued and sold $1.25 billion aggregate principal amount of 4.750% Senior Notes due 2021 (the “2021
Notes”) in a private offering. The 2021 Notes were issued pursuant to the Base Indenture, as supplemented by the Third Supplemental
Indenture, dated as of November 21, 2011, among the Indenture Parties (the “Third Supplemental Indenture”). The Third Supplemental
Indenture includes a form of 2021 Note and a form of Exchange Note.
      On November 21, 2011, Aristotle issued and sold $700 million aggregate principal amount of 6.125% Senior Notes due 2041 (the “2041
Notes” and, collectively with the 2014 Notes, the 2016 Notes and the 2021 Notes, the “Notes”) in a private offering. The 2041 Notes were
issued pursuant to the Base Indenture, as supplemented by the Fourth Supplemental Indenture, dated as of November 21, 2011, among the
Indenture Parties (the “Fourth Supplemental Indenture” and, collectively with the First Supplemental Indenture, the Second Supplemental
Indenture and the Third Supplemental Indenture, the “Supplemental Indentures”). The Fourth Supplemental Indenture includes a form of 2041
Note and a form of Exchange Note.
    The 2014 Notes will mature on November 21, 2014, the 2016 Notes will mature on November 15, 2016, the 2021 Notes will mature on
November 15, 2021 and the 2041 Notes will mature on November 15, 2041. Aristotle will pay interest on the 2014 Notes on May 21 and
November 21 of each year, commencing on May 21, 2012, at a rate of 2.750% per annum.

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Aristotle will pay interest on the 2016 Notes on May 15 and November 15 of each year, commencing on May 15, 2012, at a rate of 3.500% per
annum. Aristotle will pay interest on the 2021 Notes on May 15 and November 15 of each year, commencing on May 15, 2012, at a rate of
4.750% per annum. Aristotle will pay interest on the 2041 Notes on May 15 and November 15 of each year, commencing on May 15, 2012, at
a rate of 6.125% per annum.
      Express Scripts intends to use the net proceeds from the sale of the Notes to pay a portion of the cash consideration payable to
stockholders of Medco Health Solutions, Inc. (“Medco”) in connection with the previously announced merger pursuant to which Express
Scripts and Medco will each become wholly owned subsidiaries of Aristotle (the “Merger”), to repay any existing indebtedness that will be
repaid in connection with the Merger and to pay related fees and expenses. In the event that Express Scripts does not consummate the Merger
on or prior to April 20, 2012 (as such date may be extended in accordance with the terms of the Supplemental Indentures), or the merger
agreement is terminated at any time prior thereto, Express Scripts is required, pursuant to the terms of the Supplemental Indentures, to redeem
the Notes at a redemption price equal to 101% of the aggregate accreted principal amount of the Notes, plus accrued and unpaid interest from
November 21, 2011 to but excluding the redemption date. The Notes will be jointly and severally and fully and unconditionally guaranteed on a
senior basis by Express Scripts, certain of Express Scripts’ current wholly owned domestic subsidiaries and certain future wholly owned
domestic subsidiaries of Express Scripts (prior to the consummation of the Mergers) and Aristotle (following the consummation of the
Mergers).
       The foregoing summary of the Indenture and Supplemental Indentures does not purport to be complete and is qualified in its entirety by
reference to the complete terms of the Indenture and the Supplemental Indentures, copies of which are filed with this Form 8-K as Exhibits 4.1,
4.2, 4.3, 4.4 and 4.5 and are incorporated herein by reference.
      The Trustee’s affiliate, Wells Fargo Securities, LLC, has, from time to time, performed, and may in the future perform, various financial
advisory and investment banking services for Express Scripts, Aristotle and their affiliates, for which they received or will receive customary
fees and expenses.
Registration Rights
       In connection with the issuance of the Notes, Express Scripts, Aristotle, certain other subsidiaries of Express Scripts and Credit Suisse
Securities (USA) LLC and Citigroup Global Markets Inc., as representatives of the several initial purchasers named therein (collectively, the
“Initial Purchasers”), entered into registration rights agreements with respect to each series of Notes, each dated as of November 21, 2011
(collectively, the “Registration Rights Agreements”). Under the Registration Rights Agreements, Aristotle has agreed to file registration
statements with the Securities and Exchange Commission (the “SEC”) with respect to an offer to exchange each series of Notes for a new issue
of debt securities (“Exchange Notes”) with terms substantially similar to such Notes (except the Exchange Notes will not contain terms with
respect to transfer restrictions) and which will be registered under the Securities Act of 1933, as amended. Under the Registration Rights
Agreements, Aristotle has also agreed, under specified circumstances, to file a shelf registration statement with the SEC covering resales of the
Notes. Aristotle may be required to pay additional interest if it fails to comply with the registration and exchange requirements set forth in the
Registration Rights Agreements.

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      The foregoing summary of the Registration Rights Agreements is qualified in its entirety by reference to the full text of the Registration
Rights Agreements, copies of which are filed with this Form 8-K as Exhibits 10.1, 10.2, 10.3 and 10.4 and are incorporated herein by reference.
      The Initial Purchasers and their affiliates have, from time to time, performed, and may in the future perform, various financial advisory,
investment banking and commercial banking services for Express Scripts, Aristotle and their affiliates, for which they received or will receive
customary fees and expenses.

Item 2.03. Creation of a Direct Financial Obligation of a Registrant
          The information included in Item 1.01 above related to the Supplemental Indentures is incorporated by reference into this Item 2.03.

Item 8.01. Other Events
      On November 21, 2011, Express Scripts, Aristotle, certain other subsidiaries of Express Scripts and Union Bank, N.A., as trustee
(“Union Bank”), entered into the seventh supplemental indenture (the “Seventh Supplemental Indenture”) to the base indenture, dated June 9,
2009, among Express Scripts, certain subsidiaries of Express Scripts and Union Bank (as so supplemented as of the date thereof, the
“Indenture”). The Seventh Supplemental Indenture provides for the guarantee by Aristotle of the outstanding senior notes issued by Express
Scripts under the Indenture. A copy of the Seventh Supplemental Indenture is filed with this Form 8-K as Exhibit 4.6 and is incorporated herein
by reference.

Item 9.01. Financial Statements and Exhibits
(d) Exhibits

Exhibit
No.                 Description


4.1                 Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Aristotle Holding, Inc., the other subsidiaries of
                    Express Scripts, Inc. party thereto and Wells Fargo Bank, National Association, as Trustee.

4.2                 First Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Aristotle Holding, Inc., the other
                    subsidiaries of Express Scripts, Inc. party thereto and Wells Fargo Bank, National Association, as Trustee.

4.3                 Second Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Aristotle Holding, Inc., the other
                    subsidiaries of Express Scripts, Inc. party thereto and Wells Fargo Bank, National Association, as Trustee.

4.4                 Third Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Aristotle Holding, Inc., the other
                    subsidiaries of Express Scripts, Inc. party thereto and Wells Fargo Bank, National Association, as Trustee.

                                                                            4
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Exhibit
No.                 Description
4.5                 Fourth Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Aristotle Holding, Inc., the other
                    subsidiaries of Express Scripts, Inc. party thereto and Wells Fargo Bank, National Association, as Trustee.

4.6                 Seventh Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Aristotle Holding, Inc., the
                    other subsidiaries of Express Scripts, Inc. party thereto and Union Bank, N.A., as Trustee.

10.1                Registration Rights Agreement, dated November 21, 2011, among Express Scripts, Inc., Aristotle Holding, Inc., the other
                    subsidiaries of Express Scripts, Inc. party thereto and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc.,
                    as representatives of the several initial purchasers of the 2014 Notes.

10.2                Registration Rights Agreement, dated November 21, 2011, among Express Scripts, Inc., Aristotle Holding, Inc., the other
                    subsidiaries of Express Scripts, Inc. party thereto and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc.,
                    as representatives of the several initial purchasers of the 2016 Notes.

10.3                Registration Rights Agreement, dated November 21, 2011, among Express Scripts, Inc., Aristotle Holding, Inc., the other
                    subsidiaries of Express Scripts, Inc. party thereto and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc.,
                    as representatives of the several initial purchasers of the 2021 Notes.

10.4                Registration Rights Agreement, dated November 21, 2011, among Express Scripts, Inc., Aristotle Holding, Inc., the other
                    subsidiaries of Express Scripts, Inc. party thereto and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc.,
                    as representatives of the several initial purchasers of the 2041 Notes.


                                                                         ***
                                                       FORWARD LOOKING STATEMENTS
      Cautionary Note Regarding Forward-Looking Statements
       This material may include forward-looking statements, both with respect to us and our industry, that reflect our current views with
respect to future events and financial performance. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,”
“anticipate,” “will,” “may,” “would” and similar statements of a future or forward-looking nature may be used to identify forward-looking
statements. All forward-looking statements address matters that involve risks and uncertainties, many of which are beyond our control.
Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements
and, therefore, you should not place undue reliance on any such statements. We believe that these factors include, but are not limited to, the
following:

STANDARD OPERATING FACTORS
       •   Our ability to remain profitable in a very competitive marketplace is dependent upon our ability to attract and retain clients while
           maintaining our margins, to differentiate our products and services from others in the marketplace, and to develop and cross sell new
           products and services to our existing clients;

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     •    Our failure to anticipate and appropriately adapt to changes in the rapidly changing health care industry;

     •    Changes in applicable laws or regulations, or their interpretation or enforcement, or the enactment of new laws or regulations, which
          apply to our business practices (past, present or future) or require us to spend significant resources in order to comply;

     •    Changes to the healthcare industry designed to manage healthcare costs or alter healthcare financing practices;

     •    Changes relating to our participation in Medicare Part D, the loss of Medicare Part D eligible members, or our failure to otherwise
          execute on our strategies related to Medicare Part D;

     •    A failure in the security or stability of our technology infrastructure, or the infrastructure of one or more of our key vendors, or a
          significant failure or disruption in service within our operations or the operations of such vendors;

     •    Our failure to effectively execute on strategic transactions, or to integrate or achieve anticipated benefits from any acquired
          businesses;

     •    The termination, or an unfavorable modification, of our relationship with one or more key pharmacy providers, or significant changes
          within the pharmacy provider marketplace;

     •    The termination, or an unfavorable modification, of our relationship with one or more key pharmaceutical manufacturers, or the
          significant reduction in payments made or discounts provided by pharmaceutical manufacturers;

     •    Changes in industry pricing benchmarks;

     •    Results in pending and future litigation or other proceedings which would subject us to significant monetary damages or penalties
          and/or require us to change our business practices, or the costs incurred in connection with such proceedings;

     •    Our failure to execute on, or other issues arising under, certain key client contracts;

     •    The impact of our debt service obligations on the availability of funds for other business purposes, and the terms and our required
          compliance with covenants relating to our indebtedness; our failure to attract and retain talented employees, or to manage succession
          and retention for our Chief Executive Officer or other key executives;

TRANSACTION-RELATED FACTORS
     •    Uncertainty as to whether Express Scripts will be able to consummate the mergers with Medco on the terms set forth in the merger
          agreement;

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     •    The ability to obtain governmental approvals of the Mergers;

     •    Uncertainty as to the market value of Express Scripts merger consideration to be paid and the stock component of the Medco merger
          consideration;

     •    Failure to realize the anticipated benefits of the Mergers, including as a result of a delay in completing the Mergers or a delay or
          difficulty in integrating the businesses of Express Scripts and Medco;

     •    Uncertainty as to the long-term value of Aristotle common shares;

     •    Limitations on the ability of Express Scripts and Aristotle to incur new debt in connection with the transaction;

     •    The expected amount and timing of cost savings and operating synergies; and

     •    Failure to receive the approval of the stockholders of either Express Scripts or Medco for the Mergers.
       The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other
cautionary statements that are included herein and elsewhere, including the risk factors included in Express Scripts’ most recent reports on
Form 10-K and Form 10-Q and the risk factors included in Medco’s most recent reports on Form 10-K and Form 10-Q and other documents of
Express Scripts, Aristotle and Medco on file with the Securities and Exchange Commission (“SEC”), including the joint proxy
statement/prospectus included in the registration statement on Form S-4 filed by Aristotle with the SEC, which was declared effective on
November 15, 2011. Stockholders are urged to read the registration statement and the joint proxy statement/prospectus of Medco and Express
Scripts contained therein (including all amendments or supplements to it) because they contain important information. Any forward-looking
statements made in this material are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual
results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or
effects on, us or our business or operations. Except to the extent required by applicable law, we undertake no obligation to update publicly or
revise any forward-looking statement, whether as a result of new information, future developments or otherwise.


                                          ADDITIONAL INFORMATION AND WHERE TO FIND IT
     This communication is not a solicitation of a proxy from any stockholder of Express Scripts, Medco or Aristotle. In connection with the
Agreement and Plan of Merger among Medco, Express Scripts, Aristotle, Plato Merger Sub, Inc. and Aristotle Merger Sub, Inc., Medco,
Express Scripts and Aristotle have filed relevant materials with the SEC and intend to file additional materials. On November 15, 2011, the
SEC declared effective the joint proxy statement/prospectus included in the registration statement on Form S-4 filed by Aristotle. On
November 18, 2011, Express Scripts, Medco and Aristotle commenced mailing of the definitive joint proxy statement/prospectus regarding the
Merger. SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE JOINT PROXY

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STATEMENT/PROSPECTUS AND ANY OTHER MATERIALS FILED BY EXPRESS SCRIPTS, MEDCO AND ARISTOTLE WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MEDCO, EXPRESS
SCRIPTS, ARISTOTLE AND THE MERGER. The joint proxy statement/prospectus included in the registration statement on
Form S-4 filed by Aristotle and other relevant materials, and any other documents filed by Express Scripts, Aristotle or Medco with the SEC,
may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the
documents filed with the SEC by directing a written request to:


                                                            Mackenzie Partners, Inc.
                                                             105 Madison Avenue
                                                           New York, New York 10016
      This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.


                                                   PARTICIPANTS IN THE SOLICITATION
       Express Scripts, Aristotle and Medco and their respective executive officers and directors may be deemed to be participants in the
solicitation of proxies from the security holders of either Express Scripts and Medco in connection with the Merger. Information about Express
Scripts’ directors and executive officers is available in Express Scripts’ definitive proxy statement, dated March 21, 2011, for its 2011 annual
general meeting of stockholders. Information about Medco’s directors and executive officers is available in Medco’s definitive proxy
statement, dated April 8, 2011, for its 2011 annual general meeting of stockholders. Other information regarding the participants and
description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus included
in the registration statement on Form S-4 filed by Aristotle and the amendments and supplements thereto.

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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.

                                                             Express Scripts, Inc.
                                                             (Registrant)

                                                             By:    /s/ Keith Ebling
                                                                    Name:       Keith Ebling
                                                                    Title:      Executive Vice President and General
                                                                                Counsel


Dated: November 23, 2011

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EXHIBIT LIST

Exhibit
No.                 Description


4.1                 Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Aristotle Holding, Inc., the other subsidiaries of
                    Express Scripts, Inc. party thereto and Wells Fargo Bank, National Association, as Trustee.

4.2                 First Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Aristotle Holding, Inc., the other
                    subsidiaries of Express Scripts, Inc. party thereto and Wells Fargo Bank, National Association, as Trustee.

4.3                 Second Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Aristotle Holding, Inc., the other
                    subsidiaries of Express Scripts, Inc. party thereto and Wells Fargo Bank, National Association, as Trustee.

4.4                 Third Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Aristotle Holding, Inc., the other
                    subsidiaries of Express Scripts, Inc. party thereto and Wells Fargo Bank, National Association, as Trustee.

4.5                 Fourth Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Aristotle Holding, Inc., the other
                    subsidiaries of Express Scripts, Inc. party thereto and Wells Fargo Bank, National Association, as Trustee.

4.6                 Seventh Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Aristotle Holding, Inc., the
                    other subsidiaries of Express Scripts, Inc. party thereto and Union Bank, N.A., as Trustee.

10.1                Registration Rights Agreement, dated November 21, 2011, among Express Scripts, Inc., Aristotle Holding, Inc., the other
                    subsidiaries of Express Scripts, Inc. party thereto and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc.,
                    as representatives of the several initial purchasers of the 2014 Notes.

10.2                Registration Rights Agreement, dated November 21, 2011, among Express Scripts, Inc., Aristotle Holding, Inc., the other
                    subsidiaries of Express Scripts, Inc. party thereto and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc.,
                    as representatives of the several initial purchasers of the 2016 Notes.

10.3                Registration Rights Agreement, dated November 21, 2011, among Express Scripts, Inc., Aristotle Holding, Inc., the other
                    subsidiaries of Express Scripts, Inc. party thereto and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc.,
                    as representatives of the several initial purchasers of the 2021 Notes.

10.4                Registration Rights Agreement, dated November 21, 2011, among Express Scripts, Inc., Aristotle Holding, Inc., the other
                    subsidiaries of Express Scripts, Inc. party thereto and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc.,
                    as representatives of the several initial purchasers of the 2041 Notes.

                                                                           10
                                                Exhibit 4.1

                                          EXECUTION COPY



        ARISTOTLE HOLDING, INC.,
               AS ISSUER,
     THE GUARANTORS PARTY HERETO,
                  AND
WELLS FARGO BANK, NATIONAL ASSOCIATION,
              AS TRUSTEE,
              INDENTURE
     DATED AS OF NOVEMBER 21, 2011
                                                           TABLE OF CONTENTS

                                                                               Page
                                                          ARTICLE I

Definitions and Other Provisions of General Application                               1

SECTION 1.1. Definitions                                                               1
SECTION 1.2. Compliance Certificates and Opinions                                     15
SECTION 1.3. Form of Documents Delivered to Trustee                                   16
SECTION 1.4. Acts of Holders; Record Dates                                            16
SECTION 1.5. Notices, Etc., to Trustee and Company                                    18
SECTION 1.6. Notice to Holders; Waiver                                                19
SECTION 1.7. Conflict with Trust Indenture Act                                        19
SECTION 1.8. Effect of Headings and Table of Contents                                 19
SECTION 1.9. Successors and Assigns                                                   20
SECTION 1.10. Separability Clause                                                     20
SECTION 1.11. Benefits of Indenture                                                   20
SECTION 1.12. Governing Law; Waiver of Jury Trial                                     20
SECTION 1.13. Legal Holidays                                                          20
SECTION 1.14. Indenture and Securities Solely Corporate Obligations                   20
SECTION 1.15. Indenture May be Executed in Counterparts                               21
SECTION 1.16. Acceptance of Trust                                                     21
SECTION 1.17. Force Majeure                                                           21
SECTION 1.18. U.S.A. Patriot Act                                                      21

                                                      ARTICLE II

Security Forms                                                                        21

SECTION 2.1. Form and Dating                                                          21

                                                      ARTICLE III

The Securities                                                                        22

SECTION 3.1. Amount Unlimited; Issuable in Series                                     22
SECTION 3.2. Denominations                                                            25
SECTION 3.3. Execution, Authentication, Delivery and Dating                           25
SECTION 3.4. Temporary Securities                                                     26
SECTION 3.5. Registration; Registration of Transfer and Exchange                      27
SECTION 3.6. Mutilated, Destroyed, Lost and Stolen Securities                         28
SECTION 3.7. Payment of Interest; Interest Rights Preserved                           29
SECTION 3.8. Persons Deemed Owners                                                    30
SECTION 3.9. Cancellation                                                             31
SECTION 3.10. Computation of Interest                                                 32
SECTION 3.11. CUSIP Numbers, ISINs and Common Code Numbers                            32

                                                                      i
                                                                                         Page
                                                       ARTICLE IV

Satisfaction and Discharge                                                                      32

SECTION 4.1. Satisfaction and Discharge of Indenture                                            32
SECTION 4.2. Application of Trust Money                                                         33
SECTION 4.3. Repayment to the Company                                                           34
                                                       ARTICLE V
Remedies                                                                                        34

SECTION 5.1. Events of Default                                                                  34
SECTION 5.2. Acceleration of Maturity; Rescission and Annulment                                 35
SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee                    36
SECTION 5.4. Trustee May File Proofs of Claim                                                   37
SECTION 5.5. Trustee May Enforce Claims Without Possession of Securities                        37
SECTION 5.6. Application of Money Collected                                                     38
SECTION 5.7. Limitation on Suits                                                                38
SECTION 5.8. Unconditional Right of Holders to Receive Principal, Premium and Interest          39
SECTION 5.9. Restoration of Rights and Remedies                                                 39
SECTION 5.10. Rights and Remedies Cumulative                                                    39
SECTION 5.11. Delay or Omission Not Waiver                                                      40
SECTION 5.12. Control by Holders                                                                40
SECTION 5.13. Waiver of Past Defaults                                                           40
SECTION 5.14. Undertaking for Costs                                                             41
SECTION 5.15. Waiver of Stay or Extension Laws                                                  41

                                                       ARTICLE VI

The Trustee                                                                                     41

SECTION 6.1. Certain Duties and Responsibilities                                                41
SECTION 6.2. Notice of Defaults                                                                 42
SECTION 6.3. Certain Rights of Trustee                                                          42
SECTION 6.4. Not Responsible for Recitals or Issuance of Securities                             44
SECTION 6.5. May Hold Securities and Act as Trustee Under Other Indentures                      44
SECTION 6.6. Money Held in Trust                                                                44
SECTION 6.7. Compensation and Reimbursement                                                     44
SECTION 6.8. Conflicting Interests                                                              45
SECTION 6.9. Corporate Trustee Required; Eligibility                                            46
SECTION 6.10. Resignation and Removal; Appointment of Successor                                 46
SECTION 6.11. Acceptance of Appointment by Successor                                            48
SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business                       49
SECTION 6.13. Preferential Collection of Claims Against the Company                             49
SECTION 6.14. Appointment of Authenticating Agent                                               49

                                                                    ii
                                                                                        Page
                                                       ARTICLE VII

Holders’ Lists and Reports by Trustee and Company                                              51

SECTION 7.1. Company to Furnish Trustee Names and Addresses of Holders                         51
SECTION 7.2. Preservation of Information; Communications to Holders                            51
SECTION 7.3. Reports by Trustee                                                                52
SECTION 7.4. Reports by Express Scripts or the Company                                         52

                                                       ARTICLE VIII

Consolidation, Merger, Conveyance, Transfer or Lease                                           53

SECTION 8.1. Company and Express Scripts May Consolidate, Etc., Only on Certain Terms          53
SECTION 8.2. Successor Substituted                                                             54

                                                       ARTICLE IX

Supplemental Indentures                                                                        54

SECTION 9.1. Supplemental Indentures Without Consent of Holders                                54
SECTION 9.2. Supplemental Indentures With Consent of Holders                                   56
SECTION 9.3. Execution of Supplemental Indentures                                              57
SECTION 9.4. Effect of Supplemental Indentures                                                 57
SECTION 9.5. Conformity with Trust Indenture Act                                               58
SECTION 9.6. Reference in Securities to Supplemental Indentures                                58

                                                       ARTICLE X

Covenants                                                                                      58

SECTION 10.1. Payment of Principal, Premium and Interest                                       58
SECTION 10.2. Maintenance of Office or Agency                                                  58
SECTION 10.3. Money for Securities Payments to Be Held in Trust                                59
SECTION 10.4. Statement by Officers as to Default                                              60
SECTION 10.5. Existence                                                                        60
SECTION 10.6. Payment of Taxes and Other Claims                                                60
SECTION 10.7. Calculation of Original Issue Discount                                           61
SECTION 10.8. Limitations on Liens                                                             61
SECTION 10.9. Limitations on Sale and Lease-Back Transactions                                  64
SECTION 10.10. Right to Require Repurchase Upon a Change of Control Triggering Event           64
SECTION 10.11. Additional Guarantors                                                           66

                                                                      iii
                                                                                                              Page
                                                    ARTICLE XI

Redemption of Securities                                                                                             66

SECTION 11.1. Applicability of Article                                                                               66
SECTION 11.2. Election to Redeem; Notice to Trustee                                                                  67
SECTION 11.3. Selection by Trustee of Securities to Be Redeemed                                                      67
SECTION 11.4. Notice of Redemption                                                                                   67
SECTION 11.5. Deposit of Redemption Price                                                                            68
SECTION 11.6. Securities Payable on Redemption Date                                                                  69
SECTION 11.7. Securities Redeemed in Part                                                                            69

                                                   ARTICLE XII

Defeasance and Covenant Defeasance                                                                                   69

SECTION 12.1. [Reserved]                                                                                             69
SECTION 12.2. Legal Defeasance                                                                                       69
SECTION 12.3. Covenant Defeasance                                                                                    70
SECTION 12.4. Conditions to Defeasance or Covenant Defeasance                                                        70
SECTION 12.5. Deposited Money and U.S. Government Obligations to be Held in Trust; Miscellaneous Provisions          72
SECTION 12.6. Reinstatement                                                                                          72

                                                   ARTICLE XIII

Guarantee                                                                                                            73

SECTION 13.1. Unconditional Guarantee                                                                                73
SECTION 13.2. Waiver                                                                                                 74
SECTION 13.3. Guarantee of Payment                                                                                   74
SECTION 13.4. No Discharge or Diminishment of Guarantee                                                              74
SECTION 13.5. Defenses of Company Waived                                                                             75
SECTION 13.6. Continued Effectiveness                                                                                75
SECTION 13.7. Subrogation                                                                                            75
SECTION 13.8. Information                                                                                            75
SECTION 13.9. Subordination                                                                                          76
SECTION 13.10. Release of Guarantor                                                                                  76
SECTION 13.11. Limitation of Guarantor’s Liability                                                                   77
SECTION 13.12. Contribution from Other Guarantors                                                                    78
SECTION 13.13. No Obligation to Take Action Against the Company                                                      78
SECTION 13.14. Execution and Delivery of the Guarantee                                                               78
SECTION 13.15. Successor Guarantor                                                                                   78

                                                                  iv
                                                            Aristotle Holding, Inc.
                                           Certain Sections of this Indenture relating to Sections 310
                                          through 318, inclusive, of the Trust Indenture Act of 1939:

Trust Indenture Act Section                                                                              Indenture Section
§310 (a)(1)                                                                                                                             6.9
(a)(2)                                                                                                                                  6.9
(a)(3)                                                                                                                       Not Applicable
(a)(4)                                                                                                                       Not Applicable
(a)(5)                                                                                                                                  6.9
(b)                                                                                                                               6.8, 6.10
§311 (a)                                                                                                                               6.13
(b)                                                                                                                                    6.13
§312 (a)                                                                                                                           7.1, 7.2
(b)                                                                                                                                     7.2
(c)                                                                                                                                     7.2
§313 (a)                                                                                                                                7.3
(b)                                                                                                                                     7.3
(c)                                                                                                                                     7.3
(d)                                                                                                                                     7.3
§314 (a)                                                                                                                                7.4
(a)(4)                                                                                                                            1.1, 10.4
(b)                                                                                                                          Not Applicable
(c)(1)                                                                                                                                  1.2
(c)(2)                                                                                                                                  1.2
(c)(3)                                                                                                                       Not Applicable
(d)                                                                                                                          Not Applicable
(e)                                                                                                                                     1.2
(f)                                                                                                                                    10.4
§315 (a)                                                                                                                                6.1
(b)                                                                                                                                     6.2
(c)                                                                                                                                     6.1
(d)                                                                                                                                     6.1
(e)                                                                                                                                    5.14
§316 (a)                                                                                                                                1.1
(a)(1)(A)                                                                                                                         5.2, 5.12
(a)(1)(B)                                                                                                                              5.13
(a)(2)                                                                                                                       Not Applicable
(b)                                                                                                                                     5.8
(c)                                                                                                                                     1.4
§317 (a)(1)                                                                                                                             5.3
(a)(2)                                                                                                                                  5.4
(b)                                                                                                                                    10.3
§318 (a)                                                                                                                                1.7
   NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

                                                                        v
       INDENTURE, dated as of November 21, 2011, among Aristotle Holding, Inc., a corporation organized and existing under the laws of the
State of Delaware (herein called the “ Company ”), having its principal executive office at One Express Way, St. Louis, Missouri 63121, the
Guarantors (as defined herein) party hereto, and Wells Fargo Bank, National Association, a national banking association, as Trustee (herein
called the “ Trustee ”).
      Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefits of the Holders of any Securities
authenticated and delivered under this Indenture:


                                                                    ARTICLE I
                                            Definitions and Other Provisions of General Application
      SECTION 1.1. Definitions.
      For all purposes of this Indenture and the Securities authenticated and delivered under this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:
         (1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;
         (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;
          (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted
accounting principles in the United States, and, except as otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in
the United States at the date of this instrument;
          (4) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may
be, of this Indenture;
         (5) the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Indenture or the Securities, as applicable,
as a whole and not to any particular Article, Section or other subdivision; and
         (6) the term “including” means including without limitation.
      “ Act ,” when used with respect to any Holder, has the meaning specified in Section 1.4.

                                                                          1
      “ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person
means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
      “ Applied Amounts ” means an amount (which may be conclusively determined by the Company’s Board of Directors) equal to the
greater of (i) capitalized rent with respect to the applicable machinery and/or equipment and (ii) the fair value of the applicable machinery
and/or equipment, that is applied within 180 days of the applicable transaction or transactions to repayment of the Securities or to the
repayment of any Indebtedness which, in accordance with GAAP, is classified as long-term debt and that is on parity with the Securities.
      “ Authenticating Agent ” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to
authenticate Securities.
       “ Below Investment Grade Rating Event ” means the Securities of the applicable series are not rated, or are rated below an Investment
Grade Rating by each of the Rating Agencies on any date during the period commencing 60 days prior to the public notice of an arrangement
that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control
(which 60-day period shall be extended so long as the rating of the Securities of the applicable series is under publicly announced consideration
for possible downgrade by either of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of
a particular reduction in, or termination of, any rating shall not be deemed to have occurred in respect of a particular Change of Control (and
thus shall not be deemed a Below Investment Grade Rating Event for purposes of a Change of Control Triggering Event) if the Rating Agency
or Rating Agencies ceasing to rate the Securities of the applicable series or making the reduction in rating to which this definition would
otherwise apply do not announce or publicly confirm or inform the Trustee in writing at its request that the termination or reduction was the
result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control
(whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).
      “ Beneficial Owner ” shall mean any Person who is considered a beneficial owner of a security for purposes of Rule 13d-3 promulgated
under the Exchange Act.
    “ Board of Directors ” means, with respect to any Person, either the board of directors of such Person or any duly authorized committee
empowered by that board to act with respect to this Indenture.

                                                                          2
      “ Board Resolution ” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors of the Company and to be in full force and effect on the date of such certification, and delivered to the
Trustee.
      “ Business Day ” means, with respect to any Place of Payment, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close, except as may
otherwise be provided in the form of Securities of any particular series pursuant to the provisions of this Indenture.
      “ Capital Stock ” of any Person means any and all shares, interests, participations or other equivalents (however designated) of capital
stock of such Person and all warrants or options to acquire such capital stock.
       “ Change of Control ” means the occurrence of any of the following: (i) prior to the consummation of the Mergers, (a) the direct or
indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the properties and assets of Express Scripts and its Subsidiaries taken as a whole to any Person or Group other than
Express Scripts or one of its Subsidiaries; (b) the approval by the holders of the Common Stock of Express Scripts or the Company of any plan
or proposal for the liquidation or dissolution of Express Scripts or the Company (whether or not otherwise in compliance with the provisions of
this Indenture); (c) the consummation of any transaction (including any merger or consolidation) the result of which is that any Person or
Group (other than the Company) becomes the Beneficial Owner directly or indirectly, of more than 50% of the then outstanding number of
shares of the Voting Stock of Express Scripts or the Company; (d) Express Scripts or the Company consolidates with or merges with or into
any Person, or any Person consolidates with, or merges with or into, Express Scripts or the Company, pursuant to a transaction in which any of
the outstanding Voting Stock of Express Scripts, the Company or such other Person is converted into or exchanged for cash, securities or other
property (except (x) when Voting Stock of Express Scripts or the Company is converted into, or exchanged for, at least a majority of the Voting
Stock of the surviving Person immediately after giving effect to the transaction or (y) pursuant to the Mergers); or (e) the first day on which a
majority of the members of the Board of Directors of Express Scripts are not Continuing Directors and (ii) following the consummation of the
Mergers, (a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole to any
Person or Group other than the Company or one of its Subsidiaries; (b) the approval by the holders of the Common Stock of the Company of
any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of the
Indenture); (c) the consummation of any transaction (including any merger or consolidation) the result of which is that any Person or Group
(other than one of the Company’s Subsidiaries) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the then outstanding
number of shares

                                                                         3
of the Voting Stock of the Company; (d) the Company consolidates with or merges with or into any person, or any person consolidates with, or
merges with or into, the Company, pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other Person
is converted into or exchanged for cash, securities or other property (except when Voting Stock of the Company is converted into, or
exchanged for, at least a majority of the Voting Stock of the surviving Person immediately after giving effect to the transaction); or (e) the first
day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors).
      “ Change of Control Offer ” has the meaning specified in Section 10.10(1).
      “ Change of Control Payment ” has the meaning specified in Section 10.10(1).
       “Change of Control Payment Date” has the meaning specified in Section 10.10(2)(iii).
      “ Change of Control Triggering Event ” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
      “ Code ” means the United States Internal Revenue Code of 1986, as amended, and regulations of the Unites States Department of
Treasury thereunder.
      “ Commission ” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if
at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time.
      “ Common Stock ” with respect to any Person, shall mean shares of such Person’s Common Stock or any other shares of Capital Stock of
such Person into which the Common Stock shall be reclassified or changed.
     “ Company ” means the corporation named as the “Company” in the preamble to this Indenture until a successor Person shall have
become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation.
      “ Company Request ” or “ Company Order ” means a written request or order signed in the name of the Company by (a) the Chairman of
its Board of Directors, its Chief Executive Officer, its President or a Vice President, its Chief Financial Officer, its Treasurer or an Assistant
Treasurer, and (b) its Secretary or an Assistant Secretary, and delivered to the Trustee.
      ““ Consolidated Net Worth ” means, with respect to any entity, at any date, the sum of all amounts which would be included under
stockholders’ equity on a consolidated balance sheet of such entity and its Subsidiaries determined in accordance

                                                                         4
with GAAP on such date or, in the event such date is not a fiscal quarter end, as of the immediately preceding fiscal quarter end; provided,
however , that, in calculating Consolidated Net Worth with respect to the Company following the consummation of the Mergers and prior to the
date that financial statements for the Company are available, such Consolidated Net Worth shall be calculated as of the immediately preceding
fiscal quarter end of Express Scripts after giving pro forma effect to the Mergers, the repayment of the indebtedness to be repaid in connection
with the Mergers and the financing obtained in connection with the foregoing.
      “ Continuing Directors ” means, as of any date of determination, any member of the relevant Board of Directors who (i) was a member of
such Board of Directors on the date of the issuance of the Securities (in the case of the Board of Directors of Express Scripts) or on the date of
the consummation of the Mergers (in the case of the Board of Directors of the Company); or (ii) was nominated for election or elected to such
Board of Directors with the approval of at least a majority of the Continuing Directors who were members of such Board of Directors at the
time of such nomination or election (either by a specific vote or by approval of a proxy statement in which such member was named as a
nominee for election as a director, without objection to such nomination).
      “ Corporate Trust Office ” means the principal corporate trust office of the Trustee, which office, at the date of execution of this
Indenture, is located at 625 Marquette Avenue, 11th Floor MAC N9311-115, Minneapolis, Minnesota 55479, Attention: Corporate Trust
Services, at which at any particular time its corporate trust business shall be administered.
      “ corporation ” means a corporation, association, company, limited liability company, joint-stock company or business trust.
      “ Covenant Defeasance ” has the meaning specified in Section 12.3.
      “ Default ” means any event which is, or after notice or passage of time or both, would be, an Event of Default.
      “ Defaulted Interest ” has the meaning specified in Section 3.7.
       “ Depositary ” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.1,
until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall
mean or include each person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used
with respect to the Securities of any such series shall mean the Depositary with respect to the Securities of that series.

                                                                         5
       “ Dollar ” or “ $ ” means a dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall be
legal tender for the payment of public and private debts.
       “ Environmental Laws ” means any and all current or future legally binding statutes, ordinances, orders, rules, regulations, judgments,
permits, licenses, authorizations, plans, directives, consent orders or consent decrees of or from any federal, state or local governmental
authority, agency or court, or any other binding requirements of governmental authorities relating to (i) the protection of the environment,
(ii) any activity, event or occurrence involving hazardous materials, or (iii) occupational safety and health, industrial hygiene, land use or, as
relating to the environment, the protection of human, plant or animal health or welfare, in any manner applicable to (x) prior to the
consummation of the Mergers, Express Scripts or any of its Subsidiaries or any of their respective properties or facilities or (y) following the
consummation of the Mergers, the Company or any of its Subsidiaries or any of their respective properties or facilities.
      “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.
       “ Event of Default, ” unless otherwise specified in the supplemental indenture or Officers’ Certificate delivered pursuant to Section 3.1
establishing a series of Securities, has the meaning specified in Section 5.1.
    “ Exchange Act ” means the United States Securities Exchange Act of 1934 and the rules and regulations promulgated by the
Commission thereunder and any statute successor thereto, in each case as amended from time to time.
      “ Expiration Date ” has the meaning specified in Section 1.4.
      “ Express Scripts Existing Revolving Credit Facility ” means that certain Credit Agreement dated as of August 13, 2010, among Express
Scripts and the lenders and agents from time to time party thereto, as amended, restated, supplemented, replaced, refinanced or otherwise
modified from time to time.
      “ Express Scripts ” means Express Scripts, Inc. and not any of its subsidiaries.
      “ Facilities ” means (i) that certain Credit Agreement dated as of August 5, 2011, among Express Scripts, the Company and the lenders
and agents from time to time party thereto and (ii) that certain Credit Agreement dated as of August 29, 2011, among Express Scripts, the
Company and the lenders and agents from time to time party thereto, in each case as amended, restated, supplemented, replaced, refinanced or
otherwise modified from time to time.
     “ GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements and pronouncements of the

                                                                          6
       Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States (“ U.S. GAAP ”) as in effect on the date of the Indenture; provided that for purposes of the
provisions of Article X and Section 13.10 (and, in each case, any definitions related thereto) as they relate to any series of Securities issued
after the date hereof (other than any additional Securities of the same series and on the same terms and conditions of Securities already issued),
GAAP means U.S. GAAP as in effect on the date of the supplemental indenture or Officers’ Certificate executed pursuant to Section 3.1 in
respect of such Securities.
       “ Global Security ” means a Security that evidences all or part of the Securities of any series, which is executed by the Company and
authenticated and delivered by the Trustee to the applicable Depositary for such series in accordance with Section 3.3, and bears the legend set
forth in Exhibit 1 (or such legend as may be specified as contemplated by Section 3.1 for such Securities).
      “ Group ” means any group of related Persons for purposes of Section 13(d) of the Exchange Act.
      “ Guarantee ” has the meaning stated in Section 13.1(1). The term “Guarantee” used as a verb has a corresponding meaning.
      “ Guarantor ” means (i) as of the date hereof, Express Scripts and the Subsidiaries of Express Scripts named on the signature pages
hereto (it being understood and agreed that Express Scripts and such Subsidiaries will be Subsidiaries of the Company following the
consummation of the Mergers) and (ii) in the future, the parties that become Guarantors pursuant to Section 10.11, but in each case excluding
Persons who cease to be obligated under the Guarantee in accordance with this Indenture.
       “ Hazardous Materials ” means (i) any chemical, material or substance defined as or included in any environmental law in the definition
of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous waste,” “acutely hazardous waste,” “radioactive
waste,” “biohazardous waste,” “pollutant,” “toxic pollutant,” “contaminant,” “restricted hazardous waste,” “infectious waste,” “toxic
substances,” or any other term or expression intended to define, list or classify substances by reason of properties harmful to health, safety or
the indoor or outdoor environment (including harmful properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity,
reproductive toxicity, “TCLP toxicity” or “EP toxicity” or words of similar import under any applicable Environmental Laws); (ii) any oil,
petroleum, petroleum fraction or petroleum derived substance; (iii) any drilling fluids, produced waters and other wastes associated with the
exploration, development or production of crude oil, natural gas or geothermal resources; (iv) any flammable substances or explosives; (v) any
radioactive materials; (vi) any friable asbestos-containing materials; (vii) urea formaldehyde foam insulation; (viii) electrical equipment which
contains any oil or dielectric fluid containing polychlorinated biphenyls; (ix) pesticide; and (x) any other

                                                                         7
chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental authority pursuant to Environmental
Laws.
      “ Holder ” means a Person in whose name a Security is registered in the Security Register.
       “ Indebtedness ” means, with respect to any Person, at a particular time, all items of such Person which constitute, without duplication,
(a) indebtedness for borrowed money (including capital leases) or the deferred purchase price of Property (other than accounts payable,
deferred compensation, customer advances, earn-outs, agreements providing for the holdback of up to 10% of the purchase price relating to an
acquisition and accrued expenses incurred in the ordinary course of business), (b) indebtedness evidenced by notes, bonds, debentures or
similar instruments, (c) obligations with respect to any conditional sale or other title retention agreement (excluding operating leases),
(d) indebtedness arising under acceptance facilities and the amount available to be drawn under all letters of credit issued for the account of
such Person and, without duplication, all drafts drawn thereunder to the extent such Person shall not have reimbursed the issuer in respect of
the issuer’s payment of such drafts, (e) all liabilities secured by any Lien (other than carriers’, warehousemen’s, mechanics’, repairmen’s or
other like non-consensual Liens arising in the ordinary course of business) on any Property owned by such Person even though such Person
shall not have assumed or otherwise become liable for the payment thereof; provided that in the event such Person shall not have assumed or
otherwise become liable for the payment thereof, the amount of such liabilities shall be deemed to be the lesser of (i) the fair market value of
the assets of such Person subject to such Lien and (ii) the amount of the liability secured by such Lien, (f) that portion of any obligation of such
Person, as lessee, which in accordance with GAAP as in effect at such time is required to be capitalized on the balance sheet of such Person, (g)
Securitized Indebtedness, and (h) all guarantees by such Person of any of the foregoing; provided , however , that, notwithstanding anything to
the contrary contained herein, for purposes of this definition, “Indebtedness” shall not include any intercompany indebtedness between or
among (x) prior to the consummation of the Mergers, Express Scripts and any of its Subsidiaries or (y) following the consummation of the
Mergers, the Company and any of its Subsidiaries.
       “ Indenture ” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto or Officers’ Certificates entered into pursuant to the applicable provisions hereof, including, for all purposes of
this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this
instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of a particular series of
Securities established as contemplated by Section 3.1; provided , however , that if at any time more than one Person is acting as Trustee under
this Indenture due to the appointment of one or more separate Trustees for any one or more separate series of Securities, “Indenture” shall
mean, with respect to such series of Securities for which any such Person is Trustee, this instrument as originally executed or as it may from
time to time be supplemented or amended by one or

                                                                         8
more indentures supplemental hereto or Officers’ Certificates entered into pursuant to the applicable provisions hereof and shall include the
terms of the particular series of Securities for which such Person is Trustee established as contemplated by Section 3.1, exclusive, however, of
any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or
provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto or
Officers’ Certificates executed and delivered after such person had become such Trustee, but to which such person, as such Trustee, was not a
party; provided , further that in the event that this Indenture is supplemented or amended by one or more indentures supplemental hereto or
Officers’ Certificates which are only applicable to certain series of Securities, the term “Indenture” for a particular series of Securities shall
only include the supplemental indentures or Officers’ Certificates applicable thereto.
      “ Interest Payment Date ,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such
Security.
      “ Investment Company Act ” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended
from time to time.
       “ Investment Grade Rating ” means a rating of Baa3 (or better) by Moody’s (or its equivalent under any successor rating category of
Moody’s) and a rating of BBB- (or better) by S&P (or its equivalent under any successor rating category of S&P), respectively, and the
equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Company under the
circumstances permitting the Company to select a replacement agency and in the manner for selecting a replacement agency, in each case as set
forth in the definition of “Rating Agency.”
      “ Legal Defeasance ” has the meaning specified in Section 12.2.
       “ Liens ” means any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest) and any option, trust or
other preferential arrangement having the practical effect of any of the foregoing.
     “ Margin Stock ” means any “margin stock”, as said term is defined in Regulation U of the Board of Governors of the Federal Reserve
System of the United States of America (or any successor), as the same may be amended or supplemented from time to time.
      “ Maturity ,” when used with respect to any Security, means the date on which the principal of such Security becomes due and payable as
therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption, repurchase at the option of the
Holder or otherwise.

                                                                          9
      “ Medco ” means Medco Health Solutions, Inc. and not any of its subsidiaries.
       “ Medco Term Loan and Revolving Credit Facility ” means that certain Credit Agreement dated as of April 30, 2007, among Medco and
the lenders and agents from time to time party thereto, as amended, restated, supplemented, replaced, refinanced or otherwise modified from
time to time.
       “ Merger Agreement ” means the Agreement and Plan of Merger, dated as of July 20, 2011, among Express Scripts, Medco, the
Company, Aristotle Merger Sub, Inc. and Plato Merger Sub, Inc., as amended by Amendment No. 1 thereto, dated as of November 7, 2011, and
as it may be further amended from time to time.
      “ Mergers ” means the merger of Aristotle Merger Sub, Inc., a Delaware corporation and Wholly Owned Subsidiary of the Company,
with and into Express Scripts, and the merger of Plato Merger Sub, Inc., a Delaware corporation and Wholly Owned Subsidiary of the
Company, with and into Medco.
      “ Moody’s ” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.
      “ Notice of Default ” means a written notice of the kind specified in Section 5.1(4).
      “ Obligations ” has the meaning specified in Section 13.1.
      “ Officer ” means the Chairman of the Board of Directors, the Chief Executive Officer, the President, any Vice President, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, any Secretary or any Assistant Secretary, in each case of the Company.
       “ Officers’ Certificate ” means a certificate signed by two Officers, and delivered to the Trustee. One of the Officers signing an Officers’
Certificate given pursuant to Section 10.4 shall be the principal executive, financial or accounting officer of the Company.
      “ Opinion of Counsel ” means a written opinion of counsel, who may be counsel for, or an employee of, the Company, and who shall be
reasonably acceptable to the Trustee.
      “ Original Issue Discount Security ” means any Security which provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2.
      “ Outstanding ,” when used with respect to Securities or Securities of any series, means, as of the date of determination, all such
Securities theretofore authenticated and delivered under this Indenture, except:

                                                                         10
            (1) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;
           (2) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or
  any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own
  Paying Agent) for the Holders of such Securities; 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;
            (3) Securities as to which Legal Defeasance has been effected pursuant to Section 12.2; and
           (4) Securities which have been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been
  authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to
  the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations
  of the Company;
provided , however , that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made
or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal
amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which
would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 5.2, (B) if, as of such date,
the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be
deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 3.1, (C) the principal amount of a
Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar
equivalent, determined as of such date in the manner provided as contemplated by Section 3.1, of the principal amount of such Security (or, in
the case of a Security described in clause (A) or (B) above, of the amount determined as provided in such clause), and (D) Securities owned by
the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor, shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only Securities which a responsible officer of the Trustee actually knows to be
so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company
or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

                                                                         11
      “ Paying Agent ” means any Person authorized by the Company to pay the principal or premium, if any, or interest, if any, on any
Securities on behalf of the Company, and shall initially be the Trustee.
       “ Permitted Sale Lease-Back Transactions ” means (i) prior to the consummation of the Mergers, sales or transfers by Express Scripts or
any Subsidiary of Express Scripts or (ii) following the consummation of the Mergers, sales or transfers by the Company or any Subsidiary of
the Company, in each case of any real property, improvements, fixtures, machinery and/or equipment with the intention of taking back a lease
thereof; provided , however , that “Permitted Sale-Leaseback Transactions” shall not include such transactions involving machinery and/or
equipment (excluding any lease for a temporary period of not more than 36 months with the intent that the use of the subject machinery and/or
equipment will be discontinued at or before the expiration of such period) relating to facilities (a) in full operation for more than 180 days as of
the date hereof ( provided that, for purposes of this definition as it relates to any series of Securities issued after the date hereof (other than any
additional Securities of the same series and on the same terms and conditions of Securities already issued), such period shall be 180 days as of
the date of the supplemental indenture or Officers’ Certificate executed pursuant to Section 3.1 in respect of such Securities) and (b) that are
material (i) prior to the consummation of the Mergers, to the business of Express Scripts and its Subsidiaries taken as a whole or (ii) following
the consummation of the Mergers, to the business of the Company and its Subsidiaries taken as a whole, in each case to the extent that the sum
of the aggregate sale price of such machinery and/or equipment from time to time involved in such transactions (giving effect to payment in
full under any such transaction and excluding the Applied Amounts plus the amount of obligations and Indebtedness from time to time secured
by Liens permitted under Section 10.8(21) herein, exceeds 15% of the Consolidated Net Worth (i) prior to the consummation of the Mergers, of
Express Scripts or (ii) following the consummation of the Mergers, of the Company.
        “ Person ” means any individual, corporation, partnership, limited partnership, general partnership, limited liability company, limited
liability partnership, business trust, association, joint stock company, joint venture, trust, trust company, bank, land trust, business trust or other
organizations, whether or not legal entities, incorporated or unincorporated organization or government or any agency or political subdivision
thereof.
     “ Place of Payment ,” when used with respect to the Securities of any series, means the place or places where the principal of and any
premium and interest on the Securities of that series are payable as specified in or as contemplated by Section 3.1.
      “ Predecessor Security ” of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security, and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen

                                                                           12
Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.
      “ Property ” means, with respect to any Person, all types of real, personal or mixed property and all types of tangible or intangible
property owned or leased by such Person.
      “ Purchase Notice ” means a notice delivered by a Holder in accordance with Section 10.10 in the form set forth in Exhibit 1.
       “ Rating Agency ” or “ Rating Agencies ” means each of Moody’s and S&P; provided that if any of Moody’s or S&P ceases to provide
rating services to issuers or investors, the Company may appoint another “nationally recognized statistical rating organization” within the
meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act as a replacement for such Rating Agency that is reasonably acceptable to the
Trustee.
      “ Record Date ” means any Regular Record Date or Special Record Date.
       “ Redemption Date ,” when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to
this Indenture.
       “ Redemption Price ,” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to
this Indenture.
       “ Regular Record Date ” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for
that purpose as contemplated by Section 3.1.
       “ Restricted Subsidiary ” means (i) prior to the consummation of the Mergers, Express Scripts and each Subsidiary of Express Scripts
that is not an Unrestricted Subsidiary (other then the Company) and (ii) following the consummation of the Mergers, any Subsidiary of the
Company that is not an Unrestricted Subsidiary.
      “ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.
      “ Securities ” means any securities authenticated and delivered under this Indenture.
      “ Securities Act ” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.
      “ Security Register ” and “ Security Registrar ” have the respective meanings specified in Section 3.5.
     “ Securitized Indebtedness ” means, with respect to any Person as of any date, the reasonably expected liability of such Person for the
repayment of, or otherwise relating to, all accounts receivable, general intangibles, chattel paper or other financial

                                                                        13
assets and related rights and assets sold or otherwise transferred by such Person, or any Subsidiary or Affiliate thereof, on or prior to such date.
      “ Special Record Date ” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7.
      “ Stated Maturity ,” when used with respect to any Security or any installment of principal thereof or interest, if any, 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, if any, is
due and payable.
        “ Subsidiary ” with respect to any Person means (i) any corporation, association or other business entity of which more than 50% of the
total voting power of shares of capital stock or other equity interests entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of
the other Subsidiaries of such Person (or a combination thereof), (ii) any partnership, limited liability company or similar pass-through entity
the sole general partner or the managing general partner or managing member of which is such Person or a Subsidiary of such Person and
(iii) any partnership, limited liability company or similar pass-through entity the only general partners, managing members or Persons, however
designated in corresponding roles, of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).
      “ Trust Indenture Act ” means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed, except as
provided in Section 9.5; provided , however , that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture
Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.
      “ Trustee ” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee
hereunder, 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.
      “ Unrestricted Subsidiary ” means (i) prior to the consummation of the Mergers, any Subsidiary of Express Scripts that is not a Guarantor
or required to be a Guarantor pursuant to Section 10.11 hereof (other than the Company) and (ii) following the consummation of the Mergers,
any Subsidiary of the Company that from time to time is not a Guarantor or required to be a Guarantor pursuant to Section 10.11 hereof.
      “ U.S. Government Obligation ” means (x) any security which is (i) a direct obligation of the United States of America for the payment
of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person

                                                                         14
controlled or supervised by and acting as an agency or instrumentality of the United States of America, the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case under clauses (i) or (ii), is
not callable or redeemable at the option of the issuer thereof, and (y) shall also include a depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in clause (x) above and
held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on
any U.S. Government Obligation which is so specified and held; provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.
     “ Vice President ,” when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a
number or a word or words added before or after the title “vice president.”
      “ Voting Stock ” means, with respect to any Person as of any date, the Capital Stock of such Person that is at the time entitled to vote
generally in the election of the Board of Directors of such Person.
      “ Wholly Owned Subsidiary ” means, when used with respect to any Person, (i) any corporation, association or other business entity of
which 100% of the shares of Capital Stock or other equity interests is at the time owned or controlled, directly or indirectly, by such Person or
one or more of the other Subsidiaries of such Person (or a combination thereof) and (ii) any partnership, limited liability company or similar
pass-through entity the sole partners, members or persons, however designated in corresponding roles, of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof).
      SECTION 1.2. Compliance Certificates and Opinions.
       Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee (1) an Officers’ Certificate stating that 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 stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with.
      Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
             (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions
   herein relating thereto;

                                                                           15
           (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 each such individual, he or she has made such examination or investigation as is necessary to
  enable him or her to express an informed opinion as to whether or not there has been compliance with such covenant or condition; and
            (4) a statement as to whether, in the opinion of each such individual, there has been compliance with such condition or covenant.
      SECTION 1.3. Form of Documents Delivered to Trustee.
       In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters in one or several documents.
       Any certificate or opinion of an officer of the Company or any Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such
certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Company or any Guarantor, as applicable, stating that the information with respect to such factual matters is in the
possession of the Company or any Guarantor, as the case may be, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such matters are erroneous. Any such certificate or Opinion of Counsel
may be based, insofar as it relates to accounting matters, upon a certificate or opinion of, or representations by, an accountant (who may be an
employee of the Company) or firm of accountants, unless such counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two
or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.
      SECTION 1.4. Acts of Holders; Record Dates.
     Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given,
made or taken by

                                                                         16
Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an
agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument
or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. The Trustee shall promptly deliver to
the Company copies of all such instrument or instruments and records delivered to the Trustee. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “ Act ” of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and
(subject to Section 6.1) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.
       The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him or her the execution thereof. Where such execution is by a signer acting in a
capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The
fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.
      The ownership of Securities shall be proved by the Security Register.
      Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation
of such action is made upon such Security.
       The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series
entitled to give, make or take any request, demand, authorization, direction, vote, notice, consent, waiver or other action provided or permitted
by this Indenture to be given, made or taken by Holders of Securities of such series; provided that the Company may not set a record date for,
and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred
to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such
record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record
date; provided further that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of
the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for

                                                                         17
which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by
Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by
Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the
manner set forth in Section 1.6.
       The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled
to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.2, (iii) any request to
institute proceedings referred to in Section 5.7 or (iv) any direction referred to in Section 5.12, in each case with respect to Securities of such
series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other
Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the
requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent
the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon
the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph
shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense,
shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing
and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6.
       With respect to any record date set pursuant to this Section, the party hereto which sets such record dates may designate any day as the “
Expiration Date ” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be
effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the
relevant series in the manner set forth in Section 1.6, on or prior to the existing Expiration Date. If an Expiration Date is not designated with
respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated
the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in
this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

                                                                         18
      Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so
with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any part of such principal amount.
      SECTION 1.5. Notices, Etc., to Trustee and Company.
      Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,
             (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed
   in writing (or by facsimile transmission ((612)-667-9825); provided that oral confirmation of receipt shall have been received) to or with the
   Trustee at its Corporate Trust Office, or
             (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein
   expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of the Company’s
   principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the
   Company, Attention: Chief Financial Officer, with a copy to the Secretary; provided that such notice shall not be deemed to be given until
   received by the Company.
      SECTION 1.6. Notice to Holders; Waiver.
       Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at its address as it appears in the
Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In
any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.
       In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose
hereunder.

                                                                           19
      SECTION 1.7. Conflict with Trust Indenture Act.
      If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under the Trust
Indenture Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act 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.
      SECTION 1.8. Effect of Headings and Table of Contents.
      The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.
      SECTION 1.9. Successors and Assigns.
      All covenants and agreements in this Indenture by each of the Company and the Guarantors shall bind its successors and assigns, whether
so expressed or not.
      SECTION 1.10. Separability Clause.
      In case any provision in this Indenture or in 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.
      SECTION 1.11. Benefits of Indenture.
      Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.
      SECTION 1.12. Governing Law; Waiver of Jury Trial
    THIS INDENTURE, THE GUARANTEES AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY AND THE TRUSTEE
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
GUARANTEES, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.
      SECTION 1.13. Legal Holidays.
      In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any
Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a

                                                                          20
provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and
premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place
of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date or at the Stated Maturity.
      SECTION 1.14. Indenture and Securities Solely Corporate Obligations.
        None of the Company’s or any Guarantor’s past, present or future directors, officers, employees or shareholders, as such, shall have any
liability for any of the Company’s or any Guarantor’s obligations under this Indenture or the Securities or for any claim based on, or in respect
or by reason of, such obligations or their creation. By accepting a Security, each holder waives and releases all such liability. This waiver and
release is part of the consideration for the issuance of the Securities.
      SECTION 1.15. Indenture May be Executed in Counterparts.
       This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by
facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu
of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original
signatures for all purposes.
      SECTION 1.16. Acceptance of Trust.
      Wells Fargo Bank, National Association, the Trustee named herein, hereby accepts the trusts in this Indenture declared and provided,
upon the terms and conditions set forth herein.
      SECTION 1.17. 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 strikes, work stoppages, accidents, acts of war or terrorism, civil or
military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or
computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable under the circumstances.
      SECTION 1.18. 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
and in order to help fight the

                                                                         21
funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that
establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such
information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.


                                                                    ARTICLE II
                                                                   Security Forms
      SECTION 2.1. Form and Dating.
       The Securities and the Trustee’s certificate of authentication with respect thereto shall be substantially in the form of Exhibit 1 which is
hereby incorporated in, and expressly made a part of, this Indenture (subject to any changes to any Securities issued after the date hereof
pursuant to Section 3.1). The Securities may have notations, legends or endorsements required by law, stock exchange or automated quotation
system on which the Securities may be listed, quoted or designated for issuance, agreements to which the Company is subject, if any, or usage
(provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Security shall be dated the date of its
authentication. The terms of the Securities set forth in Exhibit 1 are part of the terms of this Indenture. The Guarantees shall be in substantially
the form set forth in Exhibit 2.


                                                                    ARTICLE III
                                                                    The Securities
      SECTION 3.1. Amount Unlimited; Issuable in Series.
      The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.
      The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to
Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series, any or all of the following:
            (1) the title of the Securities of the series (which shall distinguish the Securities of the series from 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 3.4, 3.5, 3.6, 9.6 or

                                                                          22
11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
         (3) the price or prices at which the Securities of such series will be offered by the Company (such price or prices to be expressed as
a percentage of the principal amount of the Securities of such series);
          (4) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
         (5) the date or dates on which the principal of any Securities of the series is payable;
          (6) the rate or rates at which any Securities of the series shall bear interest, if any, or the method of determining the rate or rates,
the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable or the
method of determining such dates and the Regular Record Date for any such interest payable on any Interest Payment Date;
          (7) the rate or rates of interest, if any, payable on overdue installments of principal of, or any premium or interest on the Securities
of such series, and the basis upon which interest shall be calculated if other than that of a 360-day year comprised of twelve 30-day months;
         (8) the place or places where the principal of and any premium, if any, and interest on any Securities of the series shall be payable;
         (9) the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the
series may be redeemed, in whole or in part, at the option of the Company or otherwise and, if other than by a Board Resolution, the manner
in which any election by the Company to redeem the Securities shall be evidenced;
          (10) if other than denominations of $2,000 and any integral multiples of $1,000 in excess thereof, the denominations in which any
Securities of the series shall be issuable;
         (11) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an
index or pursuant to a formula, the manner in which such amounts shall be determined;
         (12) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of
or any premium or interest on any Securities of the series shall be payable and the manner of determining

                                                                        23
the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of
“Outstanding” in Section 1.1;
         (13) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or
the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the
currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is
made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so
payable (or the manner in which such amount shall be determined);
         (14) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall
be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
          (15) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or
more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date
for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other
than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the
manner in which such amount deemed to be the principal amount shall be determined);
          (16) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities
and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such
Global Security in addition to or in lieu of those set forth in Exhibit 1 and any circumstances in which any such Global Security may be
exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the
name or names of Persons other than the Depositary for such Global Security or a nominee thereof;
         (17) 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 5.2;
         (18) any Authenticating Agents, Paying Agents or Security Registrars;
         (19) whether Securities of the series are entitled to any benefits of any Guarantee of any Guarantors pursuant to this Indenture;
         (20) the terms, if any, of the transfer, mortgage, pledge or assignment as security for the Securities of the series of any properties,
assets, moneys, proceeds, securities or other collateral, including whether certain provisions of the Trust

                                                                      24
   Indenture Act are applicable and any corresponding changes to provisions of this Indenture as then in effect;
            (21) any addition to or change in the covenants set forth in Article X which applies to Securities of the series; and
            (22) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted
   by Section 9.1(5)).
       All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or
pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’
Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series.
      If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the
Officers’ Certificate setting forth the terms of the series.
      SECTION 3.2. Denominations.
      The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be
specified as contemplated by Section 3.1. In the absence of any such specified denomination with respect to the Securities of any series, the
Securities of such series shall be issuable in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.
      SECTION 3.3. Execution, Authentication, Delivery and Dating.
      The Securities shall be executed on behalf of the Company by the Chairman of its Board of Directors, its principal financial officer, its
Chief Executive Officer, its President or one of its Vice Presidents, its Treasurer or its Assistant Treasurer, attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile.
       The Guarantee endorsed on any Securities shall be executed on behalf of the Guarantor by the Chairman of its Board of Directors, its
principal financial officer, its Chief Executive Officer, its President or one of its Vice Presidents, its Treasurer or its Assistant Treasurer,
attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Guarantee may be manual or facsimile.
       Securities or any Guarantee endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper
officers of the Company or the Guarantors, as applicable, shall bind the Company or the Guarantors, as

                                                                          25
applicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of
such Securities or did not hold such offices at the date of such Securities.
       At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company and, if applicable, having endorsed thereon the Guarantees executed as provided in Section 13.1 to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the
Company Order (which may provide that Securities that are the subject thereof will be authenticated and delivered by the Trustee from time to
time upon the telephonic or written order of Persons designated in said Company Order and that such Persons are authorized to determine such
terms and conditions of said Securities as are specified in the Company Order) shall authenticate and deliver such Securities. If the form or
terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Section 3.1, in
authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall
receive, and (subject to Section 6.1) shall be fully protected in conclusively relying upon, a copy of such Board Resolution, the Officers’
Certificate setting forth the terms of the series and an Opinion of Counsel, with such Opinion of Counsel stating:
         (1) that such terms have been established in conformity with the provisions of this Indenture; and
          (2) that this Indenture and such Securities, 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, and,
if applicable, the Guarantees endorsed thereon will constitute valid and legally binding obligations of the Guarantors, in each case enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity principles.
       However, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.
      Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at
one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.1 or the Company Order and
Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if
such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

                                                                         26
      Each Security shall be dated the date of its authentication.
       No Security or Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose
unless there appears on such Security a certificate of authentication substantially in the form provided for in Exhibit 1 executed by the Trustee
by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided
in Section 3.9, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.
      SECTION 3.4. Temporary Securities.
       Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially in the form of the definitive Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their
execution of such Securities.
       If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable
for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any
series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the
same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of
any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.
      SECTION 3.5. Registration; Registration of Transfer and Exchange.
       The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or in
any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “ Security Register ”)
in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of
transfers and exchanges of Securities. The Trustee initially is hereby appointed “ Security Registrar ” for the purpose of registering Securities
and transfers and exchanges of

                                                                        27
Securities as herein provided. The Company may change any Security Registrar without prior notice to any Holder. The Company or any of its
Subsidiaries may act as Security Registrar.
       The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of
transfer. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for
that series, the Company, if the requirements of this Indenture are met, shall execute, and the Trustee shall authenticate and deliver, in the name
of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount, and having endorsed thereon a Guarantee executed by the Guarantors.
      If the requirements of this Indenture are met, then, at the option of the Holder, Securities of any series may be exchanged for other
Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the
Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive, and having endorsed
thereon a Guarantee executed by the Guarantor.
      All Securities and the Guarantee endorsed thereon issued upon any registration of transfer or exchange of Securities and the Guarantee
endorsed thereon, shall be the valid obligations of the Company and the Guarantors, respectively, evidencing the same debt, and entitled to the
same benefits under this Indenture, as the Securities and the Guarantee endorsed thereon surrendered upon such registration of transfer or
exchange.
      No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange
of Securities, other than exchanges pursuant to Sections 3.4, 9.6 or 11.7 not involving any transfer.
       If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to
issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period
beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected or
identified for redemption and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any
Security so selected or identified for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

                                                                          28
      SECTION 3.6. Mutilated, Destroyed, Lost and Stolen Securities.
      If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding, and having endorsed thereon a Guarantee executed by the Guarantors, if applicable.
       If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and
the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like
tenor and principal amount and bearing a number not contemporaneously outstanding, and having endorsed thereon a Guarantee executed by
the Guarantors, if applicable.
      In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security.
      Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.
       Every new Security of any series and the Guarantee endorsed thereon, issued pursuant to this Section in lieu of any mutilated, destroyed,
lost or stolen Security shall constitute an original additional contractual obligation of the Company and the Guarantors, as applicable, whether
or not the mutilated, 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.
      The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.
      SECTION 3.7. Payment of Interest; Interest Rights Preserved.
      Except as otherwise provided in or as contemplated by Section 3.1 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
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; provided that on the
maturity date for any series of Securities, the Company will pay accrued and unpaid

                                                                          29
interest to the Person to whom the Company pays the principal amount, instead of the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date.
      In the case of Securities represented by a Global Security registered in the name of or held by a Depository or its nominee, unless
otherwise specified by Section 3.1, payment of principal, premium, if any, and interest, if any, will be made to the Depository or its nominee, as
the case may be, as the registered owner or Holder of such Global Security. None of the Company, the Guarantors, the Trustee, the Paying
Agent, any Authenticating Agent or the Security Registrant for such Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of a beneficial ownership interest in a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
      Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called “ Defaulted Interest ”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:
             (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series
  (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such
  Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of
  Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the
  Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted
  Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when
  deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the
  Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not fewer than
  10 days prior to the date of the proposed payment and not fewer than 10 days after the receipt by the Trustee of the notice of the proposed
  payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company,
  shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of
  Securities of such series in the manner set forth in Section 1.6, not fewer than 10 days prior to such Special Record Date. Notice of the
  proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be
  paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of
  business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

                                                                        30
           (2) The Company may make payment of any Defaulted Interest on the Securities of any series at any time in any other lawful
  manner not inconsistent with the requirements of any automated quotation system or securities exchange on which such Securities may be
  quoted or listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the
  proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.
      Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.
      SECTION 3.8. Persons Deemed Owners.
     Prior to due presentment of a Security for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the
Company, the Guarantors 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 principal of and any premium and (subject to Section 3.7) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and none of the Company, the Guarantors, the Trustee or any agent of the
Company, the Guarantors or the Trustee shall be affected by notice to the contrary.
      In the case of a Global Security, so long as the Depository for such Global Security, or its nominee, is the registered owner of such
Global Security, such Depository or such nominee, as the case may be, will be considered the sole owner or Holder of the Securities
represented by such Global Security for all purposes under this Indenture. Except as provided in Section 3.1, owners of beneficial interests in a
Global Security will not be entitled to have Securities that are represented by such Global Security registered in their names, will not receive or
be entitled to receive physical delivery of such Securities in definitive form and will not be considered the owners or Holders thereof under this
Indenture.
      Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall (i) prevent the Company, the Guarantors, the
Trustee or any agent of the Company, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization
furnished by a Depository or (ii) impair, as between a Depository and holders of beneficial interests in any Global Security, the operation of
customary practices governing the exercise of the rights of the Depository as Holder of such Global Security.
      None of the Company, the Guarantors, the Trustee, any Paying Agent, any Authenticating Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or payments made on account of beneficial

                                                                         31
ownership interest in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest.
      SECTION 3.9. Cancellation.
      All Securities surrendered for payment, redemption or registration of transfer or exchange shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee and shall be promptly canceled by it. 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, and all Securities so delivered shall be promptly canceled by the Trustee.
No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities shall be disposed of by the Trustee in accordance with its customary procedures.
      SECTION 3.10. Computation of Interest.
       Except as otherwise specified in or as contemplated by Section 3.1 for Securities of any series, interest on the Securities of each series
shall be computed on the basis of a 360-day year comprised of twelve 30-day months.
      SECTION 3.11. CUSIP Numbers, ISINs and Common Code Numbers.
      The Company in issuing the Securities may use “CUSIP” numbers, ISINs, and “Common Code” numbers (in each case, if then generally
in use), and, if so, the Trustee shall use “CUSIP” numbers, ISINs and “Common Code” numbers 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 of such numbers either as
printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers
printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee in writing of any change in any “CUSIP” numbers, ISINs or “Common Code” numbers applicable to the Securities.


                                                                   ARTICLE IV
                                                            Satisfaction and Discharge
      SECTION 4.1. Satisfaction and Discharge of Indenture.
      (1) This Indenture shall cease to be of further effect with respect to any series of Securities (except as to any surviving rights expressly
provided for herein or in a supplemental indenture or Officers’ Certificate delivered pursuant to Section 3.1 for a

                                                                         32
series of Securities), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture when:
     (i) the Company delivers to the Trustee all Outstanding Securities of a series (other than (x) Securities of such series which have been
  destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (y) Securities of such series for whose
  payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company
  or discharged from such trust, as provided in Section 10.3) for cancellation or
      (ii) all Outstanding Securities of a series not theretofore delivered to the Trustee for cancellation:
         (a) have become due and payable; or
         (b) will become due and payable at their Stated Maturity within one year; or
        (c) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the
  Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company;
and in the case of clause (ii), the Company irrevocably deposits with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 6.9 and agrees to comply with the provisions of this Article applicable to it) 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 such Securities, (A) money in an
amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in
each case sufficient without consideration of reinvestment of interest, in the opinion of a nationally recognized firm of independent certified
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 any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such series of Securities
not previously delivered to the Trustee for cancelation (other than Securities replaced pursuant to Section 3.6) at the respective Stated
Maturities or on the respective Redemption Date, as the case may be, in accordance with the terms of this Indenture and such Securities and, in
the case of either of clauses (i) or (ii), the Company (x) has paid or caused to be paid all other sums payable hereunder by the Company and
(y) has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that there has been compliance with all
conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such series of Securities.

                                                                          33
       (2) Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, (i) the obligations of the
Company with respect to such Securities under Sections 4.2, 6.6, 6.7, 6.10, 6.11 and the last paragraph of Section 10.3 (as applicable) and (ii)
the rights, powers, trusts, duties and immunities of the Trustee hereunder shall in each case survive with respect to such series of Securities.
       SECTION 4.2. Application of Trust Money.
       Subject to the provisions of the last paragraph of Section 10.3, all money and U.S. Government Obligations deposited with the Trustee
pursuant to Sections 4.1 or 12.4 and all money received by the Trustee in respect of U.S. Government Obligations deposited with the Trustee,
shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee.
       SECTION 4.3. Repayment to the Company.
      Upon termination of the trust pursuant to Sections 4.1 or 12.4 hereof, the Trustee and Paying Agent shall promptly pay to the Company
any excess money or U.S. Government Obligations.


                                                                   ARTICLE V
                                                                    Remedies
       SECTION 5.1. Events of Default.
      “ Event of Default ,” wherever used herein with respect to Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), except to the extent such
event is specifically deleted or modified as contemplated by Section 3.1 for the Securities of that series:
           (1) default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of
  such default for a period of 30 days; or
            (2) default in the payment of the principal of or any premium on any Security of that series at its Maturity or when otherwise due;
  or
          (3) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or
  evidenced any Indebtedness

                                                                        34
(or the payment of which is guaranteed by any Restricted Subsidiary), if that default is caused by a failure to pay principal at its stated
maturity after giving effect to any applicable grace period, or results in the acceleration of such Indebtedness prior to its stated maturity and,
in each case, the principal amount of any such Indebtedness, together with the principal amount of any other Indebtedness under which there
has been a payment default after stated maturity or the maturity of which has been so accelerated, aggregates $100 million or more; or
           (4) default in the performance, or breach, of any covenant, agreement or warranty of the Company in this Indenture or in any
supplemental indenture to this Indenture or Officers’ Certificate issued pursuant to Section 3.1 (in each case other than any default described
in clause (1) or (2) above) with respect to or applicable to that series of Securities and continuance of such default for a period of 60 days
after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders
of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “ Notice of Default ” hereunder; or
           (5) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or any
Guarantor in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar
law or (B) a decree or order adjudging the Company or any Guarantor bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Guarantor under any applicable
Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company
or any Guarantor or of any substantial part of the property of the Company or any Guarantor, or ordering the winding up or liquidation of the
affairs of the Company or any Guarantor ; or
           (6) the commencement by the Company or any Guarantor of a voluntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or
the consent by the Company or any Guarantor to the entry of a decree or order for relief in respect of the Company or any Guarantor in an
involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against the Company or any Guarantor, or the filing by the Company or
any Guarantor of a petition or answer or consent seeking reorganization or similar relief under any applicable Federal or State law, or the
consent by the Company or any Guarantor to the filing of such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Guarantor or of any substantial part of the
property of the Company or any Guarantor, or the making by the Company or any Guarantor of a general assignment for the benefit of
creditors,

                                                                      35
or the admission by the Company or any Guarantor in writing of its inability to pay its debts generally as they become due, or the taking of
corporate action by the Company or any Guarantor in furtherance of any such action; or
            (7) a Guarantee ceases to be in full force and effect or is declared to be null and void and unenforceable or the Guarantee is found
  to be invalid or a Guarantor denies its liability under its Guarantee (other than by reason of release of the Guarantor in accordance with the
  terms hereof); or
            (8) any other Event of Default provided with respect to Securities of that series provided for pursuant to Section 3.1(17).
      SECTION 5.2. Acceleration of Maturity; Rescission and Annulment.
             (1) If an Event of Default, other than an Event of Default specified in Sections 5.1(5) or 5.1(6), with respect to Securities of any
  series at the time Outstanding occurs and is continuing, then either the Trustee or the Holders of at least 25% in principal amount of the
  Outstanding Securities of that series may require the Company to repay immediately the principal of and any unpaid premium and interest
  on (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may
  be specified by the terms thereof), all Outstanding Securities of the affected series. The Holders of at least a majority in principal amount of
  the Outstanding Securities of the affected series may rescind and annul that acceleration if all Events of Default with respect to the Securities
  of that series, other than the nonpayment of accelerated principal, have been cured or waived as provided in this Indenture. An Event of
  Default arising pursuant to Sections 5.1(5) or 5.1(6) shall cause the principal of, and any unpaid premium and interest on (or, if any
  Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified
  by the terms thereof), all Securities to become immediately due and payable without any declaration or other act by the Trustee, the Holders
  of the Securities or any other party.
            (2) Other than its duties in the case of a default, the Trustee is not obligated to exercise any of its rights or powers under this
  Indenture at the request or direction of any Holder of any series of Securities, unless the Holders offer to the Trustee indemnity reasonably
  satisfactory to the Trustee. If the Holders offer such indemnity to the Trustee, then the Holders of at least a majority in principal amount of
  the Outstanding Securities of the affected series will have the right, subject to certain limitations, to direct the time, method and place of
  conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to
  the Securities of that series.
      SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee.
      The Company covenants that if:

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           (1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default
  continues for a period of 30 days; or
            (2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof;
      the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due
and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates borne by such Securities, and, in
addition thereto, such further amount 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.
      If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust,
may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree
and may enforce the same against the Company or any Guarantor or any other obligor upon such Securities and collect the moneys adjudged or
decreed to be payable in the manner provided by law out of the property of the Company, any Guarantor or any other obligor upon such
Securities, wherever situated.
       If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.
      SECTION 5.4. Trustee May File Proofs of Claim.
       In any case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other any judicial proceeding relative to the Company (or any Guarantor or other obligor upon the Securities), its property or its
creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized
under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee
shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same,
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and to pay to the Trustee any amount due it for the

                                                                         37
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 6.7.
      No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.
      SECTION 5.5. Trustee May Enforce Claims Without Possession of Securities.
       All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the
Holders of the Securities in respect of which such judgment has been recovered.
      SECTION 5.6. Application of Money Collected.
      Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities in
respect of which moneys have been collected and the notation thereon of the payment if only partially paid and upon surrender thereof if fully
paid:
      FIRST: To the payment of all amounts due the Trustee under Section 6.7;
     SECOND: In case the principal of the Securities of such series in respect of which moneys have been collected shall not have become
  and be then due and payable, to the payment of interest, if any, on the Securities of such series in default in the order of the maturity of the
  installments of such interest, with interest (to the extent that such interest has been collected by such Trustee and to the extent permitted by
  law) upon the overdue installments of interest at the rate borne by such Securities, such payments to be made ratably to the persons entitled
  thereto, without discrimination or preference;
     THIRD: In case the principal or any premium of the Securities of such series in respect of which moneys have been collected shall have
  become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Securities of such series
  for principal, any premium and interest, if any, with interest upon the overdue principal, and (to the extent that such interest has been
  collected by such Trustee and to the extent permitted by

                                                                        38
  law) upon overdue installments of interest at the rate borne by the Securities of such series; and in case such moneys shall be insufficient to
  pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such principal, any premium and
  interest, without preference or priority of principal over interest, or of interest over principal, or of any installment of interest over any other
  installment of interest, or of any Security of such series over any other Security of such series, ratably to the aggregate of such principal and
  accrued and unpaid interest; and
      FOURTH: The balance, if any, to the Company or any other Person or Persons lawfully entitled thereto.
      SECTION 5.7. Limitation on Suits.
      No Holder of any Security of any series shall have any right to institute any proceeding under this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy under this Indenture, unless each of the following shall have occurred:
            (1) such Holder has previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of
  that series; and
             (2) the Holders of at least 25% in principal amount of the Outstanding Securities of that series have made a written request to the
  Trustee to pursue the remedy and have offered, and if requested provided, indemnity reasonably satisfactory to the Trustee against any loss,
  liability or expense incurred in connection with such pursuit; and
            (3) the Trustee has failed to comply with such request within 60 days after receipt of such notice, request and offer of indemnity;
  and
             (4) the Trustee has not received from the Holders of a majority in aggregate principal amount of Outstanding Securities of such
  series, a direction inconsistent with such request during that 60-day period.
      SECTION 5.8. Unconditional Right of Holders to Receive Principal, Premium and Interest.
      Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of and any premium and (subject to Section 3.7) interest on such Security on the respective
Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of such Holder.

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      SECTION 5.9. Restoration of Rights and Remedies.
      If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has
been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case,
subject to any determination in such proceeding, the Company, any Guarantor, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.
      SECTION 5.10. Rights and Remedies Cumulative.
      Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.
      SECTION 5.11. Delay or Omission Not Waiver.
     No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee (subject to the limitations contained in this Indenture) or by the Holders, as the case may be.
      SECTION 5.12. Control by Holders.
      The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series; provided that:
            (1) such direction shall not be in conflict with any rule of law or with this Indenture and the Trustee shall not have determined that
  the action so directed would be unjustly prejudicial to Holders of Securities of that series, or any other series, not taking part in such
  direction; and
           (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction or this
  Indenture.

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      SECTION 5.13. Waiver of Past Defaults.
      The Holders of at least a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all of
the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default:
      (1) in the payment of the principal of or any premium or interest on any Security of such series or the payment of any redemption price,
purchase price or repurchase price with respect to any Securities of such series; or
     (2) in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of each
Holder of such series affected.
      Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.
      SECTION 5.14. Undertaking for Costs.
       All parties to this Indenture agree, and each Holder of any Security by his or her acceptance thereof, shall be deemed to have agreed that
any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the
Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit and that such court may in its discretion assess reasonable costs, including reasonable attorney’s fees and expenses, against any
party litigant in such suit, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the
Company or in any suit instituted by the Trustee, to any suit instituted by any Holder or group of Holders for the enforcement of the payment of
the principal of, or any premium or interest on, any Security on or after the due date for such payment.
      SECTION 5.15. Waiver of Stay or Extension Laws.
      The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly
waives 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.

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                                                                   ARTICLE VI
                                                                    The Trustee
      SECTION 6.1. Certain Duties and Responsibilities.
        The duties and responsibilities of the Trustee shall be as expressly set forth in this Indenture and as provided by the Trust Indenture Act.
Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Section. No provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or its own willful misconduct, subject to Section 6.3.
      SECTION 6.2. Notice of Defaults.
       If a Default or Event of Default has occurred and the Trustee has received notice of the Default or Event of Default in accordance with
this Indenture, the Trustee must mail to each Holder a notice of the Default or Event of Default within 30 days after the occurrence of the Event
of Default. However, the Trustee need not mail the notice if the Default or Event of Default (a) has been cured or waived; or (b) is not in the
payment of any amounts due with respect to any Security and the Trustee in good faith determines that withholding the notice is in the best
interests of Holders. In addition, the Trustee shall give the Holders of Securities of such series notice of such Default or Event of Default
actually known to it as and to the extent provided by the Trust Indenture Act.
      SECTION 6.3. Certain Rights of Trustee.
      Subject to the provisions of Section 6.1:
            (1) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely and shall be protected in acting or
  refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
  debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or
  presented by the proper party or parties;
           (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company
  Order, and any resolution of the Company’s Board of Directors may be sufficiently evidenced by a Board Resolution;

                                                                          42
          (3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior
to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, conclusively rely upon an Officers’ Certificate;
         (4) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon;
          (5) other than its duties in the case of a default pursuant to Section 5.2, the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction of any Holder, unless such Holders offer to the Trustee
indemnity reasonably satisfactory to the Trustee;
         (6) 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, but the Trustee, in its discretion, may make further inquiry or investigation into such facts or matters as it may see fit;
          (7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder;
          (8) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed
by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
         (9) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a responsible officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Securities and this Indenture;
          (10) the permissive rights of the Trustee to do the things enumerated in this Indenture shall not be construed as a duty unless so
specified herein. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or
willful misconduct;
         (11) whenever in the administration of the trusts imposed upon it by this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering any action hereunder, such matter may be deemed to be conclusively
proved and established by an Officers’ Certificate, and such Officers’ Certificate shall be full warrant to the Trustee for any action taken or

                                                                       43
   suffered in good faith under the provisions of the Indenture in reliance upon such Officers’ Certificate, but in its discretion the Trustee may,
   in lieu thereof, accept other evidence of such matter or may request such additional evidence as it may deem reasonable;
           (12) in no event shall the Trustee be responsible or liable for special, indirect, punitive 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;
            (13) the rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are
   extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person
   employed to act hereunder;
            (14) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder;
   and
            (15) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers
   authorized at such time to take specified actions pursuant to this Indenture.
      SECTION 6.4. Not Responsible for Recitals or Issuance of Securities.
       The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity, sufficiency or priority of this Indenture or of the Securities, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder, and that the statements made
by it or to be made by it in any Statement of Eligibility on Form T-1 supplied to the Company are true and accurate as of the date thereof.
Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds
thereof.
      SECTION 6.5. May Hold Securities and Act as Trustee Under Other Indentures.
      The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or
any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.8 and 6.13, may otherwise deal with the
Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.
      Subject to the limitations imposed by the Trust Indenture Act, nothing in this Indenture shall prohibit the Trustee from becoming and
acting as trustee under other

                                                                          44
indentures under which other securities, or certificates of interest of participation in other securities, of the Company are outstanding in the
same manner as if it were not Trustee hereunder.
      SECTION 6.6. Money Held in Trust.
      Subject to the provisions of the last paragraphs of Sections 10.3 and 12.5, all money received by the Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the
extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in
writing with the Company.
      SECTION 6.7. Compensation and Reimbursement.
      The Company agrees:
             (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee
  for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a
  trustee of an express trust);
            (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses,
  disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable
  compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be
  attributable to its negligence or willful misconduct; and
           (3) to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim (including taxes (other
  than taxes based on the income of the Trustee)) or expense incurred without negligence or willful misconduct on its part, arising out of or in
  connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against
  any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or
  performance of any of its powers or duties hereunder.
      When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(5) or
Section 5.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended
to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law.
      The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant

                                                                         45
to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities.
      The provisions of this Section shall survive the termination of this Indenture.
      SECTION 6.8. Conflicting Interests.
       If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate
such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and
this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee
under this Indenture with respect to Securities of more than one series.
      SECTION 6.9. Corporate Trustee Required; Eligibility.
       There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be the Trustee
hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as
such and has (or if the Trustee is a member of a bank holding company system, its bank holding company has) a combined capital and surplus
of at least $50,000,000 and shall be subject to supervision or examination by a Federal or State authority. If any such Person publishes reports
of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this
Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the
Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.
      SECTION 6.10. Resignation and Removal; Appointment of Successor.
      No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until
the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.
       The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company.
If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

                                                                           46
      The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. If the instrument of acceptance by a
successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of
removal, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.
      If at any time:
           (1) the Trustee shall fail to comply with Section 6.8 after written request therefor by the Company or by any Holder who has been a
  bona fide Holder of a Security for at least six months,
           (2) the Trustee shall cease to be eligible under Section 6.9 and shall fail to resign after written request therefor by the Company or
  by any such Holder, or
            (3) the Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of the Trustee or of its
  property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of
  rehabilitation, conservation or liquidation,
then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to
Section 5.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment
of a successor Trustee or Trustees.
      If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with
respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of
any particular series) and shall comply with the applicable requirements of Section 6.11. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of
Section 6.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed

                                                                          47
by the Company or the Holders and accepted appointment in the manner required by Section 6.11, the retiring Trustee may petition, or any
Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.
      The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided
in Section 1.6. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.
      SECTION 6.11. Acceptance of Appointment by Successor.
       In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee, but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.
       In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (i) shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (ii) if the
retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and (iii) shall 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, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be
trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the
execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become

                                                                          48
effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of
such successor Trustee relates, but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.
       Upon the reasonable written request of any such successor Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding
paragraph, as the case may be.
       No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.
      SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business.
      Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified
and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation
to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.
      SECTION 6.13. Preferential Collection of Claims Against the Company.
      If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).
      SECTION 6.14. Appointment of Authenticating Agent.
       The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to
act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or
partial redemption thereof or pursuant to Section 3.5, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.

                                                                          49
Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to
the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (or if the Authenticating Agent is a
member of a bank holding company system, its bank holding company has) a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.
      Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation
succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or
any further act on the part of the Trustee or the Authenticating Agent.
       An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and the Company. The Trustee may at
any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company.
Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable
to the Company and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.
      The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section.

                                                                       50
      If an appointment with respect to one or more series is made pursuant to this Section 6.14, the Securities of such series may have
endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:
      This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
Dated:

                                                              WELLS FARGO BANK, NATIONAL
                                                              ASSOCIATION,
                                                              As Trustee

                                                              By:
                                                                        As Authenticating Agent

                                                              By:
                                                                        Authorized Signatory


                                                                    ARTICLE VII
                                               Holders’ Lists and Reports by Trustee and Company
      SECTION 7.1. Company to Furnish Trustee Names and Addresses of Holders.
      The Company will furnish or cause to be furnished to the Trustee:
             (1) semi-annually, not later than 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably
   require, of the names and addresses of the Holders of Securities of each series as of such Regular Record Date, as the case may be; and
              (2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request,
   a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;
provided that no such list need be furnished by the Company to the Trustee so long as the Trustee is acting as Security Registrar.

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      SECTION 7.2. Preservation of Information; Communications to Holders.
      The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 7.1, if any, and the names and addresses of Holders received by the Trustee in its
capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so
furnished.
      The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.
      Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to the names and addresses
of Holders made pursuant to the Trust Indenture Act.
      SECTION 7.3. Reports by Trustee.
      The Trustee shall transmit to Holders of Securities, as their names and addresses appear in the Securities Register, such reports
concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto.
       The Trustee shall comply with Section 313 of the Trust Indenture Act and, if required by Section 313(a) of the Trust Indenture Act, the
Trustee shall, within 60 days after each May 15, following the date of the initial issuance of Securities under this Indenture deliver to Holders a
brief report, dated as of such May 15, which complies with the provisions of such Section 313(a).
      A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each securities exchange upon
which any Securities are listed, with the Commission and with the Company. The Company will promptly notify the Trustee in writing when
any Securities are listed on any securities exchange or of any delisting therefrom.
      SECTION 7.4. Reports by Express Scripts or the Company.
       Prior to the consummation of the Mergers, Express Scripts and, following the consummation of the Mergers, the Company will file with
the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may
be required pursuant to the Trust Indenture Act, at the times and in the manner provided pursuant to the Trust Indenture Act; provided that any
such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be
filed with the Trustee within

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15 days after the same is so required to be filed with the Commission; provided further that any such information, documents or reports filed
with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (or EDGAR) system shall be deemed to be filed with
the Trustee, provided further that the Trustee shall have no duty to determine whether such filing has occurred.
       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 (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).


                                                                ARTICLE VIII
                                            Consolidation, Merger, Conveyance, Transfer or Lease
      SECTION 8.1. Company and Express Scripts May Consolidate, Etc., Only on Certain Terms.
          (1) The Company shall not consolidate with or merge with or into any other Person, permit any other Person to consolidate with or
  merge with and into the Company or convey, transfer or lease all or substantially all of its properties and assets to any other Person, unless:
        (i) the Company is the surviving entity or the Person formed by such consolidation or merger or the Person to which all or
     substantially all of the properties and assets of the Company are conveyed, transferred or leased, as the case may be, shall be an entity
     organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly
     assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and
     punctual payment of the principal of and any premium and interest on all the Outstanding Securities and the performance and observance
     of every covenant of this Indenture on the part of the Company to be performed or observed;
        (ii) immediately after giving effect to such transaction and treating any Indebtedness that becomes an obligation of the Company or
     any Subsidiary of the Company as a result of such transaction as having been incurred by the Company or any Subsidiary of the
     Company at the time of such transaction, there shall not be any Event of Default, or event which, after notice or lapse of time or both,
     would become an Event of Default;
        (iii) if, as a result of such transaction, the properties or assets of the Company would become subject to a Lien which would not be
     permitted under Section 10.8 of this Indenture, the Company or such successor Person, as the case

                                                                       53
     may be, shall take those steps that are necessary to secure all the Outstanding Securities equally and ratably with Indebtedness secured by
     that Lien; and
        (iv) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such
     consolidation or transfer and supplemental indenture, if applicable, comply with this Indenture and that all conditions precedent to the
     consummation of the particular consolidation, merger, conveyance, transfer or lease under this Indenture have been complied with.
           (2) For purposes of this Section 8.1, the conveyance, transfer or lease of all or substantially all of the properties and assets of one or
  more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or
  substantially all of the Company’s properties and assets on a consolidated basis, shall be deemed to be the transfer of all or substantially all
  of the Company’s properties and assets.
            (3) Prior to the consummation of the Mergers, Express Scripts shall not (i) consolidate or merge with or into any other Person,
  (ii) permit any other Person to consolidate with or merge with and into it (other than as contemplated by the Merger Agreement) or
  (iii) convey, transfer or lease all or substantially all of its properties and assets to any other Person.
      SECTION 8.2. Successor Substituted.
      Upon any consolidation or merger by the Company with or into any other Person or any conveyance, transfer or lease of all or
substantially all of the properties and assets of the Company to any other Person in accordance with Section 8.1, the successor Person formed
by such consolidation or merger or to which such conveyance, transfer or lease 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 Person had been named as the
Company herein, and thereafter, except in the case of a lease to another Person, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities (to the extent the Company was the predecessor Person).


                                                                  ARTICLE IX
                                                             Supplemental Indentures
      SECTION 9.1. Supplemental Indentures Without Consent of Holders.
      Without the consent of any Holders, the Company and the Guarantors, when authorized by a Board Resolution, and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, to modify and
amend this Indenture and the terms of the Securities to:

                                                                         54
      (1) evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of
the covenants of the Company herein and in the Securities upon the Company’s consolidation or merger, or the sale, transfer, lease, conveyance
or other disposition of all or substantially all of the Company’s property and assets in accordance with this Indenture;
      (2) add to the covenants of the Company or the Guarantors for the benefit of the Holders of all or any series of Securities (and if such
covenants are to be for the benefit of fewer than all series of Securities, stating that such covenants are expressly being included solely for the
benefit of such series) or to surrender any right or power herein conferred upon the Company;
      (3) add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of
Default are to be for the benefit of fewer than all series of Securities, stating that such additional Events of Default are expressly being included
solely for the benefit of such series);
      (4) add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the
issuance of Securities in uncertificated form;
      (5) add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any
such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such
provision or (B) shall become effective only when there is no such Security Outstanding;
      (6) secure any of the Securities;
      (7) establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1;
       (8) 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, pursuant to the requirements of Section 6.11;
       (9) comply with the rules and regulations of any securities exchange or automated quotation system on which the Securities may be
listed, quoted or traded;
      (10) add to, change or eliminate any of the provisions of this Indenture as shall be necessary or desirable in accordance with any
amendments to the Trust Indenture Act; provided that such action does not materially adversely affect the rights or interests of any Holder of
Securities;

                                                                         55
      (11) supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Articles IV and XII, provided that any such action shall not adversely affect the interests of the
Holders of Securities of such series or any other series of Securities in any material respect;
      (12) reflect the release of any Guarantor in accordance with Article XIII; or
      (13) add Guarantors with respect to any of the Securities.
       In addition, the Company, the Guarantors and the Trustee may enter into a supplemental indenture without the consent of Holders of the
Securities in order to cure any ambiguity, defect, omission or inconsistency in this Indenture or the Securities in a manner that does not,
individually or in the aggregate with all other changes, adversely affect the rights of any Holder in any material respect; provided that any
modification of this Indenture and the Securities to conform the provisions of the Indenture to any description of the applicable Securities in the
offering circular or prospectus therefor shall not be deemed to adversely affect the rights of any Holder in any material respect. The Company
and the Trustee may also enter into a supplemental indenture without the consent of Holders of the Securities in order to conform the Indenture
to any description of the Securities contained in the offering circular or prospectus therefor.
      SECTION 9.2. Supplemental Indentures With Consent of Holders.
      With the consent of the Holders of at least a majority in principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company and the Guarantors, when authorized
by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions
or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided , however , that no such supplemental indenture shall, without the consent of the Holder
of each Outstanding Security affected thereby:
     (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal
  amount thereof or the rate of interest thereon or any premium payable upon any Security, or reduce the amount of the principal of, or any
  premium, or any interest on, an Original Issue Discount Security or any other Security which would be due and payable upon a declaration
  of acceleration of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, manner or the coin or currency in
  which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such
  payment on or release any Guarantee by a Guarantor other than as provided in this Indenture (it being

                                                                         56
  understood that any release effected by Section 8.2 shall not constitute any of the foregoing);
     (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for
  any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this
  Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;
     (3) modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other
  provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby;
  provided , however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to
  “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11
  and 9.1(8); or
      (4) change the ranking of any series of Securities.
       In addition, subject to Sections 5.8 and 5.13, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any
series may, by notice to the Trustee, waive compliance by the Company or the Guarantors with any provision of this Indenture or such
Securities, in a particular instance or generally, without notice to any other Holder; provided that no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the
Company or the Guarantors and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and
effect.
       A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been
included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such
series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities
of any other series.
      It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance thereof.
      SECTION 9.3. Execution of Supplemental Indentures .
      In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall receive, and (subject to Sections 6.1 and 6.3) shall be fully protected in
conclusively relying upon, an Opinion of Counsel stating that

                                                                         57
the execution of such supplemental indenture is authorized or permitted by this Indenture and that such supplemental indenture is the valid and
binding obligation of the Company. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise.
      SECTION 9.4. Effect of Supplemental Indentures.
      Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby (unless such supplemental indenture does not apply to such Securities).
      SECTION 9.5. Conformity with Trust Indenture Act.
       Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in
effect.
      SECTION 9.6. Reference in Securities to Supplemental Indentures.
       Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and
shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture.
If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to
any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange
for Outstanding Securities of such series.


                                                                  ARTICLE X
                                                                   Covenants
      SECTION 10.1. Payment of Principal, Premium and Interest.
      The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and
any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.
       Payments in respect of the Securities represented by a Global Security (including principal, premium and interest) will be made by wire
transfer of immediately available funds to the accounts specified by the Depository. The Company will make all payments in respect of a
certificated Security (including principal, premium and interest) by mailing a check to the registered address of each Holder thereof as such
address appears in the Security Register; provided , however , that payments on a certificated

                                                                       58
Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than
30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).
      SECTION 10.2. Maintenance of Office or Agency.
       The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may
be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and demands.
       The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series 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 will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.
      SECTION 10.3. Money for Securities Payments to Be Held in Trust.
       If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date
of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.
       Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, on or prior to each due date of the
principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such principal or
any premium or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal or any premium
or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

                                                                         59
      The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will
(1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities of that series in trust for the
benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the
Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment of
principal (and premium, if any) or interest on the Securities of that series; and (3) at any time during the continuance of any such default, upon
the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the
Securities of that series.
      The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to
be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such
payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.
        Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of
(and premium, if any) or interest on any Security of any series and remaining unclaimed for a period ending on the earlier of the date that is 10
Business Days prior to the date such money would escheat to the State or two years after such principal (and premium, if any) or interest has
become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease.
      SECTION 10.4. Statement by Officers as to Default.
      The Company will promptly notify the Trustee in writing upon its becoming aware of the occurrence of any Default or Event of Default.
In addition, the Company shall furnish to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date of
the Indenture, an Officers’ Certificate stating whether the officers certifying therein have actual knowledge of any Default or Event of Default
by the Company in performing any of its obligations under the Indenture or the Securities and describing any such Default or Event of Default.
      SECTION 10.5. Existence.
       Subject to Article VIII, the Company will do or cause to be done all things reasonably necessary to preserve and keep in full force and
effect its corporate existence.

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      SECTION 10.6. Payment of Taxes and Other Claims.
       The Company and, prior to the consummation of the Mergers, Express Scripts will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, all taxes, assessments and governmental charges levied or imposed upon the Company or Express
Scripts, respectively, or upon the income, profits or property of (x) prior to the consummation of the Mergers, Express Scripts or any of its
Subsidiaries and (y) following the consummation of the Mergers, the Company or any of its Subsidiaries, provided , however , that the
Company or Express Scripts, as applicable, shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment
or charge (i) whose amount, applicability or validity is being contested in good faith by appropriate proceedings or (ii) if the failure to pay or
discharge would not have a material adverse effect on the assets, business, operations, properties or condition (financial or otherwise) of
(x) prior to the consummation of the Mergers, Express Scripts and its Subsidiaries, taken as a whole, and (y) following the consummation of
the Mergers, the Company and its Subsidiaries, taken as a whole.
      SECTION 10.7. Calculation of Original Issue Discount.
       The Company shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original
issue discount (including daily rates and accrual periods), if any, accrued on Outstanding Securities as of the end of such year and (ii) such
other specific information relating to such original issue discount as may then be relevant under the Code.
      SECTION 10.8. Limitations on Liens .
       The Company will not, and will not permit any Restricted Subsidiary to, create or assume, except (x) prior to the consummation of the
Mergers, in favor of Express Scripts or in favor of one or more of its Wholly Owned Subsidiaries and (y) following consummation of the
Mergers, in favor of the Company or in favor of one or more of the Company’s Wholly Owned Subsidiaries, any Lien against or on any
Property now owned or hereafter acquired by Express Scripts, the Company or any Restricted Subsidiary, or permit any Restricted Subsidiary
to do so, unless the Outstanding Securities of each series are secured equally and ratably with (or prior to) the obligations so secured by such
Lien, except that the foregoing restrictions do not apply to the following types of Liens:
      (1) Liens in connection with workers’ compensation, unemployment insurance or other social security obligations (which phrase shall
not be construed to refer to ERISA or the minimum funding obligations under Section 412 of the Code);
       (2) Liens to secure the performance of bids, tenders, letters of credit, contracts (other than contracts for the payment of Indebtedness),
leases, statutory obligations, surety, customs, appeal, performance and payment bonds and other obligations of like nature, in each such case
arising in the ordinary course of business;

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      (3) mechanics’, workmen’s, carriers’, warehousemen’s, materialmen’s, landlords’, or other like Liens arising in the ordinary course of
business with respect to obligations which are not due or that are being contested in good faith and by appropriate action;
       (4) Liens for taxes, assessments, fees or governmental charges or levies that are not delinquent or which are payable without penalty, or
which are being contested in good faith and by appropriate action, and in respect of which adequate reserves shall have been established in
accordance with GAAP (x) prior to the consummation of the Mergers, on the books of Express Scripts or any of its Subsidiaries or
(y) following the consummation of the Mergers, on the books of the Company or any of its Subsidiaries;
       (5) Liens consisting of attachments, judgments or awards against (x) prior to the consummation of the Mergers, Express Scripts or any of
its Subsidiaries or (y) following the consummation of the Mergers, the Company or any of its Subsidiaries, in each case with respect to which
an appeal or proceeding for review shall be pending or a stay of execution shall have been obtained, or which are otherwise being contested in
good faith and by appropriate action, and in respect of which adequate reserves shall have been established in accordance with GAAP on the
books of (x) prior to the consummation of the Mergers, Express Scripts or any of its Subsidiaries or (y) following the consummation of the
Mergers, the Company or any of its Subsidiaries;
      (6) easements, rights of way, restrictions, leases of Property to others, easements for installations of public utilities, title imperfections
and restrictions, zoning ordinances and other similar encumbrances affecting Property which in the aggregate do not materially adversely affect
the value of such Property or materially impair its use for the operations of (x) prior to the consummation of the Mergers, the business of
Express Scripts or any of its Subsidiaries or (y) following the consummation of the Mergers, the business of the Company or any of its
Subsidiaries;
      (7) (x) with respect to Securities issued on the date hereof, Liens existing on the date of this Indenture and (y) with respect to Securities
issued after the date hereof (other than any additional Securities of the same series and on the same terms and conditions of Securities already
issued), Liens existing on the date of the supplemental indenture or Officers’ Certificate pursuant to which such Securities were issued, in each
case securing Indebtedness or other obligations of Express Scripts or any of its Subsidiaries;
      (8) statutory Liens in favor of lessors arising in connection with Property leased to (x) prior to the consummation of the Mergers, Express
Scripts or any of its Subsidiaries or (y) following the consummation of the Mergers, the Company or any of its Subsidiaries;
     (9) Liens on Margin Stock to the extent that a prohibition on such Liens pursuant to this Section 10.8 would violate Regulation U of the
Board of Governors of

                                                                         62
the Federal Reserve System of the United States of America, as the same may be amended or supplemented from time to time;
       (10) purchase money Liens on Property hereafter acquired by (x) prior to the consummation of the Mergers, Express Scripts or any of its
Subsidiaries or (y) following the consummation of the Mergers, the Company or any of its Subsidiaries, in each case created within 180 days of
such acquisition (or in the case of real property, completion of construction including any improvements or the commencement of operation of
the Property, whichever occurs later) to secure or provide for the payment or financing of all or any part of the purchase price thereof; provided
that the Lien secured thereby shall attach only to the Property so acquired and related assets (except that individual financings by one Person
(or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and its Affiliates that are independently
permitted by this clause (10));
      (11) Liens in respect of Permitted Sale-Leaseback Transactions;
      (12) Liens on the Property of a Person that becomes a Subsidiary of (x) after the date hereof and prior to the consummation of the
Mergers, Express Scripts or (y) following the consummation of the Mergers, the Company; provided that (i) such Liens existed at the time such
Person becomes a Subsidiary and were not created in anticipation thereof, (ii) any such Lien does not by its terms cover any Property after the
time such Person becomes a Subsidiary that was not covered immediately prior thereto and (iii) any such Lien does not by its terms secure any
Indebtedness other than Indebtedness existing immediately prior to the time such Person becomes a Subsidiary; provided that such
Indebtedness was not incurred in anticipation of such Person becoming a Subsidiary;
      (13) Liens on Property and proceeds thereof existing at the time of acquisition thereof and not created in contemplation thereof;
      (14) Liens (x) of a collection bank arising under Section 4-208 of the Uniform Commercial Code on the items in the course of collection,
and (y) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set off) and which are within the
general parameters customary in the banking industry;
      (15) Liens securing Securitized Indebtedness in an aggregate principal amount not in excess of $1.5 billion at any one time outstanding
upon the granting of such Liens;
       (16) any extension, renewal, refinancing, substitution or replacement (or successive extensions, renewals, refinancings, substitutions or
replacements), as a whole or in part, of any of the Liens referred to in paragraphs (7), (10), (12) and (13) of this Section; provided that such
extension, renewal, refinancing substitution or replacement Lien shall be limited to all or any part of substantially the same property or assets
that secured the Lien extended, renewed, refinanced, substituted or replaced (plus

                                                                         63
improvements on such Property) and the liability secured by such Lien at such time is not increased;
      (17) Liens on proceeds of any of the assets permitted to be the subject of any Lien or assignment permitted by this Section 10.8;
      (18) Liens imposed in respect of Environmental Laws;
       (19) licenses of patents, trademarks and other intellectual property rights granted by (x) prior to the consummation of the Mergers,
Express Scripts or any of its Subsidiaries or (y) following the consummation of the Mergers, the Company or any of its Subsidiaries, in each
case in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of Express Scripts,
the Company or such Subsidiary, as applicable;
       (20) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal
easement or similar agreements entered into (x) prior to the consummation of the Mergers, by Express Scripts or any of its Subsidiaries or
(y) following the consummation of the Mergers, by the Company or any of its Subsidiaries, in each case in the ordinary course of business; and
       (21) other Liens; provided that, without duplication, the aggregate sum of all obligations and Indebtedness secured by Liens permitted
under this clause (21), together with all Property subject to Permitted Sale-Leaseback Transactions would not exceed 15% of the Consolidated
Net Worth of (x) prior to the consummation of the Mergers, Express Scripts (y) following the consummation of the Mergers, the Company, in
each case measured upon the granting of such Liens based on the consolidated balance sheet of Express Scripts or the Company, as applicable,
for the end of the then most recent quarter for which financial statements are available.
      SECTION 10.9. Limitations on Sale and Lease-Back Transactions .
      The Company will not, and will not permit any Restricted Subsidiary to, engage in sale and leaseback transactions except for Permitted
Sale-Leaseback Transactions.
      SECTION 10.10. Right to Require Repurchase Upon a Change of Control Triggering Event .
            (1) Upon the occurrence of any Change of Control Triggering Event with respect to a particular series of Securities, each Holder of
  Securities of such series shall have the right to require, by delivery to the Company of a Purchase Notice, the Company to repurchase all or
  any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Securities of such series pursuant to the offer described
  below (the “ Change of Control Offer ”) at a purchase price in cash equal to 101% of the aggregate principal amount of the Securities
  repurchased, plus accrued and unpaid interest, if any, on the Securities repurchased, to the date of purchase

                                                                        64
  (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) (the “
  Change of Control Payment ”).
           (2) Within 30 days following any Change of Control Triggering Event with respect to a particular series of Securities, or at the
  Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall
  mail a notice to Holders of Securities of the applicable series, with a written copy to the Trustee, which notice shall govern the terms of the
  Change of Control Offer. Such notice shall state:
        (i) a description of the transaction or transactions that constitute the Change of Control Triggering Event for such series;
        (ii) that the Change of Control Offer is being made pursuant to this Section 10.10 and that all Securities of such series validly tendered
     will be accepted for payment;
        (iii) the Change of Control Payment and the Change of Control Payment Date, which date shall be a Business Day that is no earlier
     than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law (the “ Change of Control
     Payment Date ”); and
        (iv) if the notice is mailed prior to the date of the consummation of the Change of Control, that the Change of Control Offer is
     conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
           (3) On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to:
        (i) accept for payment all Securities of such series or portions of such Securities properly tendered pursuant to the Change of Control
     Offer;
        (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities of such series or
     portions of such Securities properly tendered; and
        (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the
     aggregate principal amount of Securities or portions of Securities being purchased and that all conditions precedent provided for in this
     Indenture to the Change of Control Offer and to the repurchase by the Company of Securities pursuant to the Change of Control Offer
     have been complied with.
          The Paying Agent will promptly mail to each Holder of Securities properly tendered the Change of Control Payment for such
Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each

                                                                        65
Holder of Securities properly tendered a new Security equal in principal amount to any unpurchased portion of any Securities surrendered;
provided that each new Security will be in a principal amount of $2,000 or an integral multiple of $1,000.
            (4) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and
  regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Securities as a result of a
  Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.10,
  the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under
  this Section 10.10 by virtue of such conflicts.
             (5) Notwithstanding the foregoing, the Company will not be required to make an offer to repurchase the Securities upon a Change
  of Control Triggering Event if (x) a third party makes such an offer in the manner, at the times and otherwise in compliance with the
  requirements for an offer made by the Company and such third party purchases all the Securities properly tendered and not withdrawn under
  its offer or (y) the Company has given written notice of a redemption as provided under Section 11.4 or in accordance with any redemption
  provisions provided for in any supplemental indenture or Officers’ Certificate pursuant to Section 3.1, unless the Company has failed to pay
  the Redemption Price on the Redemption Date.
      SECTION 10.11. Additional Guarantors .
       If, after the date of this Indenture, any Subsidiary of (x) prior to the consummation of the Mergers, Express Scripts or (y) following the
consummation of the Mergers, the Company that is, in each case, not then a Guarantor guarantees, becomes a borrower, issuer or guarantor
under, or grants any Lien to secure any obligations pursuant to, (1) the Express Scripts Existing Revolving Credit Facility or any refinancing or
replacement thereof, (2) the Medco Term Loan and Revolving Credit Facility or any refinancing or replacement thereof, (3) either of the
Facilities or any refinancing or replacement thereof, or (4) any other Indebtedness having an aggregate principal amount outstanding in excess
of 15% of the Consolidated Net Worth of (a) prior to the consummation of the Mergers, Express Scripts or (b) following the consummation of
the Mergers, the Company, in each case as of the end of such entity’s most recent quarter for which financial statements are available (such
Consolidated Net Worth to be measured at the time of the incurrence of each such guarantee or borrowing or the granting of such Lien), then in
any such case such Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it to the Trustee promptly (but in
any event, within two Business Days of the date on which it guaranteed or incurred such Indebtedness or granted such Lien, as the case may
be).
       Notwithstanding the preceding paragraph, any Guarantee by a Guarantor that was issued pursuant to this Section 10.11 solely as a result
of its guarantee or incurrence of, or granting of a Lien in respect of, any such Indebtedness shall be

                                                                        66
automatically and unconditionally released upon the release or discharge of the guarantee that resulted in the creation of such Subsidiary’s
Guarantee (or upon such Subsidiary ceasing to be an issuer or a borrower or the release of Liens granted by such Subsidiary, as the case may
be), except a discharge or release as a result of payment under such guarantee.


                                                                  ARTICLE XI
                                                            Redemption of Securities
      SECTION 11.1. Applicability of Article.
      Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 3.1 for such Securities) in accordance with this Article.
      SECTION 11.2. Election to Redeem; Notice to Trustee.
       The election of the Company to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the
election of the Company of the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at
least 40 days (or at least 45 days if less than all the Securities of any series are to be redeemed) prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the aggregate
principal amount of Securities of such series to be redeemed.
      SECTION 11.3. Selection by Trustee of Securities to Be Redeemed.
       If less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than
90 days prior to the Redemption Date by the Trustee from among the Outstanding Securities of such series not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for such Securities or any integral multiple thereof) of the principal amount of such Securities
of a denomination larger than the minimum authorized denomination.
       The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the aggregate principal amount thereof to be redeemed.
       In the case of any redemption in part affecting only a single Security, the unredeemed portion of the principal amount of the Security
shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.

                                                                        67
       For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall
relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has
been or is to be redeemed.
      SECTION 11.4. Notice of Redemption.
      Notice of any optional redemption of any Securities shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more
than 60 days prior to the Redemption Date to each Holder of Securities to be redeemed, at such Holder’s address as shown in the Security
Register for the affected Securities.
       Failure to give notice by mailing in the manner herein provided to the Holder of any Securities designated for redemption as a whole or
in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other Securities
or portion thereof.
      All notices of redemption shall identify the Securities to be redeemed and shall state:
            (1) the Redemption Date;
            (2) the Redemption Price (including accrued interest, if any);
            (3) the aggregate principal amount of the Securities of any series to be redeemed;
          (4) if less than all of the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial
  redemption of any such Securities, the portions of principal amounts) of the particular Securities to be redeemed;
            (5) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and
  that interest thereon will cease to accrue on and after said date;
            (6) the place or places where each such Security is to be surrendered for payment of the Redemption Price;
          (7) the CUSIP, ISIN or Common Code numbers of such Securities, if any (or any other number used by the Depository to identify
  such Securities); and
            (8) if notice of redemption of such Securities to be redeemed has been given by the Company pursuant to this Section 11.4 and
  funds sufficient to pay the Redemption Price (including any accrued and unpaid interest) of all such Securities to be redeemed on the
  Redemption Date are irrevocably available for the redemption of the Securities called for redemption on the Redemption Date, that the
  Securities called

                                                                         68
  for redemption shall cease to bear interest on and after such Redemption Date and that the only remaining right of the Holders will be to
  receive payment of the Redemption Price.
     Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, on Company
Request provided to the Trustee at least ten days before the notice of redemption is to be given to Holders, by the Trustee at the expense of the
Company.
      SECTION 11.5. Deposit of Redemption Price.
        On or before 11:00 a.m., New York time, on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount of money sufficient to
pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.
      SECTION 11.6. Securities Payable on Redemption Date.
       Notice of redemption having been given as aforesaid, the Securities to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and, if funds sufficient to pay the Redemption Price (including any accrued and unpaid
interest) of all of such Securities to be redeemed on the Redemption Date are irrevocably available for the redemption of the Securities called
for redemption on the Redemption Date, from and after such date (unless the Company shall default in the payment of the Redemption Price
and accrued and unpaid interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance
with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued and unpaid interest to the
Redemption Date; provided , however , that, unless otherwise specified in or as contemplated by Section 3.1, installments of interest whose
Interest Payment Date is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.7.
       If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof shall, until paid,
bear interest from the Redemption Date at the rate borne by the Security.
      SECTION 11.7. Securities Redeemed in Part.
      Any Security which is to be redeemed only in part shall be surrendered at an office or agency in accordance with the notice of
redemption (with, if the Company or the Trustee shall so require, due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or other appropriate person), and the Company shall execute, and the
Trustee shall

                                                                         69
authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series, having endorsed
thereon the Guarantee executed by the Guarantors and of like tenor, of any authorized denominations as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.


                                                                   ARTICLE XII
                                                       Defeasance and Covenant Defeasance
      SECTION 12.1. [Reserved].
      SECTION 12.2. Legal Defeasance.
       Subject to Section 12.4, the Company at any time may terminate all its obligations under the Securities of a particular series and this
Indenture (and have each Guarantor’s obligation discharged with respect to its Guarantee and this Indenture) (“ 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
such Securities 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 execute proper instruments acknowledging the same), subject to the following which
shall survive until all the Securities of such series have in fact been paid in full: (1) the rights of Holders of such Securities to receive, solely
from the trust fund described in Section 12.4 and as more fully set forth in such Section, payments in respect of the principal of and any
premium and interest on such Securities when payments are due, (2) the Company’s obligations with respect to such Securities under
Sections 3.4, 3.5, 3.6, 3.8, 3.9, 10.2 and 10.3, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article.
Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities
notwithstanding the prior exercise of its option (if any) to have Section 12.3 applied to such Securities.
      SECTION 12.3. Covenant Defeasance.
       Subject to Section 12.4, the Company at any time may terminate its obligations under Sections 7.4, 10.6, 10.8, 10.9, 10.10 and 10.11 and
Article VIII and XIII, inclusive, and the occurrence of any event specified in Sections 5.1(4) with respect to any of Article VIII and
Sections 7.4, 10.6, 10.8, 10.9, 10.10 and 10.11, inclusive, shall be deemed not to be or result in an Event of Default, in each case with respect to
Outstanding Securities of such series as provided in this Section (hereinafter called “ Covenant Defeasance ”). For this purpose, such Covenant
Defeasance means that, with respect to such Securities, 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 Article or Section (to the extent so specified in the case of Section 5.1(4)), whether
directly or indirectly by reason of any reference elsewhere herein to any such Article or Section or by reason of any reference in any such
Article or Section to any other

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provision herein or in any other document, but the remainder of this Indenture and the Securities of such shall be unaffected thereby.
      SECTION 12.4. Conditions to Defeasance or Covenant Defeasance.
       The Company may exercise its Legal Defeasance option or its Covenant Defeasance option (which defeasance will be effective on the
date the conditions below are satisfied) for any Securities only if:
            (1) the Company irrevocably deposits with the Trustee (or another trustee which satisfies the requirements contemplated by
  Section 6.9 and agrees to comply with the provisions of this Article applicable to it) 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 Outstanding Securities of such series,
  (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect
  thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a
  combination thereof, in each case sufficient without consideration of reinvestment of interest, in the opinion of a nationally recognized firm
  of independent certified 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 any such other qualifying trustee) to pay and discharge, the principal of and any premium and
  interest on Outstanding Securities of such series at the respective Stated Maturities or on the respective Redemption Date, as the case may
  be, in accordance with the terms of this Indenture and such Securities;
            (2) in the event of an election for Legal Defeasance under Section 12.2, the Company shall have delivered to the Trustee an
  Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or
  (B) since the date of this instrument, there has been a change in the applicable Federal income tax law, in the case of either (A) or (B) to the
  effect that, and based thereon such opinion shall confirm 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 the deposit, Legal Defeasance and discharge to be effected with respect to
  such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the
  case if such deposit, Legal Defeasance and discharge were not to occur;
            (3) in the event of an election for Covenant Defeasance under Section 12.3, 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 the deposit and Covenant Defeasance to be effected with respect to such Securities and will be
  subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and
  Covenant Defeasance were not to occur;

                                                                       71
            (4) the Company shall have delivered to the Trustee an Officers’ Certificate to the effect that neither such Securities nor any other
  Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit;
           (5) no event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or
  any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections
  5.1(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be
  deemed satisfied until after such 90th day);
            (6) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of
  the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act);
           (7) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, the
  Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
           (8) such Legal Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment
  company within the meaning of the Investment Company Act unless such trust shall be registered under the Investment Company Act or
  exempt from registration thereunder; and
           (9) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
  conditions precedent with respect to such Legal Defeasance or Covenant Defeasance have been complied with.
      SECTION 12.5. Deposited Money and U.S. Government Obligations to be Held in Trust; Miscellaneous Provisions.
       Subject to the provisions of the last paragraph of Section 10.3, all money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 12.6, the Trustee and any such
other trustee are referred to collectively as the “ Trustee ”) pursuant to Section 12.4 in respect of any 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
such Paying Agent (including the Company acting as its own 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 and any premium and interest, but money so held in trust 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 deposited pursuant to Section 12.4 or the principal and interest received in respect thereof other

                                                                        72
than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.
      Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company and any Paying Agent upon
Company Request any money or U.S. Government Obligations held by it as provided in Section 12.4 with respect to any Securities which, in
the opinion of a nationally recognized firm of independent certified 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 the Legal Defeasance or Covenant
Defeasance, as the case may be, with respect to such Securities.
      SECTION 12.6. Reinstatement.
       If the Trustee or the Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article with
respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company’s obligations under this Indenture and such Securities from which the Company has been
discharged or released pursuant to Section 12.2 or 12.3 shall be revived and reinstated as though no deposit had occurred pursuant to this
Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to
Section 12.5 with respect to such Securities in accordance with this Article; provided , however , that if the Company makes any payment of
principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.


                                                                 ARTICLE XIII
                                                                    Guarantee
      SECTION 13.1. Unconditional Guarantee.
            (1) For value received, each of the Guarantors hereby jointly and severally and fully and unconditionally guarantees (each a “
  Guarantee ”), to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns,
  irrespective of the validity and enforceability of this Indenture or the Securities or the obligations of the Company or any other Guarantor to
  the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Securities will be duly and
  promptly paid in full when due, whether at Stated Maturity, upon redemption, by acceleration or otherwise, and interest on the overdue
  principal and (to the extent permitted by law) interest, if any, on the Securities and all other obligations of the Company or the Guarantor to
  the Holders of or the Trustee hereunder or thereunder (including fees, expenses or others) (collectively, the “ Obligations ”) will be promptly
  paid in full or performed, all in

                                                                        73
  accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Obligations (with or
  without notice to such Guarantor), the same will be promptly paid in full when due or performed in accordance with the terms of the
  extension or renewal, whether at Stated Maturity, by acceleration or otherwise. If the Company shall fail to pay when due, or to perform, any
  Obligations, for whatever reason, each Guarantor shall be jointly and severally obligated to pay in cash, or to perform or cause the
  performance of, the same promptly. An Event of Default under this Indenture or the Securities of a particular series shall entitle the Holders
  of the Securities of such series to accelerate the Obligations of the Guarantor hereunder in the same manner and to the same extent as the
  Obligations of the Company.
            (2) Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or
  enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the
  Securities with respect to any provisions of this Indenture or the Securities, any release of any other Guarantor, the recovery of any judgment
  against the Company, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other
  circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.
            (3) Each Guarantor further agrees that, as between it, on the one hand, and the Holders of the Securities and the Trustee, on the
  other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article V for the purposes of the
  Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations and (b) in the
  event of any acceleration of such Obligations as provided in Article V, such Obligations (whether or not due and payable) shall forthwith
  become due and payable by the Guarantor for the purposes of its Guarantee.
      SECTION 13.2. Waiver .
      To the fullest extent permitted by applicable law, each of the Guarantors waives diligence, presentment, demand of, payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenants that the Guarantee will not be discharged except by complete performance of the
Obligations contained in the Securities and this Indenture.
      SECTION 13.3. Guarantee of Payment .
       Each of the Guarantors further agrees that its Guarantee constitutes a guarantee of payment, performance and compliance when due and
not a guarantee of collection, and waives any right to require that any resort be had by the Trustee or any Holder of the Securities to the
security, if any, held for payment of the Obligations.

                                                                       74
      SECTION 13.4. No Discharge or Diminishment of Guarantee .
       Subject to Section 13.10 of this Indenture, the obligations of each of the Guarantors hereunder shall not be subject to any reduction,
limitation, termination, impairment or for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver,
release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without
limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder shall not be discharged or impaired or otherwise
affected by the failure of the Trustee or any Holder of the Securities to assert any claim or demand or to enforce any remedy under this
Indenture or the Securities, any other guarantee or any other agreement, by any waiver or modification of any provision thereof, by any default,
failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or omission or delay to do any other act that
may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as
a matter of law or equity (other than the payment in full in cash of all the Obligations).
      SECTION 13.5. Defenses of Company Waived .
       To the extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of the
Company or any other Guarantor or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause
of the liability of the Company, other than final payment in full in cash of the Obligations. Each of the Guarantors waives any defense arising
out of any such election even though such election operates to impair or to extinguish any right of reimbursement or subrogation or other right
or remedy of each of the Guarantors against the Company or any security.
      SECTION 13.6. Continued Effectiveness .
       Subject to Section 13.10 of this Indenture, each of the Guarantors further agrees that its Guarantee hereunder shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is
rescinded or must otherwise be restored by the Trustee or any Holder of the Securities upon the bankruptcy or reorganization of the Company
or otherwise.
      SECTION 13.7. Subrogation .
      In furtherance of the foregoing and not in limitation of any other right of each of the Guarantors by virtue hereof, upon the failure of the
Company to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or
otherwise, each of the Guarantors hereby promises to and will, upon receipt of written demand by the Trustee or any Holder of the Securities,
forthwith pay, or cause to be paid, to the Holders in cash the amount of such unpaid

                                                                         75
Obligations, and thereupon the Holders shall assign (except to the extent that such assignment would render a Guarantor a “creditor” of the
Company within the meaning of Section 547 of Title 11 of the United States Code as now in effect or hereafter amended or any comparable
provision of any successor statute) the amount of the Obligations owed to it and paid by such Guarantor pursuant to this Guarantee to such
Guarantor, such assignment to be pro rata to the extent the Obligations in question were discharged by such Guarantor, or make such other
disposition thereof as such Guarantor shall direct (all without recourse to the Holders, and without any representation or warranty by the
Holders). If (a) a Guarantor shall make payment to the Holders of all or any part of the Obligations and (b) all the Obligations and all other
amounts payable under this Indenture shall be paid in full, the Trustee will, at such Guarantor’s request, execute and deliver to such Guarantor
appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such
Guarantor of an interest in the Obligations resulting from such payment by such Guarantor.
      SECTION 13.8. Information.
      Each of the Guarantors assumes all responsibility for being and keeping itself informed of the Company’s financial condition and assets,
and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that each of
the Guarantors assumes and incurs hereunder, and agrees that the Trustee and the Holders of the Securities will have no duty to advise the
Guarantors of information known to it or any of them regarding such circumstances or risks.
      SECTION 13.9. Subordination .
       Upon payment by any Guarantor of any sums to the Holders, as provided above, all rights of such Guarantor against the Company,
arising as a result thereof by way of right of subrogation or otherwise, shall in all respects be subordinated and junior in right of payment to the
prior payment in full in cash of all the Obligations to the Trustee; provided , however , that any right of subrogation that such Guarantor may
have pursuant to this Indenture is subject to Section 13.7 hereof.
      SECTION 13.10. Release of Guarantor .
        (1) A Guarantor shall, upon the occurrence of any of the following events, be automatically and unconditionally released and
  discharged from all obligations under this Indenture and its Guarantee without any action required on the part of the Trustee or any Holder;
  provided that such Guarantor would not, immediately after such release and discharge, be required to become a Guarantor pursuant to
  Section 10.11 hereof if such Guarantor had incurred its then-existing guarantees, Indebtedness and Liens at the time of such release and
  discharge:

                                                                         76
      (i) upon notice by the Company to the Trustee, at any time such Guarantor is not a borrower, issuer or guarantor under, and has not
  granted any then-existing Lien to secure any obligations pursuant to, (1) the Express Scripts Existing Revolving Credit Facility or any
  refinancing or replacement thereof (including as a result of any release from such obligations in connection with being designated an
  “exempt subsidiary” by Express Scripts (as defined in the Express Scripts Existing Revolving Credit Facility)), (2) the Medco Term Loan
  and Revolving Credit Facility or any refinancing or replacement thereof, (3) either of the Facilities or any refinancing or replacement
  thereof, or (4) any other Indebtedness having an aggregate principal amount outstanding in excess of 15% of the Consolidated Net Worth
  of (x) prior to the consummation of the Mergers, Express Scripts (y) or following the consummation of the Mergers, the Company, in
  each case as of the end of such entity’s most recent quarter for which financial statements are available (other than obligations arising
  under this Indenture and the Securities), and such Guarantor is released or discharged from each guarantee and Lien granted by such
  Guarantor with respect to all such Indebtedness other than obligations arising under this Indenture and any Securities issued under the
  Indenture except where resulting from a discharge or release as a result of payment under such guarantee;
     (ii) upon the occurrence of the circumstances described in Section 10.11 hereof, of which the Company shall promptly notify the
  Trustee; or
     (iii) upon the sale, transfer or disposition of all or substantially all of the equity interests or assets of the Guarantor to another Person
  (other than to the Company, any of its Subsidiaries or Affiliates).
      (2) A Guarantor shall be automatically and unconditionally released and discharged from all obligations under this Indenture and its
Guarantee without any action required on the part of the Trustee or any Holder upon any Covenant Defeasance or Legal Defeasance with
respect to the Securities, subject to reinstatement pursuant to Section 12.6 of the Indenture.
       (3) The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request of the Company
accompanied by an Officers’ Certificate certifying as to the compliance with this Section. Any Guarantor not so released will remain liable
for the full amount of the principal of, premium, if any, and interest on the Securities provided in this Indenture and its Guarantee.
   SECTION 13.11. Limitation of Guarantor’s Liability .
      (1) Each Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the
Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent

                                                                       77
  Transfer Act or any similar federal or state law to the extent applicable to any Guarantor. To effectuate the foregoing intention, the Holders
  and such Guarantor hereby irrevocably agree that the obligations of such Guarantor under this Indenture and its Guarantee shall be limited to
  the maximum aggregate amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving
  effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such Guarantor under
  its Guarantee or pursuant to its contribution obligations under this Indenture, will result in the obligations of such Guarantor under its
  Guarantee not constituting such fraudulent transfer or conveyance.
        (2) The Guarantee is expressly limited so that in no event, including the acceleration of the maturity of the Securities, shall the amount
  paid or agreed to be paid in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the
  maximum permissible amount under applicable law, as in effect on the date hereof and as subsequently amended or modified to allow a
  greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under the Guarantee. If for any reason
  the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by the Guarantee exceeds such
  maximum permissible amount, the obligation to pay interest under the Guarantee (or fees or other amounts deemed payment for the use of
  funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security in
  excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Security.
      SECTION 13.12. Contribution from Other Guarantors .
       Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to seek contribution from each other
non-paying Guarantor in a pro rata amount based on the net assets of each Guarantor, determined in accordance with generally accepted
accounting principles in effect in the United States of America as of the date hereof so long as the exercise of such right does not impair the
rights of the Holders under the Guarantee.
      SECTION 13.13. No Obligation to Take Action Against the Company .
        Neither the Trustee, any Holder nor any other Person shall have any obligation to enforce or exhaust any rights or remedies or take any
other steps under any security for the Obligations or against the Company or any other Person or any Property of the Company or any other
Person before the Trustee, such Holder or such other Person is entitled to demand payment and performance by any or all Guarantors of their
liabilities and obligations under their Guarantee.

                                                                        78
      SECTION 13.14. Execution and Delivery of the Guarantee .
        (1) To further evidence the Guarantee set forth in this Article, each Guarantor hereby agrees that a notation of such Guarantee
  substantially in the form of Exhibit 2 shall be endorsed on each Security authenticated and delivered by the Trustee and executed by either
  manual or facsimile signature of an officer, manager or member, as applicable, of each Guarantor.
        (2) Each of the Guarantors hereby agrees that its Guarantee set forth in this Article shall remain in full force and effect
  notwithstanding any failure to endorse on each Security a notation of such Guarantee.
       (3) If an officer of a Guarantor whose signature is on this Indenture or a Guarantee no longer holds that office or is no longer a
  manager or member, as applicable, at the time the Trustee authenticates such Guarantee or at any time thereafter, such Guarantor’s
  Guarantee of such Security shall be valid nevertheless.
       (4) The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any
  Guarantee set forth in this Indenture on behalf of each Guarantor.
      SECTION 13.15. Successor Guarantor .
      Unless otherwise released and discharged from its obligations in accordance with this Indenture, upon any consolidation or merger by
any Guarantor with or into any other Person, the successor Person formed by such consolidation or merger shall sign a supplemental indenture
and guarantee and succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture with the
same effect as if such successor Person has been named as a Guarantor herein, and thereafter the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities (to the extent the Guarantor was the predecessor Person).

                                                                        79
      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed all as of the day and year first above
written.


                                                      [Signature Pages To Follow]

                                                                    80
Very truly yours,

ARISTOTLE HOLDING, INC.

By:    /s/ George Paz
       Name:      George Paz
       Title:     Chairman, Chief Executive Officer
                  and President

EXPRESS SCRIPTS, INC.


By:    /s/ George Paz
       Name:      George Paz
       Title:     Chairman, Chief Executive Officer
                  and President

AIRPORT HOLDINGS, LLC
ESI REALTY, LLC
By: Express Scripts, Inc., as sole Member

By:    /s/ George Paz
       Name:      George Paz
       Title:     Chairman, Chief Executive Officer
                  and President

          81
BYFIELD DRUG, INC.
CARE CONTINUUM, INC.
CFI OF NEW JERSEY, INC.
CHESAPEAKE INFUSION, INC.
CONNECTYOURCARE COMPANY LLC
CONNECTYOURCARE, LLC
CURASCRIPT PBM SERVICES INC.
DIVERSIFIED PHARMACEUTICAL SERVICES, INC.
ESI ACQUISITION, INC.
ESI CLAIMS, INC.
ESI ENTERPRISES, LLC
ESI MAIL ORDER PROCESSING, INC.
EXPRESS SCRIPTS CANADA HOLDING CO.
EXPRESS SCRIPTS PHARMACEUTICAL
PROCUREMENT, LLC
EXPRESS SCRIPTS SALES DEVELOPMENT CO.
FRECO, INC.
FREEDOM SERVICE COMPANY, LLC
HEALTHBRIDGE, INC.
HEALTHBRIDGE REIMBURSEMENT AND
 PRODUCT SUPPORT, INC.
iBIOLOGIC, INC.
IVTX, INC.
LYNNFIELD COMPOUNDING CENTER, INC.
LYNNFIELD DRUG, INC.
MATRIX GPO LLC
NATIONAL PRESCRIPTION ADMINISTRATORS, INC.
PRIORITY HEALTHCARE CORPORATION
PRIORITY HEALTHCARE CORPORATION WEST
PRIORITY HEALTHCARE DISTRIBUTION, INC.
PRIORITY HEALTHCARE PHARMACY, INC.
PRIORITYHEALTHCARE.COM, INC.
SINUSPHARMACY, INC.
SPECIALTY INFUSION PHARMACY, INC.
SPECTRACARE, INC.
SPECTRACARE HEALTH CARE VENTURES, INC.
SPECTRACARE INFUSION PHARMACY, INC.
VALUE HEALTH, INC.
YOURPHARMACY.COM, INC.

By:   /s/ Keith J. Ebling
      Name:        Keith J. Ebling
      Title:       Vice President

         82
CURASCRIPT, INC.
ESI MAIL PHARMACY SERVICE, INC.
EXPRESS SCRIPTS SPECIALTY DISTRIBUTION
 SERVICES, INC.
EXPRESS SCRIPTS UTILIZATION MANAGEMENT
CO.
MOORESVILLE ON-SITE PHARMACY, LLC

By:   /s/ Patrick McNamee
      Name:       Patrick McNamee
      Title:      President

         83
ESI-GP HOLDINGS, INC.
ESI RESOURCES, INC.

By:    /s/ Tom Rocheford
       Name:     Tom Rocheford
       Title:    President

ESI PARTNERSHIP

By:    Express Scripts, Inc., as Partner

By:    /s/ Martin P. Akins
       Name:       Martin P. Akins
       Title:      Vice President and Deputy General Counsel

By :   ESI-GP Holdings, Inc., as Partner

By:    /s/ Tom Rocheford
       Name:     Tom Rocheford
       Title:    President

          84
SPECTRACARE OF INDIANA

By:   Spectracare, Inc., as Partner

By:   /s/ Keith Ebling
      Name:       Keith Ebling
      Title:      Vice President

By:   Care Continuum, Inc., as Partner

By:   /s/ Keith Ebling
      Name:       Keith Ebling
      Title:      Vice President

EXPRESS SCRIPTS MSA, LLC
EXPRESS SCRIPTS WC, INC.

By:   /s/ Edward Ignaczak
      Name:      Edward Ignaczak
      Title:     President

EXPRESS SCRIPTS SENIOR CARE, INC.
EXPRESS SCRIPTS SENIOR CARE
  HOLDINGS, INC.

By:   /s/ George Paz
      Name:      George Paz
      Title:     President

EXPRESS SCRIPTS CANADA HOLDING, LLC

By:   /s/ Keith Ebling
      Name:       Keith Ebling
      Title:      Vice President

         85
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
As Trustee

By:   /s/ Richard H. Prokosch
      Name:       Richard H. Prokosch
      Title:      Vice President

         86
                                                                                           EXHIBIT 1


                                     [FORM OF FACE OF SECURITY]
                                        [Global Securities Legend]
     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“ DTC ”), NEW YORK, NEW YORK, 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 SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
     TRANSFERS OF THIS GLOBAL SECURITY SHALL 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 SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


                                       [Definitive Securities Legend]
    IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITY REGISTRAR AND TRANSFER
AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
                                                         ARISTOTLE HOLDING, INC.
                                                             % SENIOR NOTE DUE
No. __________                                                                                               Principal Amount (US)$__________
CUSIP NO. __________
ISIN NO. __________
      Aristotle Holding, Inc., a corporation organized and existing under the laws of the State of Delaware (herein called the “ Company ”,
which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to
Cede & Co., or its registered assigns, the principal sum of __________ United States Dollars (U.S.$__________ ) on [           ] and to pay interest
thereon, from [      ], or from the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the
next Interest Payment Date, which shall be [       ] and [ ] of each year, commencing [       ], at the per annum rate of [    ]%, or as such rate
may be adjusted pursuant to the terms hereof (the “ Security Interest Rate ”), until the principal hereof is paid or made available for payment.
       The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the [      ]
Supplemental Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for
such interest, which shall be the day that is [     ] days prior to the relevant Interest Payment Date (whether or not a Business Day). Except as
otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of
Securities not less than 10 days prior to the Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the
requirements of any automated quotation system or securities exchange on which the Securities may be quoted or listed, and upon such notice
as may be required by such exchange, all as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months. The Company will pay interest on overdue principal at the rate borne by this Security, and it will pay
interest on overdue installments of interest at the same rate to the extent lawful.
       Payment of principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company
maintained for that purpose, which shall initially be the Corporate Trust Office, in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private debts. Payments in respect of the Securities represented by a
Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts
specified by the Depository. The Company will make all payments in respect of a certificated Security (including principal, premium and
interest) by mailing a check to the registered address of each Holder thereof as such address appears in the Security Register; provided ,
however , that payments on a certificated Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank
in the United States if such Holder elects payment by wire

                                                                          2
transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).
     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
       Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
   IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

                                                              ARISTOTLE HOLDING, INC.

                                                              By:
                                                                      Name:
                                                                      Title:


 Attest:

 By:
           Name:
           Title:


CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated referred to in the within-mentioned Indenture.
Dated:

 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee

 By:
             Authorized Signatory


                                                                         3
                                                     [FORM OF REVERSE OF SECURITY]
       (1) Indenture . This Security is one of a duly authorized issue of securities of the Company designated as its “[        ]% Senior Notes due
[      ]” (herein called the “ Securities ”), issued under a [     ] Supplemental Indenture, dated as of [      ], to an indenture, dated as of
November 21, 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof and herein with the [                ]
Supplemental Indenture, collectively, the “ Indenture ”), between the Company, the Guarantors and Wells Fargo Bank, National Association, as
Trustee (herein called the “ Trustee ,” which term includes any successor trustee under the Indenture), to which reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The aggregate principal
amount of Initial Securities Outstanding at any time may not exceed $[         ] in aggregate principal amount, except for Securities issued,
authenticated and delivered upon registration of transfer, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 3.4,
3.5, 3.6, 9.6 or 11.7 of the Base Indenture and except for any Securities which, pursuant to Section 3.3 of the Base Indenture, are deemed never
to have been authenticated and delivered.
     The Indenture contains covenants that limit the ability of the Company and any Restricted Subsidiary to create liens on assets and to
engage in sale/leaseback transactions. The Indenture also contains covenants that limit the ability of the Company and, prior to the
consummation of the Mergers, of Express Scripts to consolidate, merge or transfer all or substantially all of their respective assets. These
covenants are subject to important exceptions and qualifications.
       All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. In the event
of a conflict or inconsistency between this Security and the Indenture, the provisions of the Indenture shall govern.
          (2) Optional Redemption . At any time prior to Maturity, the Company may at its option redeem all or a part of the Securities upon
not more than 60 nor less than 30 days prior notice, at a Redemption Price equal to the greater of: (i) 100% of the aggregate principal amount of
any Securities being redeemed, plus accrued and unpaid interest on the Securities to the Redemption Date; or (ii) the sum of the present values
of the remaining scheduled payments of principal of and interest on the Securities to be redeemed (exclusive of unpaid interest accrued thereon
to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year comprised of twelve 30-day
months) at the Treasury Rate plus [     ] basis points, plus unpaid interest on the Securities to be redeemed, accrued to the Redemption Date.
         (3) Mandatory Redemption . Except as provided in Section 4 below, the Company is not required to make mandatory redemption or
sinking fund payments with respect to the Securities.
       (4) Change of Control Triggering Event . In the event of a Change of Control Triggering Event, the Holders may require the
Company to purchase for cash all or a portion of their Securities at a purchase price equal to 101% of the aggregate principal amount of the

                                                                          4
Securities repurchased, plus accrued and unpaid interest, if any, pursuant to the provisions of Section 10.10 of the Base Indenture.
          (5) Global Security . If this Security is a Global Security, then the transfer and exchange of this Security or beneficial interests herein
shall be effected through the Depository in accordance with the Indenture (including applicable restrictions on transfer set forth therein, if any)
and the procedures of the Depository therefor. The Security Registrar shall make an adjustment on its records to reflect such deposit or
withdrawal in accordance with the Depository’s Procedures.
          (6) Defaults and Remedies . If an Event of Default with respect to this Security occurs and is continuing, the principal of and any
unpaid premium and interest on (or, if this Security is an Original Issue Discount Security, such portion of the principal amount of such
Securities as may be specified in the terms thereof) all Outstanding Securities of this series, may be declared due and payable in the manner and
with the effect provided in the Indenture. The Holders of at least a majority in principal amount of the outstanding securities of this series may
rescind or annul that acceleration if all Events of Default with respect to this series of Securities other than the non-payment of accelerated
principal have been cured or waived as provided in the Indenture.
       As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default, and, among other things, the Holders of not less than
25% in aggregate principal amount of the Outstanding Securities shall have made a written request to the Trustee to pursue a remedy in respect
of such Event of Default as Trustee. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of
any amounts due on the Securities on or after the respective due dates expressed herein.
         (7) Discharge and Defeasance . Subject to certain conditions, the Company at any time shall be entitled to terminate some or all of
the Company’s and the Guarantors’ obligations under the Securities, the Guarantees and the Indenture if the Company deposits with the
Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the
case may be.
          (8) Amendment, Supplement and Waiver . The Indenture permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected
under the Indenture at any time by the Company and the Trustee with the written consent of the Holders of at least a majority in aggregate
principal amount of the Outstanding Securities of each series affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Outstanding Securities of each series to be affected, on behalf of the Holders of all such
Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or

                                                                          5
not notation of such consent or waiver is made upon this Security or such other Security. Certain modifications or amendments to the Indenture
require the consent of the Holder of each Outstanding Security affected.
         Notwithstanding any other provision of the Indenture or this Security, the Holder of this Security shall have the right, which is
absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 3.7 of the Indenture) interest on any
such Security on the Stated Maturity date expressed herein (or, in the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.
          (9) Denomination, Registration and Transfer . The Securities are in registered form without coupons in minimum denominations of
$2,000 principal amount and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations
therein set forth, this Security is transferable only upon surrender of this Security for registration of transfer. Upon surrender for registration of
transfer of this Security at the office or agency of the Company in a Place of Payment for this Security, the Company, if the requirements of the
Indenture are met, shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Securities of the same series of authorized denominations and of like tenor and aggregate principal amount, and having endorsed
thereon a Guarantee executed by the Guarantors.
          If the requirements of this Indenture are met, then, at the option of the Holder, Securities of any series may be exchanged for other
Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the
Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive, and having endorsed
thereon a Guarantee executed by the Guarantor. No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.
          Prior to due presentment of this Security for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the
Company, the Guarantors or the Trustee may treat the Person in whose name such Security is registered as the owner thereof for all purposes,
whether or not such Security be overdue, and none of the Company, the Guarantors or the Trustee or other such agent shall be affected by
notice to the contrary.
          (10) Guarantee . Payment of this Security is jointly and severally and fully and unconditionally guaranteed by the Guarantors that
have become and continue to be Guarantors pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture
and their Guarantees under the circumstances specified under the Indenture.
          (11) No Recourse Against Others. None of the Company’s or any Guarantor’s past, present or future directors, officers, employees or
shareholders, as such, shall have any liability for any of the Company’s or any Guarantor’s obligations under the Indenture or the Securities or
for any claim based on, or in respect or by reason of, such obligations or their

                                                                           6
creation. By accepting a Security, each Holder waives and releases all such liability. This waiver and release is part of the consideration for the
issuance of the Securities.
     (12) Governing Law . THE INDENTURE, THIS SECURITY AND ANY GUARANTEE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
       The Company will furnish to any Holder upon written request and without charge to the Securityholder a copy of the Indenture which
has in it the text of this Security in larger type. Requests may be made to:
Aristotle Holding, Inc.
One Express Scripts Way
St. Louis, Missouri 63121


                                                               ABBREVIATIONS
    The following abbreviations, when used in the inscription of the face of this Security, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM (= tenant in common)
TEN ENT (= tenants by the entireties (Cust))
JT TEN (= joint tenants with right of survivorship and not as tenants in common)
UNIF GIFT MIN ACT (= under Uniform Gifts to Minors Act )
   Additional abbreviations may also be used though not in the above list.

                                                                         7
[TO BE ATTACHED TO GLOBAL SECURITIES]
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security have been made:


                 Amount of decrease in       Amount of increase in          Principal amount of this   Signature of authorized
  Date of       Principal amount of this    Principal amount of this       Global Security following   signatory of Trustee or
 Exchange           Global Security             Global Security            such decrease or increase    Securities Custodian

                                                                       8
                                              OPTION OF HOLDER TO ELECT PURCHASE
      If you want to elect to have this Security purchased by the Company pursuant to Section 10.10 of the Indenture, check the box: 
       If you want to elect to have only part of this Security purchased by the Company pursuant to Section 10.10 of the Indenture, state the
amount in principal amount: $___________.


  Dated:                                                                         Your Signature:


                                                                                 (Sign exactly as your name appears on the other side of this
                                                                                 Security.)
   Signature Guarantee:_______________________________________________________


                                                       (Signature must be guaranteed)
   Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“ STAMP ”) or such other “signature guarantee
program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.

                                                                       9
                                                                                                                                      EXHIBIT 3


                                                           FORM OF GUARANTEE
       For value received, each of the Guarantors (which term includes any successor Person under the Indenture) has jointly and severally and
fully and unconditionally guaranteed, to the extent set forth in the Indenture, among the Company, the Guarantors and the Trustee and subject
to the provisions in the Indenture, (a) the due and punctual payment in full when due of the principal of, premium, if any, and interest on the
Securities and all other amounts due and payable under the Indenture and the Securities by the Company and (b) in case of any extension of
time of payment or renewal of any Obligations (with or without notice to the Guarantor), that the same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth
in Article XIII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee, including provisions for
the release thereof. Each Holder of a Security, by accepting the same, (a) agrees to and shall be bound by such provisions and (b) appoints the
Trustee attorney-in-fact of such Holder for the purpose of such provisions.

                                                             [NAME OF GUARANTOR(S)]

                                                             By:
                                                                     Name:
                                                                     Title:                                                   ]
                                                Exhibit 4.2

                                          EXECUTION COPY




     FIRST SUPPLEMENTAL INDENTURE


        Dated as of November 21, 2011
          Supplementing that Certain
                INDENTURE
        Dated as of November 21, 2011



                   Among
        ARISTOTLE HOLDING, INC.,
     THE GUARANTORS PARTY HERETO
                     and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
                  as Trustee



      2.750% SENIOR NOTES DUE 2014
      This First Supplemental Indenture, dated as of November 21, 2011 (the “ First Supplemental Indenture ”), among Aristotle Holding, Inc.,
a corporation organized and existing under the laws of the State of Delaware, having its principal office at One Express Way, St. Louis,
Missouri (herein called the “ Company ”), the Guarantors party hereto and Wells Fargo Bank, National Association, a national banking
association, as Trustee hereunder (herein called the “ Trustee ”), supplements that certain Indenture, dated as of November 21, 2011, among the
Company, the Guarantors and the Trustee (the “ Base Indenture ” and, together with this First Supplemental Indenture, the “ Indenture ”).


                                                      RECITALS OF THE COMPANY
       A. The Company, the Guarantors and the Trustee have entered into the Base Indenture, which provides for the issuance from time to time
of the Company’s unsecured debentures, notes, or other evidences of indebtedness to be issued in one or more series as provided for in the Base
Indenture.
      B. The Base Indenture provides that the Securities of each series shall be in substantially the form set forth in the Base Indenture, or in
such other form as may be established by or pursuant to a Board Resolution and set forth in an Officers’ Certificate or in one or more
supplemental indentures thereto, in each case with such appropriate insertions, omissions, substitutions, and other variations as are required or
permitted by the Indenture, and may have notations, legends or endorsements required by law, stock exchange or automated quotation system
on which the Securities may be listed, quoted or designated for issuance, agreements to which the Company is subject, if any, or usage or as
may, consistent therewith, be determined by the officers executing such Securities, as evidenced by their execution thereof.
       C. The Company and the Trustee have agreed that the Company shall issue and deliver, and the Trustee shall authenticate, a new series
of Securities to be known as the “2.750% Senior Notes due 2014” pursuant to the terms of this First Supplemental Indenture and substantially
in the form set forth in Appendix A hereto (together with the Exhibits thereto, the “ Appendix ”), in each case with such appropriate insertions,
omissions, substitutions, and other variations as are required or permitted by the Indenture, and with such notations, legends or endorsements
required by law, stock exchange or automated quotation system on which the Securities may be listed, quoted or designated for issuance,
agreements to which the Company is subject, if any, or usage or as may, consistent herewith, be determined by the officers executing such
Securities, as evidenced by their execution of such Securities.


                                                                   ARTICLE I
                                                              Issuance of Securities
      SECTION 1.1. Issuance of Securities; Principal Amount; Maturity; Title.
      (1) On November 21, 2011, the Company shall issue and deliver to the Trustee, and the Trustee shall authenticate, the Initial Securities
substantially in the form
set forth in the Appendix, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or
permitted by the Indenture, and with such notations, legends or endorsements required by law, stock exchange or automated quotation system
on which the Securities may be listed, quoted or designated for issuance, agreements to which the Company is subject, if any, or usage or as
may, consistent herewith, be determined by the officers executing such Securities, as evidenced by their execution of such Securities.
       (2) Pursuant to the terms hereof and Section 3.1 of the Base Indenture, the Company hereby creates a series of Securities designated as
the “2.750% Senior Notes due 2014” of the Company (including both the Initial Securities and any Additional Securities (as defined below),
the “ Securities ”), which Securities shall be deemed “Securities” for all purposes under the Indenture.
       (3) The Initial Securities to be issued pursuant to this First Supplemental Indenture shall be issued in the aggregate principal amount of
$900,000,000 and shall mature on November 21, 2014 unless the Securities are redeemed prior to that date as described in Sections 4.1 or 4.2
of this First Supplemental Indenture. The aggregate principal amount of Initial Securities Outstanding at any time may not exceed
$900,000,000, except for Securities issued, authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.7 of the Base Indenture and except for any Securities which, pursuant to Section 3.3 of
the Base Indenture, are deemed never to have been authenticated and delivered; provided that the Company may without the consent of the
Holders, issue additional Securities hereunder as part of the same series and on the same terms and conditions (except for the issue date, issue
price and, in some cases, the first Interest Payment Date) (and having the same Guarantors) as the Initial Securities (“ Additional Securities ”).
      (4) The Securities shall be issued only in fully registered form without coupons in minimum denominations of $2,000 and any integral
multiple of $1,000.
      SECTION 1.2. Interest.
      (1) Interest on a Security will accrue at the per annum rate of 2.750% (the “ Security Interest Rate ”), from and including the date
specified on the face of such Security until the principal thereof is paid, deemed paid, or made available for payment and, in each case, will be
paid on the basis of a 360-day year comprised of twelve 30-day months.
      (2) The Company shall pay interest on the Securities semi-annually in arrears on November 21 and May 21 of each year (each, an “
Interest Payment Date ”), commencing May 21, 2012.
     (3) Interest shall be paid on each Interest Payment Date to the registered Holders of the Securities after the close of business on the
Regular Record Date.
       (4) The Place of Payment for this Security shall be the corporate trust office of the Trustee at 625 Marquette Avenue, 11th Floor,
Minneapolis, Minnesota 55479. Notwithstanding the foregoing, (i) payments in respect of the Securities represented by a Global Security
(including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by the
Depository and (ii) the Company will make all payments in respect of a Definitive Security (including principal, premium and interest) by
mailing a check to the registered address of each Holder thereof as such address appears in the Security Register; provided , however , that
payments on a Definitive Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United
States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such
account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its
discretion).
      (5) Neither the Company nor the Trustee shall impose any service charge for any transfer or exchange of a Security. However, the
Company may ask Holders of the Securities to pay any taxes or other governmental charges in connection with a transfer or exchange of
Securities.
      (6) If any Interest Payment Date, Maturity Date or Redemption Date falls on a day that is not a Business Day in the City of New York,
the Company will make the required payment of principal, premium, if any, and/or interest on the next succeeding Business Day as if it were
made on the date payment was due, and no interest will accrue on the amount so payable for the period from and after that Interest Payment
Date, the Maturity Date or earlier Redemption Date, as the case may be, to such next succeeding Business Day.
      SECTION 1.3. Additional Interest.
      The Company is party to a Registration Rights Agreement, dated as of November 21, 2011, among the Company, the Guarantors and the
representatives of the Initial Purchasers named therein, pursuant to which it is obligated to pay additional interest on the Securities upon the
occurrence of certain events specified in the Registration Rights Agreement.
      Subject to the provisions of the Registration Rights Agreement, if a Registration Default (as defined in the Registration Rights
Agreement) occurs, additional interest will accrue on this Security from and including the date on which such Registration Default occurs to
but excluding the date on which all such Registration Defaults have been cured or the Securities cease to be Transfer Restricted Securities (as
defined in the Registration Rights Agreement), whichever is earlier, at a rate of 0.25% per annum for the first 90-day period immediately
following the occurrence of a Registration Default, and such rate will increase by 0.25% per annum on the 91st day following the occurrence of
such Registration Default (provided that the maximum additional interest rate during the initial 90-day period shall be 0.25% per annum and
the maximum additional interest rate thereafter shall be 0.50% per annum, in each case
regardless of the number of Registration Defaults that have occurred and are continuing). The Company will pay such additional interest on
regular Interest Payment Dates.
      SECTION 1.4. Relationship with Base Indenture.
      The terms and provisions contained in the Base Indenture will constitute, and are hereby expressly made, a part of this First
Supplemental Indenture. However, to the extent any provision of the Base Indenture conflicts with the express provisions of this First
Supplemental Indenture, the provisions of this First Supplemental Indenture will govern and be controlling; provided , however , that the forms
and provisions of this First Supplemental Indenture modify and amend the terms of the Base Indenture only with respect to the Securities.


                                                                  ARTICLE II
                                            Definitions and Other Provisions of General Application
      SECTION 2.1. Definitions.
       The terms defined in this Section 2.1 (except as herein otherwise expressly provided or unless the context of this First Supplemental
Indenture otherwise requires) for all purposes of this First Supplemental Indenture and of any indenture supplemental hereto have the
respective meanings specified in this Section 2.1. All other terms used in this First Supplemental Indenture that are defined in the Base
Indenture or the Trust Indenture Act, either directly or by reference therein (except as herein otherwise expressly provided or unless the context
of this First Supplemental Indenture otherwise requires), have the respective meanings assigned to such terms in the Base Indenture or the Trust
Indenture Act, as the case may be, as in force at the date of this First Supplemental Indenture as originally executed; provided that any term that
is defined in both the Base Indenture and this First Supplemental Indenture shall have the meaning assigned to such term in this First
Supplemental Indenture.
      “ Additional Securities ” has the meaning specified in Section 1.1(3).
      “ Appendix ” has the meaning specified in the recitals to this First Supplemental Indenture.
      “ Comparable Treasury Issue ” means the United States Treasury security or securities selected by an Independent Investment Banker as
having an actual or interpolated maturity comparable to the remaining term of the Securities that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining
term of the Securities.
      “ Comparable Treasury Price ” means with respect to any Redemption Date: (i) the average of five Reference Treasury Dealer
Quotations for the Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee
obtains fewer than five Reference Treasury Dealer Quotations, the
average of all Reference Treasury Dealer Quotations for the Redemption Date so obtained.
      “ Definitive Security ” has the meaning specified in Section 1.1 of the Appendix.
      “ Exchange Securities ” has the meaning specified in Section 1.1 of the Appendix.
    “ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the
Company.
      “ Initial Purchaser ” has the meaning specified in Section 1.1 of the Appendix.
     “ Initial Securities ” means Securities in an aggregate principal amount of up to $900,000,000 initially issued under this First
Supplemental Indenture in accordance with Section 1.1(3).
      “ Interest Payment Date ” has the meaning specified in Section 1.2(2).
      “ Maturity Date ” means November 21, 2014.
      “ Private Exchange Securities ” has the meaning specified in Section 1.1 of the Appendix.
       “ Reference Treasury Dealer ” means each of Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. (in each case, or
their Affiliates) and three other primary United States government securities dealers selected by the Company, and each of their respective
successors; provided that if any of the aforementioned Reference Treasury Dealers resigns, then the respective successor will be a primary
United States government securities dealer in The City of New York selected by the Company.
       “ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average,
as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Trustee by such Reference Treasury Dealer at approximately 3:30 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
      “ Registration Rights Agreement ” has the meaning set forth in Section 1.1 of the Appendix.
       “ Regular Record Date ” for interest payable in respect of any Security on any Interest Payment Date means the day that is 15 days prior
to the relevant Interest Payment Date (whether or not a Business Day).
      “ Security Interest Rate ” has the meaning specified in Section 1.2(1).
      “ Securities ” has the meaning specified in Section 1.1(2).
      “ Special Mandatory Redemption Date ” means the earlier to occur of (i) the 20th day (or if such day is not a Business Day, the first
Business Day thereafter) following the Special Mandatory Redemption Triggering Date, if the Mergers have not been completed on or prior to
the Special Mandatory Redemption Triggering Date, or (ii) the 30th day (or if such day is not a Business Day, the first Business Day thereafter)
following the termination of the Merger Agreement for any reason.
      “ Special Mandatory Redemption Notice ” has the meaning set forth in Section 4.3 hereto.
      “ Special Mandatory Redemption Price ” has the meaning set forth in Section 4.2 hereto.
       “ Special Mandatory Redemption Triggering Date ” means April 20, 2012; provided that such date may be extended by the Company on
one or more occasions to a date not later than July 20, 2012, in the event the conditions set forth in Sections 6.1(c), 6.1(e) or 6.2(d) of the
Merger Agreement have not been satisfied or waived by the fifth Business Day (as defined in the Merger Agreement) prior to April 20, 2012;
provided , further , that such extended date may be further extended by the Company on one or more occasions to a date not later than
October 22, 2012, in the event that the conditions set forth in Sections 6.1(c), 6.1(e) or 6.2(d) of the Merger Agreement have not been satisfied
or waived by the fifth Business Day (as defined in the Merger Agreement) prior to the initially extended date; provided , however , that, in any
case, (x) the Special Mandatory Redemption Triggering Date shall only be extended if and when the Outside Date (as defined in the Merger
Agreement) is extended pursuant to Section 7.1(b)(ii) of the Merger Agreement, and the Special Mandatory Redemption Triggering Date, as so
extended, shall be the same date as the Outside Date, as so extended, and (y) if the Special Mandatory Redemption Triggering Date is extended
in accordance with the foregoing, the term “Special Mandatory Redemption Triggering Date” shall mean such date as so extended.
      “ Treasury Rate ” means, with respect to any Redemption Date, the rate per year equal to the semiannual equivalent yield to maturity or
interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.


                                                                    ARTICLE III
                                                                    Security Forms
      SECTION 3.1. Form Generally.
     (1) Provisions relating to the Initial Securities, the Exchange Securities and the Private Exchange Securities are set forth in the Appendix,
which is hereby incorporated in, and expressly made part of, this Indenture. The Initial Securities and the
Trustee’s certificate of authentication with respect thereto shall be substantially in the form of Exhibit 1 to the Appendix. The Exchange
Securities and the Private Exchange Securities and the Trustee’s certificate of authentication with respect thereto shall be substantially in the
form of Exhibit 2 to the Appendix. The Securities may have notations, legends or endorsements required by law, stock exchange or automated
quotation system on which the Securities may be listed, quoted or designated for issuance, agreements to which the Company is subject, if any,
or usage or as may, consistent herewith, be determined by the officers executing such Securities (execution thereof to be conclusive evidence of
such approval). Each Security shall be in fully registered form and shall be dated the date of its authentication. The terms of the Securities set
forth in the Appendix are part of the terms of this First Supplemental Indenture. The Guarantees shall be in substantially the form set forth in
Exhibit 3 to the Appendix.
      (2) The Securities shall be printed, lithographed, typewritten or engraved or produced by any combination of these methods or may be
produced in any other manner permitted by the rules of any automated quotation system or securities exchange (including on steel engraved
borders if so required by any automated quotation system or securities exchange upon which the Securities may be quoted or listed) on which
the Securities may be quoted or listed, as the case may be, all as determined by the officers executing such Securities, as evidenced by their
execution thereof.


                                                                  ARTICLE IV
                                                            Redemption of Securities
      SECTION 4.1. Optional Redemption.
      The Company may, at its option, redeem the Securities, in whole or from time to time in part, prior to the Maturity Date at a Redemption
Price equal to the greater of: (i) 100% of the aggregate principal amount of Securities to be redeemed, plus accrued and unpaid interest on the
Securities to the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal of and interest on the
Securities to be redeemed (exclusive of unpaid interest accrued thereon to the Redemption Date) discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year comprised of twelve 30-day months) at the Treasury Rate plus 35 basis points, plus unpaid interest
on the Securities to be redeemed, accrued to the Redemption Date.
      SECTION 4.2. Special Mandatory Redemption.
      If for any reason (i) the Mergers are not consummated on or prior to the Special Mandatory Redemption Triggering Date or (ii) the
Merger Agreement is terminated at any time prior thereto, then the Company shall redeem all the Securities on the Special Mandatory
Redemption Date at a price equal to 101% of the aggregate accreted principal amount of the Securities, plus accrued and unpaid interest from
the date of original issuance to, but excluding, the Special Mandatory Redemption Date (the
“ Special Mandatory Redemption Price ”) (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the
relevant Interest Payment Date).
      SECTION 4.3. Special Mandatory Redemption Procedures.
      (1) Notice of redemption pursuant to Section 4.2 (a “ Special Mandatory Redemption Notice ”) shall be mailed, with a written copy to
the Trustee, by first class mail, postage prepaid, within 10 Business Days after the occurrence of the event triggering redemption to each Holder
of Securities at such Holder’s address as shown in the Security Register. Failure to give notice by mailing in the manner herein provided to
such Holder, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other
Securities.
      All Special Mandatory Redemption Notices shall state:
      (i) the Special Mandatory Redemption Date;
      (ii) the Special Mandatory Redemption Price;
      (iii) that on the Special Mandatory Redemption Date the Special Mandatory Redemption Price will become due and payable with respect
to each Security;
      (iv) the place or places where such Securities are to be surrendered for payment of the Special Mandatory Redemption Price;
      (v) the CUSIP, ISIN or Common Code numbers of such Securities, if any (or any other numbers used by the Depositary to identify such
Securities); and
      (vi) if funds sufficient to pay the Special Mandatory Redemption Price of all Securities to be redeemed on the Special Mandatory
Redemption Date are deposited with the Paying Agent on or before such Special Mandatory Redemption Date, that such Securities shall cease
to bear interest on and after such Special Mandatory Redemption Date.
       (2) Each Special Mandatory Redemption Notice having been given as aforesaid, the Securities shall, on the Special Mandatory
Redemption Date, become due and payable at the Special Mandatory Redemption Price therein specified. If funds sufficient to pay the Special
Mandatory Redemption Price of all Securities to be redeemed on the Special Mandatory Redemption Date are deposited with the Paying Agent
on or before such Special Mandatory Redemption Date, the Securities shall cease to bear interest on and after such Special Mandatory
Redemption Date (unless the Company shall default on the payment of the Special Mandatory Redemption Price). Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Special Mandatory Redemption
Price; provided, however, that installments of interest whose Interest Payment Date is on or prior to the Special Mandatory Redemption Date
shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of
business on the relevant Regular Record Date according to their terms and the provisions of Section 3.7 of the Indenture.
       (3) If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof shall, until paid,
bear interest from the Special Mandatory Redemption Date at the rate borne by the Security.


                                                                   ARTICLE V
                                                                     Remedies
      SECTION 5.1. Events of Default.
      With respect to the Securities, Section 5.1 of the Base Indenture is hereby amended to add the following as Section 5.1(9):
      (i) the Company fails to timely deliver a Special Mandatory Redemption Notice when required.
                                                                   ARTICLE VI
                                                               Reports by Company
      SECTION 6.1. Reports by Express Scripts or the Company.
      With respect to the Securities, Section 7.4 of the Base Indenture is hereby amended to add the following paragraph to the end of such
Section:
       In addition, prior to the consummation of the Mergers, Express Scripts and, following the consummation of the Mergers, the Company,
shall furnish, at the Company’s expense, to the Holders and prospective Holders, upon the requests of such Holders, any information required
to be delivered pursuant to Rule 144A(d)(4) (or any successor provision) under the Securities Act so long as any Securities are not freely
transferable under the Securities Act.


                                                                   ARTICLE VII
                                                             Supplemental Indentures
      SECTION 7.1. Supplemental Indentures Without Consent of Holders.
      Section 9.1 of the Base Indenture shall not be applicable to the Securities.
     Without seeking the consent of any Holders, the Company, together with the Trustee, at any time and from time to time, may modify and
amend the Base Indenture, this First Supplemental Indenture and the terms of the Securities to:
      (1) allow the Company’s or any Guarantor’s successor (or successive successors) to assume the Company’s or such Guarantor’s
obligations under the Base
Indenture, this First Supplemental Indenture and the Securities pursuant to the provisions under Article VIII or Section 13.15 of the Base
Indenture;
      (2) add to the covenants of the Company for the benefit of the Holders of the Securities or to surrender any right or power herein
conferred upon the Company under this First Supplemental Indenture, the Base Indenture or the Securities;
      (3) add any additional Events of Default;
      (4) secure the Securities;
      (5) provide for a successor Trustee with respect to the Securities and add to or change any of the provisions of the Base Indenture as shall
be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of
Section 6.11 of the Base Indenture;
      (6) add or release a Guarantor as required or permitted by the Indenture;
      (7) cure any ambiguity, defect or inconsistency;
       (8) amend the provisions of the Base Indenture or this First Supplemental Indenture relating to the transfer or legending of the Securities;
provided that (i) compliance with the Base Indenture or this First Supplemental Indenture as so amended would not result in Securities being
transferred in violation of the Securities Act or any other applicable securities law and (ii) such amendment does not adversely affect the
interests of the Holders of the Securities or owners of beneficial interests in Securities; or
     (9) make any other amendment or supplement to the Base Indenture, this First Supplemental Indenture or the Securities, as long as that
amendment or supplement does not adversely affect the interests of the Holders of any Securities in any material respect (to be evidenced by an
Opinion of Counsel).
      No amendment to cure any ambiguity, defect or inconsistency in the Base Indenture, this First Supplemental Indenture or the Securities
made solely to conform to the provisions of the Base Indenture, this First Supplemental Indenture or the Securities to any description of the
Securities in the offering circular therefor, to the extent that such provision in the offering circular was intended to be a verbatim recitation of a
provision of the Base Indenture, this First Supplemental Indenture or the Securities, shall be deemed to adversely affect the interests of the
Holders of any Securities.
      SECTION 7.2. Supplemental Indentures With Consent of Holders.
      Section 9.2 of the Base Indenture shall not be applicable to the Securities.
      The Company, together with the Trustee, may modify and amend this First Supplemental Indenture, the Base Indenture and the terms of
the Securities with the written consent of the Holders of at least a majority in aggregate principal amount of the
Outstanding Securities; provided that no modification or amendment may, without the consent of each affected Holder of each Security:
      (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver;
      (2) change the Stated Maturity of the principal of, or any installment of or interest on, the Securities;
      (3) reduce the principal amount of, or any premium, if any, or rate of interest on, the Securities;
      (4) reduce any amount payable upon the redemption of the Securities or, except as expressly provided elsewhere herein, change the time
at which the Securities may be redeemed pursuant to Section 4.1 hereof;
     (5) change any Place of Payment where, or the currency in which, any principal of, or premium, if any, or interest on, the Securities are
payable;
      (6) impair the right of any Holder of a Security to receive payment of principal of and interest on such Holder’s Security on or after the
Stated Maturity or Redemption Date or to institute suit for the enforcement of any payment on, or with respect to, any Security on or after the
Stated Maturity or Redemption Date;
       (7) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for modification or
amendment of the Base Indenture or this First Supplemental Indenture, for waiver of compliance with certain provisions of the Base Indenture
or this First Supplemental Indenture or waiver of certain Defaults;
       (8) release any Guarantor from any of its obligations under its Guarantee or the Base Indenture or this First Supplemental Indenture other
than in accordance with the terms thereof or hereof; or
      (9) modify any of the above provisions.
       Any modification or amendment to, or waiver of, the provisions of this First Supplemental Indenture and the terms of the Securities that
relate to the Special Mandatory Redemption set forth in Sections 4.2 or 4.3 shall require the written consent of the Holders of at least 66 2/3%
in aggregate principal amount of the Outstanding Securities. In addition, any modification or amendment to, or waiver of, the provisions in the
Indenture and the terms of the Securities that relate to the items set forth in Section 10.10 of the Base Indenture shall require the written consent
of at least a majority in principal amount of the Outstanding Securities.
        In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Securities may, on behalf of the Holders
of all the Securities, waive any past default under the Base Indenture or this First Supplemental Indenture and
its consequences, except a default in the payment of the principal of, or premium, if any, or interest on, any Securities or in respect of a
covenant or provision that under the Base Indenture or this First Supplemental Indenture cannot be modified or amended without the consent of
each Holder. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Securities may, on behalf of the
Holders of all Securities, waive compliance with the Company’s covenants described under Sections 10.8 and 10.9 of the Indenture.


                                                                   ARTICLE VIII
                                                                   Miscellaneous.
      SECTION 8.1. Governing Law; Waiver of Jury Trial
     THIS FIRST SUPPLEMENTAL INDENTURE, THE GUARANTEES AND THE SECURITIES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY AND
THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FIRST
SUPPLEMENTAL INDENTURE, THE GUARANTEES, THE SECURITIES OR THE TRANSACTION CONTEMPLATED
HEREBY.
      SECTION 8.2. Supplemental Indenture May be Executed in Counterparts.
      This First Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this First Supplemental
Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this First Supplemental
Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture for all purposes. Signatures of the parties
hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
      SECTION 8.3. Separability Clause.
      In case any provision in this Indenture or in 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.
       IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed all as of the day and
year first above written.


                                                      [Signature Pages To Follow]
   ARISTOTLE HOLDING, INC.

   By:    /s/ George Paz
          Name:      George Paz
          Title:     Chairman, Chief Executive Officer
                     and President

   EXPRESS SCRIPTS, INC.

   By:    /s/ George Paz
          Name:      George Paz
          Title:     Chairman, Chief Executive Officer
                     and President

   AIRPORT HOLDINGS, LLC
   ESI REALTY, LLC
   By: Express Scripts, Inc., as sole Member

   By:    /s/ George Paz
          Name:      George Paz
          Title:     Chairman, Chief Executive Officer
                     and President


[First Supplemental Indenture]
   BYFIELD DRUG, INC.
   CARE CONTINUUM, INC.
   CFI OF NEW JERSEY, INC.
   CHESAPEAKE INFUSION, INC.
   CONNECTYOURCARE COMPANY LLC
   CONNECTYOURCARE, LLC
   CURASCRIPT PBM SERVICES INC.
   DIVERSIFIED PHARMACEUTICAL
   SERVICES, INC.
   ESI ACQUISITION, INC.
   ESI CLAIMS, INC.
   ESI ENTERPRISES, LLC
   ESI MAIL ORDER PROCESSING, INC.
   EXPRESS SCRIPTS CANADA HOLDING CO.
   EXPRESS SCRIPTS PHARMACEUTICAL
   PROCUREMENT, LLC
   EXPRESS SCRIPTS SALES DEVELOPMENT CO.
   FRECO, INC.
   FREEDOM SERVICE COMPANY, LLC
   HEALTHBRIDGE, INC.
   HEALTHBRIDGE REIMBURSEMENT AND
   PRODUCT SUPPORT, INC.
   iBIOLOGIC, INC.
   IVTX, INC.
   LYNNFIELD COMPOUNDING CENTER, INC.
   LYNNFIELD DRUG, INC.
   MATRIX GPO LLC
   NATIONAL PRESCRIPTION ADMINISTRATORS, INC.
   PRIORITY HEALTHCARE CORPORATION
   PRIORITY HEALTHCARE CORPORATION WEST
   PRIORITY HEALTHCARE DISTRIBUTION, INC.
   PRIORITY HEALTHCARE PHARMACY, INC.
   PRIORITYHEALTHCARE.COM, INC.
   SINUSPHARMACY, INC.
   SPECIALTY INFUSION PHARMACY, INC.
   SPECTRACARE, INC.
   SPECTRACARE HEALTH CARE
   VENTURES, INC.
   SPECTRACARE INFUSION PHARMACY, INC.
   VALUE HEALTH, INC.
   YOURPHARMACY.COM, INC.


   By:    /s/ Keith J. Ebling
          Name:        Keith J. Ebling
          Title:       Vice President

[First Supplemental Indenture]
   CURASCRIPT, INC.
   ESI MAIL PHARMACY SERVICE, INC.
   EXPRESS SCRIPTS SPECIALTY DISTRIBUTION
    SERVICES, INC.
   EXPRESS SCRIPTS UTILIZATION
   MANAGEMENT CO.
   MOORESVILLE ON-SITE PHARMACY, LLC

   By:    /s/ Patrick McNamee
          Name:       Patrick McNamee
          Title:      President


[First Supplemental Indenture]
   ESI-GP HOLDINGS, INC.
   ESI RESOURCES, INC.

   By:     /s/ Tom Rocheford
           Name:     Tom Rocheford
           Title:    President

    ESI PARTNERSHIP

    By:    Express Scripts, Inc., as Partner

    By:    /s/ Martin P. Akins
           Name:       Martin P. Akins
           Title:      Vice President and Deputy General Counsel

    By :   ESI-GP Holdings, Inc., as Partner

   By:     /s/ Tom Rocheford
           Name:     Tom Rocheford
           Title:    President

[First Supplemental Indenture]
   SPECTRACARE OF INDIANA

   By:    Spectracare, Inc., as Partner

   By:    /s/ Keith Ebling
          Name:       Keith Ebling
          Title:      Vice President

   By:    Care Continuum, Inc., as Partner

   By:    /s/ Keith Ebling
          Name:       Keith Ebling
          Title:      Vice President

   EXPRESS SCRIPTS MSA, LLC
   EXPRESS SCRIPTS WC, INC.

   By:    /s/ Edward Ignaczak
          Name:      Edward Ignaczak
          Title:     President

   EXPRESS SCRIPTS SENIOR CARE, INC.
   EXPRESS SCRIPTS SENIOR CARE
     HOLDINGS, INC.

   By:    /s/ George Paz
          Name:      George Paz
          Title:     President

   EXPRESS SCRIPTS CANADA HOLDING, LLC

   By:    /s/ Keith Ebling
          Name:       Keith Ebling
          Title:      Vice President

[First Supplemental Indenture]
   Wells Fargo Bank, National Association,
   As Trustee

   By:    /s/ Richard H. Prokosch
          Name:       Richard H. Prokosch
          Title:      Vice President

[First Supplemental Indenture]
                                                                                                       RULE 144A/REGULATION S APPENDIX


                                             PROVISIONS RELATING TO INITIAL SECURITIES,
                                                   PRIVATE EXCHANGE SECURITIES
                                                     AND EXCHANGE SECURITIES
   1. Definitions
    1.1 Definitions
   For the purposes of this Appendix the following terms shall have the meanings indicated below:
      “ Applicable Procedures ” means, with respect to any transfer or transaction prior to the expiration of the Restricted Period and involving
a Regulation S Global Security or beneficial interest therein, the rules and procedures of the Depository for such a transfer or transaction, to the
extent applicable and as in effect from time to time.
     “ Definitive Security ” means a certificated Initial Security or Exchange Security or Private Exchange Security bearing, if required, the
appropriate restricted securities legend set forth in Section 2.3(e).
      “ Depository ” means The Depository Trust Company, its nominees and their respective successors.
      “ Exchange Securities ” means any securities issued pursuant to the Indenture in connection with a Registered Exchange Offer pursuant
to a Registration Rights Agreement.
       “ Initial Purchaser ” means with respect to each issuance of Initial Securities, the Persons purchasing such Initial Securities under the
related Purchase Agreement.
      “ Initial Securities ” means any securities other than Exchange Securities and Private Exchange Securities issued pursuant to the
Indenture.
      “ Issue Date ” means the date on which Initial Securities are issued pursuant to a supplemental indenture to the Base Indenture or an
Officers’ Certificate pursuant to Section 3.1 of the Base Indenture.
      “ Private Exchange ” means the offer by the Company, pursuant to a Registration Rights Agreement, to the Initial Purchaser to issue and
deliver to the Initial Purchaser, in exchange for the Initial Securities held by the Initial Purchaser as part of its initial distribution, a like
aggregate principal amount of Private Exchange Securities.
      “ Private Exchange Securities ” means any securities issued in connection with a Private Exchange.
     “ Purchase Agreement ” means with respect to each issuance of Initial Securities, the purchase agreement or underwriting agreement
among the Company, the Guarantors and the Persons purchasing such Securities.
      “ QIB ” means a “qualified institutional buyer” as defined in Rule 144A.
       “ Registered Exchange Offer ” means an offer by the Company, pursuant to a Registration Rights Agreement, to certain Holders of Initial
Securities, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of Exchange Securities
registered under the Securities Act.
      “ Registration Rights Agreement ” means, with respect to each issuance of Securities issued in a transaction exempt from the registration
requirements of the Securities Act, the registration rights agreement, if any, among the Company, the Guarantors and the Persons purchasing
such Securities under the related Purchase Agreement.
       “ Restricted Period ” means, with respect to any Securities, the period of 40 consecutive days beginning on and including the later of
(i) the day on which such Securities are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act) in
reliance on Regulation S and (ii) the issue date with respect to such Securities.
      “ Rule 144A Securities ” means all Securities offered and sold to QIBs in reliance on Rule 144A.
      “ Securities Act ” means the Securities Act of 1933, as amended.
      “ Securities Custodian ” means the custodian with respect to a Global Security (as appointed by the Depository), or any successor Person
thereto and shall initially be the Trustee.
        “ Shelf Registration Statement ” means the shelf registration statement filed by the Company in connection with the offer and sale of
Initial Securities or Private Exchange Securities pursuant to a Registration Rights Agreement.
       “ Transfer Restricted Securities ” means Securities that bear or are required to bear the legend relating to restrictions on transfer relating
to the Securities Act set forth in Section 2.3(e) hereto.

                                                                           2
       1.2 Other Definitions

                                                                                                                                         Defined in
Term                                                                                                                                      Section:
“Agent Members”                                                                                                                                 2.1 (b)
“Clearstream, Luxembourg”                                                                                                                       2.1 (a)
“Euroclear”                                                                                                                                     2.1 (a)
“Global Securities”                                                                                                                             2.1 (a)
“Regulation S”                                                                                                                                  2.1 (a)
“Regulation S Global Security”                                                                                                                  2.1 (a)
“Regulation S Permanent Global Security”                                                                                                        2.1 (a)
“Regulation S Temporary Global Security”                                                                                                        2.1 (a)
“Restricted Securities Legend”                                                                                                                  2.3 (e)
“Rule 144A”                                                                                                                                     2.1 (a)
“Rule 144A Global Security”                                                                                                                     2.1 (a)
   2. The Securities.
   2.1 (a) Form and Dating. The Initial Securities were offered and sold by the Company pursuant to a Purchase Agreement. The Initial
Securities will be resold initially only to (i) QIBs in reliance on Rule 144A under the Securities Act (“ Rule 144A ”) and (ii) in offshore
transactions to Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S under the Securities Act (“
Regulation S ”). Initial Securities may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to
the restrictions on transfer set forth herein. Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or
more securities in registered, global form (collectively, the “ Rule 144A Global Security ”); and Initial Securities initially resold pursuant to
Regulation S shall be issued initially in the form of one or more temporary securities in registered, global form (collectively, the “ Regulation S
Temporary Global Security ”), in each case without interest coupons and with the global securities legend and the applicable restricted
securities legend set forth Section 2.3(e) hereto, which shall be deposited on behalf of the purchasers of the Initial Securities represented
thereby with the Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the
Company and authenticated by the Trustee as provided in the Base Indenture. Until the expiration of the Restricted Period, beneficial
ownership interests in the Regulation S Temporary Global Securities may be held only through Euroclear Bank S.A./N.V., as operator of the
Euroclear System (“ Euroclear ”), and Clearstream Banking, société anonyme (“ Clearstream,

                                                                            3
Luxembourg ”), as indirect participants in DTC, unless transferred to a Person that takes delivery through a Rule 144A Global Security in
accordance with the certification requirements described in the second succeeding paragraph below. Except as set forth in this Section 2.1(a),
beneficial ownership interests in a Regulation S Temporary Global Security will not be exchangeable for interests in the Rule 144A Global
Security or any other Security prior to the expiration of the Restricted Period and then, after the expiration of the Restricted Period, may be
exchanged for one or more permanent securities in registered, global form without interest coupons (collectively, the “ Regulation S Permanent
Global Security ” and, together with the Regulation S Temporary Global Security, the “ Regulation S Global Security ”) or a Definitive
Security upon (1) delivery to DTC of certification of compliance with the transfer restrictions applicable to the Securities and pursuant to
Regulation S as provided in the Indenture, (2) a certification in form satisfactory to the Trustee that beneficial ownership interests in such
Regulation S Temporary Global Security are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction
that did not require registration under the Securities Act and (3) in the case of an exchange for Definitive Securities, in compliance with the
requirements described in Section 2.4(a) of this Appendix.
       Definitive Securities may not be exchanged for beneficial interests in any Global Security unless the transferor first delivers to the
Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer
restrictions applicable to such Securities.
       Prior to the expiration of the Restricted Period, beneficial interests in Regulation S Global Securities may be exchanged for interests in
Rule 144A Global Securities only if (1) such exchange occurs in connection with a transfer of Securities pursuant to Rule 144A and (2) the
transferor of the beneficial interest in the Regulation S Global Security first delivers to the Trustee a written certificate (in the form provided in
the Indenture) to the effect that the beneficial interest in the Regulation S Global Security is being transferred to a Person (a) whom the
transferor reasonably believes to be a QIB, (b) is purchasing for its own account or the account of a QIB in a transaction meeting the
requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the states of the United States and other jurisdictions.
      Beneficial interests in a Rule 144A Global Security may be transferred to a Person who takes delivery in the form of an interest in a
Regulation S Global Security, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the Trustee a
written certificate (in the form provided in the Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of
Regulation S or Rule 144 (if available) under the Securities Act..
      The Rule 144A Global Security, the Regulation S Global Security and any Global Securities in fully registered form without the
Restricted Securities Legend are collectively referred to herein as “ Global Securities .” The aggregate principal amount of the Global
Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its
nominee as hereinafter provided.
      (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Security deposited with or on behalf of the Depository.

                                                                           4
      The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more
Global Securities that (a) shall be registered in the name of the Depository for such Global Security or Global Securities or the nominee of such
Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as
custodian for the Depository.
       Members of, or participants in, the Depository (“ Agent Members ”) shall have no rights under the Indenture with respect to any Global
Security held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Security, and the
Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such
Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or
impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of
the rights of a holder of a beneficial interest in any Global Security.
       (c) Definitive Securities. Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Global Securities
shall not be entitled to receive physical delivery of Definitive Securities.
   2.2 Authentication. The Trustee shall authenticate and deliver: (1) on the Issue Date, Initial Securities in an aggregate principal amount
specified in the written order of the Company pursuant to Section 3.3 of the Indenture, (2) Exchange Securities or Private Exchange Securities
for issue only in a Registered Exchange Offer or a Private Exchange, respectively, pursuant to a Registration Rights Agreement, for a like
principal amount of Initial Securities, and (3) a Global Security without the Restricted Securities Legend pursuant to Section 2.3(e) of this
Appendix, in each case upon a Company Order. Such Company Order shall specify the amount of the Securities to be authenticated and the
date on which the original issue of Securities is to be authenticated.
   2.3 Transfer and Exchange.
      (a) Transfer and Exchange of Definitive Securities . When Definitive Securities are presented to the Security Registrar with a request:
      (x) to register the transfer of such Definitive Securities; or
      (y) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations,
the Security Registrar shall register the transfer or make the exchange as requested pursuant to the terms of the Indenture and if its reasonable
requirements for such transaction are met; provided , however , that the Definitive Securities surrendered for transfer or exchange:
     (i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the
  Security Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and

                                                                          5
     (ii) if such Definitive Securities are required to bear a restricted securities legend, they are being transferred or exchanged pursuant to an
  effective registration statement under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are
  accompanied by the following additional information and documents, as applicable:
        (A) if such Definitive Securities are being delivered to the Security Registrar by a Holder for registration in the name of such Holder,
     without transfer, a certification from such Holder to that effect; or
         (B) if such Definitive Securities are being transferred to the Company, a certification to that effect; or
         (C) if such Definitive Securities are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A,
     Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act:
     (i) a certification to that effect (in the form set forth on the reverse of the Security) and (ii) if the Company so requests, an opinion of
     counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section
     2.3(e)(i).
       (b) Restrictions on Transfer of a Definitive Security for a Beneficial Interest in a Global Security. A Definitive Security may not be
exchanged for a beneficial interest in a Rule 144A Global Security or a Regulation S Global Security except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by appropriate instruments of
transfer, in form satisfactory to the Trustee, together with:
        (i) certification, in the form set forth on the reverse of the Security, that such Definitive Security is either (A) being transferred to a
     QIB in accordance with Rule 144A or (B) being transferred after expiration of the Restricted Period by a Person who initially purchased
     such Security in reliance on Regulation S to a buyer who elects to hold its interest in such Security in the form of a beneficial interest in
     the Regulation S Global Security; and
        (ii) written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment on its books and
     records with respect to such Rule 144A Global Security (in the case of a transfer pursuant to clause (b)(i)(A)) or Regulation S Global
     Security (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Securities
     represented by the Rule 144A Global Security or Regulation S Global Security, as applicable, such instructions to contain information
     regarding the Depository account to be credited with such increase,
then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing
instructions and procedures existing between the Depository and the Securities Custodian, the aggregate principal amount of Securities

                                                                          6
represented by the Rule 144A Global Security or Regulation S Global Security, as applicable, to be increased by the aggregate principal
amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Rule 144A Global Security or Regulation S Global Security, as applicable, equal to the principal amount
of the Definitive Security so canceled. If no Rule 144A Global Securities or Regulation S Global Securities, as applicable, are then outstanding,
the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers’ Certificate of the
Company, a new Rule 144A Global Security or Regulation S Global Security, as applicable, in the appropriate principal amount.
      (c) Transfer and Exchange of Global Securities.
      (i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository, in accordance
  with the Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A
  transferor of a beneficial interest in a Global Security shall deliver to the Security Registrar a written order given in accordance with the
  Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest
  in the Global Security. The Security Registrar shall, in accordance with such instructions instruct the Depository to credit to the account of
  the Person specified in such instructions a beneficial interest in the Global Security and to debit the account of the Person making the
  transfer in an amount equal to the beneficial interest in the Global Security being transferred.
     (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Security to a beneficial interest in another Global Security,
  the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Security to which
  such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Security Registrar
  shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Security from which such
  interest is being transferred.
     (iii) Notwithstanding any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Security may not
  be transferred as a whole except by the Depository to a nominee of the Depository or 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 successor
  Depository.
     (iv) In the event that a Global Security is exchanged for Definitive Securities pursuant to Section 2.4 of this Appendix, prior to the
  consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Securities, such
  Securities may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3
  (including the certification requirements set forth on the reverse of the Initial Securities intended to ensure that such transfers comply with
  Rule 144A, Regulation S or another

                                                                          7
  applicable exemption under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the
  Company.
      (d) Restrictions on Transfer of Regulation S Global Securities. During the Restricted Period, beneficial ownership interests in
Regulation S Global Securities may only be sold, pledged or transferred in accordance with the Applicable Procedures and only (i) to the
Company, (ii) in an offshore transaction in accordance with Regulation S or (iii) pursuant to an effective registration statement under the
Securities Act, in each case in accordance with any applicable securities laws of any State of the United States.
      (e) Legend.
     (i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each Security certificate evidencing the Global Securities (and all
  Securities issued in exchange therefor or in substitution thereof), in the case of Securities offered other than in reliance on Regulation S,
  shall bear a legend in substantially the following form (together with the legend in the second paragraph of this Section 2.3(e)(i), the “
  Restricted Securities Legend ”):
        THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
        REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”),
        AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
        REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY
        NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS
        OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
        THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE
        OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON
        WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
        UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE
        UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT,
        (III) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
        THEREUNDER (IF AVAILABLE), OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
        SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
        LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER

                                                                         8
   WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT
   OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.
Each certificate evidencing a Security offered in reliance on Regulation S shall bear a legend in substantially the following form:
   THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT
   FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), AND
   MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S.
   PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
   SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS
   GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.
Each Definitive Security shall also bear the following additional legend:
   IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITY REGISTRAR AND
   TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY
   REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
   (ii) Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global
Security) pursuant to Rule 144 under the Securities Act, the Security Registrar shall permit the transferee thereof to exchange such
Transfer Restricted Security for a Definitive Security that does not bear the legend set forth above and rescind any restriction on the
transfer of such Transfer Restricted Security, if the transferor thereof certifies in writing to the Security Registrar that such sale or transfer
was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Security); and to the extent permitted
by law at any time after one year has elapsed following the Issue Date, if the Securities are freely tradeable without restriction pursuant to
Rule 144 under the Securities Act (or successor rule), the Security Registrar shall permit the removal of the Restricted Securities Legend
and rescind any restriction on the transfer of such Transfer Restricted Security if the Company delivers to the Trustee an opinion
reasonably satisfactory to the Trustee that the removal of the Restricted Securities Legend is in compliance with the Securities Act.
   (iii) After a transfer of any Initial Securities or Private Exchange Securities pursuant to and during the period of the effectiveness of a
Shelf Registration Statement with respect to such Initial Securities or Private Exchange Securities, as the case may be, all requirements
pertaining to legends on such Initial Security or such Private Exchange

                                                                     9
     Security will cease to apply and a certificated Initial Security or Private Exchange Security or an Initial Security or Private Exchange
     Security in global form, in each case without restrictive transfer legends, will be available to the transferee of the Holder of such Initial
     Securities or Private Exchange Securities upon exchange of such transferring Holder’s certificated Initial Security or Private Exchange
     Security or directions to transfer such Holder’s interest in the Global Security, as applicable.
         (iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities, all requirements pertaining to such
     Initial Securities that Initial Securities issued to certain Holders be issued in global form will still apply with respect to Holders of such
     Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated or global form, in each case without
     the restricted securities legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial Securities in such
     Registered Exchange Offer.
        (v) Upon the consummation of a Private Exchange with respect to the Initial Securities, all requirements pertaining to such Initial
     Securities that Initial Securities issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial
     Securities that do not exchange their Initial Securities, and Private Exchange Securities in global form with the global securities legend
     and the applicable restricted securities legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial
     Securities in such Private Exchange.
       (f) Cancellation or Adjustment of Global Security. At such time as all beneficial interests in a Global Security have either been
exchanged for Definitive Securities, redeemed, purchased or canceled, such Global Security shall be returned to the Depository for cancellation
or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for
Definitive Securities, redeemed, purchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced
and an adjustment shall be made on the books and records of the Trustee (if it is then the Securities Custodian for such Global Security) with
respect to such Global Security, by the Trustee or the Securities Custodian, to reflect such reduction.
      (g) No Obligation of the Trustee.
        (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in
  the Depository 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 notice of redemption) or the payment of any amount, under or with
  respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the
  Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the
  case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depository subject to
  the applicable rules and procedures of the Depository. The Trustee

                                                                         10
  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.
     (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer
  imposed under the Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers
  between or among Depository participants, members or beneficial owners in any Global Security) other than to require delivery of such
  certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of
  the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
   2.4 Definitive Securities.
       (a) A Global Security deposited with the Depository or with the Trustee as Securities Custodian for the Depository pursuant to
Section 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to
the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 hereof and
(i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time such
Depository ceases to be a “clearing agency” registered under the Exchange Act, in either case, and a successor depository is not appointed by
the Company within 90 days of such notice, (ii) a Default with respect to the Securities has occurred and is continuing and DTC or the
Company specifically requests such exchange, (iii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance
of Definitive Securities under the Indenture or (iv) upon prior written notice given to the Trustee by or on behalf of the Depository in
accordance with the Indenture.
       (b) Any Global Security that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the
Depository to the Trustee located at its principal corporate trust office in the Borough of Manhattan, The City of New York, to be so
transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each
portion of such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. Any portion of a
Global Security transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in minimum denominations of
$2,000 principal amount and any integral multiple of $1,000 in excess thereof and registered in such names as the Depository shall direct. Any
Definitive Security delivered in exchange for an interest in a Transfer Restricted Security shall, except as otherwise provided by Section 2.3(e)
hereof, bear the applicable restricted securities legend and definitive securities legend set forth in Exhibit 1 hereto unless that legend is not
required by applicable law.
      (c) Subject to the provisions of Section 2.4(b) hereof, the registered Holder of a Global Security shall be entitled to grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action
which a Holder is entitled to take under the Indenture or the Securities.

                                                                         11
      (d) In the event of the occurrence of one of the events specified in Section 2.4(a) hereof, the Company shall promptly make available to
the Trustee a reasonable supply of Definitive Securities in definitive, fully registered form without interest coupons.

                                                                       12
                                                                                                   APPENDIX

                                                                                                   EXHIBIT 1


                                                [FORM OF FACE OF INITIAL SECURITY]
                                                          [Global Securities Legend]
     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, 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 SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
     TRANSFERS OF THIS GLOBAL SECURITY SHALL 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 SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
    [[FOR REGULATION S GLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR
COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS
DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH
OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]
[Restricted Securities Legend for Securities offered otherwise than in Reliance on Regulation S]
    THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS
SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
    THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE
OFFERED, RESOLD, PLEDGED OR

                                                                       1
OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO THE EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (IV) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.


 [Restricted Securities Legend for Securities Offered in Reliance on Regulation S.]
    THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE
TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN
REGULATION S UNDER THE SECURITIES ACT.


                                                       [Definitive Securities Legend]
   IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITY REGISTRAR AND TRANSFER
AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

                                                                      2
                                                         ARISTOTLE HOLDING, INC.
                                                            % SENIOR NOTE DUE


No.                                                                                                        Principal Amount (US)$
CUSIP NO.
ISIN NO.
      Aristotle Holding, Inc., a corporation organized and existing under the laws of the State of Delaware (herein called the “ Company ”,
which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to
Cede & Co., or its registered assigns, the principal sum of United States Dollars (U.S.$ ) on November 21, 2014 and to pay interest thereon,
from November 21, 2011, or from the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding
the next Interest Payment Date, which shall be May 21 and November 21 of each year, commencing May 21, 2012, at the per annum rate of
2.750%, or as such rate may be adjusted pursuant to the terms hereof (the “ Security Interest Rate ”), until the principal hereof is paid or made
available for payment.
       The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall
be the day that is 15 days prior to the relevant Interest Payment Date (whether or not a Business Day). Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities not less than
10 days prior to the Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any
automated quotation system or securities exchange on which the Securities may be quoted or listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months. The Company will pay interest on overdue principal at the rate borne by this Security, and it will pay interest on overdue
installments of interest at the same rate to the extent lawful.
      Subject to the provisions of the Registration Rights Agreement, if a Registration Default (as defined in the Registration Rights
Agreement) occurs, additional interest will accrue on this Security from and including the date on which such Registration Default occurs to
but excluding the date on which all such Registration Defaults have been cured or the Securities cease to be Transfer Restricted Securities (as
defined in the Registration Rights Agreement), whichever is earlier, at a rate of 0.25% per annum for the first 90-day period immediately
following the occurrence of a Registration Default, and such rate will increase by 0.25% per annum on the 91st day following the occurrence of
such Registration Default (provided that the maximum additional interest rate during the initial 90-day period shall be 0.25% per annum and
the maximum additional interest rate thereafter shall be 0.50% per annum, in each case

                                                                         3
regardless of the number of Registration Defaults that have occurred and are continuing). The Company will pay such additional interest on
regular Interest Payment Dates.
       The Place of Payment for this Security will be the corporate trust office of the Trustee at 625 Marquette Avenue, 11th Floor,
Minneapolis, Minnesota 55479, or as otherwise provided in the Indenture, in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private debts. Payments in respect of the Securities represented by a Global
Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by
the Depository. The Company will make all payments in respect of a Definitive Security (including principal, premium and interest) by mailing
a check to the registered address of each Holder thereof as such address appears on the Security Register; provided , however , that payments
on a Definitive Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no
later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).
     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
       Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

                                                                         4
      IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

                                                      ARISTOTLE HOLDING, INC.

                                                      By:
                                                             Name:
                                                             Title:


Attest:

By:
          Name:
          Title:

                                                                5
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated referred to in the within-mentioned
Indenture.
Dated:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee


 By:
         Authorized Signatory


                                                                         6
                                                     [FORM OF REVERSE OF SECURITY]
       (1) Indenture . This Security is one of a duly authorized issue of securities of the Company designated as its “ 2.750% Senior Notes due
2014 ” (herein called the “ Securities ”), issued under a First Supplemental Indenture, dated as of November 21, 2011, to an indenture, dated as
of November 21, 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof and herein with the First
Supplemental Indenture, collectively, the “ Indenture ”), between the Company, the Guarantors and Wells Fargo Bank, National Association, as
Trustee (herein called the “ Trustee ,” which term includes any successor trustee under the Indenture), to which reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The aggregate principal
amount of Initial Securities Outstanding at any time may not exceed $900,000,000 in aggregate principal amount, except for Securities issued,
authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.4, 3.5, 3.6,
9.6 or 11.7 of the Base Indenture and except for any Securities which, pursuant to Section 3.3 of the Base Indenture, are deemed never to have
been authenticated and delivered. The First Supplemental Indenture pursuant to which this Security is issued provides that Additional
Securities may be issued thereunder, if certain conditions are met. The Initial Securities issued pursuant to the First Supplemental Indenture and
all Exchange Securities or Private Exchange Securities issued in exchange therefor will be treated as a single class for all purposes under the
Indenture.
     The Indenture contains covenants that limit the ability of the Company and any Restricted Subsidiary to create liens on assets and to
engage in sale/leaseback transactions. The Indenture also contains covenants that limit the ability of the Company and, prior to the
consummation of the Mergers, of Express Scripts to consolidate, merge or transfer all or substantially all of their respective assets. These
covenants are subject to important exceptions and qualifications.
      All terms used in this Security which are defined in the Indenture (including in the Appendix thereto) shall have the meanings assigned to
them in the Indenture. In the event of a conflict or inconsistency between this Security and the Indenture, the provisions of the Indenture shall
govern.
       (2) Optional Redemption . At any time prior to Maturity, the Company may at its option redeem all or a part of the Securities upon not
more than 60 nor less than 30 days prior notice, at a Redemption Price equal to the greater of: (i) 100% of the aggregate principal amount of
any Securities being redeemed, plus accrued and unpaid interest on the Securities to the Redemption Date; or (ii) the sum of the present values
of the remaining scheduled payments of principal of and interest on the Securities to be redeemed (exclusive of unpaid interest accrued thereon
to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year comprised of twelve 30-day
months) at the Treasury Rate plus 35 basis points, plus unpaid interest on the Securities to be redeemed, accrued to the Redemption Date.

                                                                          7
       (3) Mandatory Redemption . Except as provided in Sections 4 and 5 below, the Company is not required to make mandatory redemption
or sinking fund payments with respect to the Securities.
       (4) Special Mandatory Redemption . If for any reason (i) the Mergers are not consummated on or prior to the Special Mandatory
Redemption Triggering Date or (ii) the Merger Agreement is terminated at any time prior thereto, then the Company shall redeem all the
Securities on the Special Mandatory Redemption Date at a price equal to 101% of the aggregate accreted principal amount of such Security,
plus accrued and unpaid interest from the date of original issuance to, but excluding, the Special Mandatory Redemption Date (subject to the
right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).
      (5) Change of Control Triggering Event . In the event of a Change of Control Triggering Event, the Holders may require the Company to
purchase for cash all or a portion of their Securities at a purchase price equal to 101% of the aggregate principal amount of the Securities
repurchased, plus accrued and unpaid interest, if any, pursuant to the provisions of Section 10.10 of the Base Indenture.
       (6) Registration Rights. The Company is party to a Registration Rights Agreement, dated as of November 21, 2011, among the
Company, the Guarantors and the representatives of the Initial Purchasers named therein, pursuant to which it is obligated to pay additional
interest on the Securities upon the occurrence of certain events specified in the Registration Rights Agreement.
       (7) Global Security . If this Security is a Global Security, then the transfer and exchange of this Security or beneficial interests herein
shall be effected through the Depository in accordance with the Indenture (including applicable restrictions on transfer set forth therein, if any)
and the procedures of the Depository therefor. The Security Registrar shall make an adjustment on its records to reflect such deposit or
withdrawal in accordance with the Depository’s Procedures.
       (8) Defaults and Remedies . If an Event of Default with respect to this Security occurs and is continuing, the principal of and any unpaid
premium and interest on (or, if this Security is an Original Issue Discount Security, such portion of the principal amount of such Securities as
may be specified in the terms thereof) all outstanding securities of this series, may be declared due and payable in the manner and with the
effect provided in the Indenture. The Holders of at least a majority in principal amount of the Outstanding Securities may rescind or annul that
acceleration if all Events of Default with respect to the Securities other than the non-payment of accelerated principal have been cured or
waived as provided in the Indenture.
       As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default, and, among other things, the Holders of not less than
25% in aggregate principal amount of the Outstanding Securities shall have made a written request to the Trustee to pursue a remedy in

                                                                         8
respect of such Event of Default as Trustee. The foregoing shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any amounts due on the Securities on or after the respective due dates expressed herein.
     (9) Discharge and Defeasance . Subject to certain conditions, the Company at any time shall be entitled to terminate some or all of the
Company’s and the Guarantors’ obligations under the Securities, the Guarantees and the Indenture if the Company deposits with the Trustee
money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may
be.
       (10) Amendment, Supplement and Waiver . The Indenture permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any
time by the Company and the Trustee with the written consent of the Holders of at least a majority in aggregate principal amount of the
Outstanding Securities. The provisions relating to the Special Mandatory Redemption set forth in Sections 4.2 and 4.3 of the First
Supplemental Indenture may not be modified or waived without the written consent of 66 2/3% in aggregate principal amount of the
Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Outstanding Securities, on behalf of the Holders of all such Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security or such
other Security. Certain modifications or amendments to the Indenture require the consent of the Holder of each Outstanding Security affected.
      Notwithstanding any other provision of the Indenture or this Security, the Holder of this Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of and any premium and (subject to Section 3.7 of the Base Indenture) interest on any
such Security on the Stated Maturity date expressed herein (or, in the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.
       (11) Denomination, Registration and Transfer . The Securities are in registered form without coupons in minimum denominations of
$2,000 principal amount and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations
therein set forth, this Security is transferable only upon surrender of this Security for registration of transfer. Upon surrender for registration of
transfer of this Security at the office or agency of the Company in a Place of Payment for this Security, the Company, if the requirements of the
Indenture are met, shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Securities of authorized denominations and of like tenor and aggregate principal amount, and having endorsed thereon a Guarantee
executed by the Guarantors.

                                                                           9
       If the requirements of this Indenture are met, then, at the option of the Holder, Securities may be exchanged for other Securities, of any
authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver,
the Securities which the Holder making the exchange is entitled to receive, and having endorsed thereon a Guarantee executed by the
Guarantor. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.
      Prior to due presentment of this Security for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the
Company, the Guarantors or the Trustee may treat the Person in whose name such Security is registered as the owner thereof for all purposes,
whether or not such Security be overdue, and none of the Company, the Guarantors or the Trustee or other such agent shall be affected by
notice to the contrary.
       (12) Guarantee . Payment of this Security is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have
become and continue to be Guarantors pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and
their Guarantees under the circumstances specified under the Indenture.
      (13) No Recourse Against Others. None of the Company’s or any Guarantor’s past, present or future directors, officers, employees or
shareholders, as such, shall have any liability for any of the Company’s or any Guarantor’s obligations under the Indenture or the Securities or
for any claim based on, or in respect or by reason of, such obligations or their creation. By accepting a Security, each Holder waives and
releases all such liability. This waiver and release is part of the consideration for the issuance of the Securities.
       (14) Holders’ Compliance with Registration Rights Agreement. Each Holder, by acceptance hereof, acknowledges and agrees to the
provisions of the Registration Rights Agreement in respect of this Security, including the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided therein.
    (15) Governing Law . THE INDENTURE, THIS SECURITY AND ANY GUARANTEE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
       The Company will furnish to any Holder upon written request and without charge to the Securityholder a copy of the Indenture which
has in it the text of this Security in larger type. Requests may be made to:

                                                                        10
Aristotle Holding, Inc.
One Express Scripts Way
St. Louis, Missouri 63121


                                                              ABBREVIATIONS
       The following abbreviations, when used in the inscription of the face of this Security, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM (= tenant in common)
TEN ENT (= tenants by the entireties (Cust))
JT TEN (= joint tenants with right of survivorship and not as tenants in common)
UNIF GIFT MIN ACT (= under Uniform Gifts to Minors Act )


                                     Additional abbreviations may also be used though not in the above list.

                                                                        11
                                                                ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
        (Print or type assignee’s name, address and zip code)
        (Insert assignee’s soc. sec. or tax I.D. No.)
and irrevocably appoint           agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.
        Date: _________               Your Signature: ________________________
Sign exactly as your name appears on the other side of this Security.
In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in
Rule 144 under the Securities Act after the later of the date of original issuance of such Securities and the last date, if any, on which such
Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being transferred in
accordance with its terms:
CHECK ONE BOX BELOW
   (1)  pursuant to an effective registration statement under the Securities Act; or

  (2)      in the United States to a person whom the seller reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A
          under the Securities Act) in a transaction meeting the requirements of Rule 144A; or

  (3)      outside the United States in an offshore transaction in accordance with Rule 904 under the Securities Act in compliance with Rule 904
          under the Securities Act of 1933, as amended; or
   (4)  pursuant to the exemption from registration under the Securities Act provided by Rule 144.
   Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any
   person other than the registered

                                                                          12
  holder thereof; provided , however , that if box (4) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of
  the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such
  transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of
  1933, as amended.

                                                                                     Signature
Signature Guarantee:

                                   Signature must be guaranteed                             Signature
   Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.

                                                                         13
                                   TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.
      The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


            Dated:

                                                                                                                         To be executed by an
                                                                                                        Notice:         executive officer

                                                                       14
                                 [TO BE ATTACHED TO GLOBAL SECURITIES]
                   SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
                   The following increases or decreases in this Global Security have been made:

                                                                           Principal amount of       Signature of
           Amount of decrease              Amount of increase                  this Global             authorized
           in Principal amount             in Principal amount             Security following         signatory of
 Date of      of this Global                  of this Global                such decrease or           Trustee or
Exchange         Security                        Security                        increase         Securities Custodian



                                                          15
                                              OPTION OF HOLDER TO ELECT PURCHASE
      If you want to elect to have this Security purchased by the Company pursuant to Section 10.10 of the Indenture, check the box: 
       If you want to elect to have only part of this Security purchased by the Company pursuant to Section 10.10 of the Indenture, state the
amount in principal amount: $___________.


                       Dated:                                        Your Signature:

                                                                     (Sign exactly as your name appears on
                                                                     the other side of this Security.)


                                             Signature Guarantee:


                                                       (Signature must be guaranteed)
   Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.

                                                                      16
                                                                                                                                        EXHIBIT 2


                                                [FORM OF FACE OF EXCHANGE SECURITY
                                                OR PRIVATE EXCHANGE SECURITY] * / ** /


*/     If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to the Appendix and the attachment from
       such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL SECURITIES] — SCHEDULE OF INCREASES OR DECREASES IN
       GLOBAL SECURITY.”

** /   If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial
       allotment, add the Restricted Securities Legend from Exhibit 1 to the Appendix and replace the Assignment Form included in this
       Exhibit 2 with the Assignment Form included in such Exhibit 1.
                                                        ARISTOTLE HOLDING, INC.
                                                            % SENIOR NOTE DUE


No.                                                                                                        Principal Amount (US)$
CUSIP NO.
ISIN NO.
      Aristotle Holding, Inc., a corporation organized and existing under the laws of the State of Delaware (herein called the “ Company ”,
which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to
Cede & Co., or its registered assigns, the principal sum of             United States Dollars (U.S.$                ) on November 21, 2014
and to pay interest thereon, from November 21, 2011, or from the most recent Interest Payment Date to which interest has been paid or duly
provided for to but excluding the next Interest Payment Date, which shall be May 21 and November 21 of each year, commencing May 21,
2012, at the per annum rate of 2.750%, or as such rate may be adjusted pursuant to the terms hereof (the “ Security Interest Rate ”), until the
principal hereof is paid or made available for payment.
       The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall
be the day that is 15 days prior to the relevant Interest Payment Date (whether or not a Business Day). Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities not less than
10 days prior to the Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any
automated quotation system or securities exchange on which the Securities may be quoted or listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months. The Company will pay interest on overdue principal at the rate borne by this Security, and it will pay interest on overdue
installments of interest at the same rate to the extent lawful.
      The Place of Payment for this Security will be the corporate trust office of the Trustee at 625 Marquette Avenue, 11th Floor,
Minneapolis, Minnesota 55479, or as otherwise provided in the Indenture, in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private debts. Payments in respect of the Securities represented by a Global
Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by
the Depository. The Company will make all payments in respect of a Definitive Security (including principal, premium and interest) by mailing
a check to the registered address of each Holder thereof as such address appears on the Security Register; provided , however , that payments
on a Definitive Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire

                                                                        2
transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).
     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
       Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

                                                                         3
       IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

                                                       ARISTOTLE HOLDING, INC.

                                                       By:
                                                              Name:
                                                              Title:


Attest:


 By:
          Name:
          Title:

                                                                 4
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated referred to in the within-mentioned
Indenture.
Dated:

 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee

 By:
           Authorized Signatory


                                                                         5
                                                     [FORM OF REVERSE OF SECURITY]
       (1) Indenture . This Security is one of a duly authorized issue of securities of the Company designated as its “ 2.750% Senior Notes due
2014 ” (herein called the “ Securities ”), issued under a First Supplemental Indenture, dated as of November 21, 2011, to an indenture, dated as
of November 21, 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof and herein with the First
Supplemental Indenture, collectively, the “ Indenture ”), between the Company, the Guarantors and Wells Fargo Bank, National Association, as
Trustee (herein called the “ Trustee ,” which term includes any successor trustee under the Indenture), to which reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The aggregate principal
amount of Initial Securities Outstanding at any time may not exceed $900,000,000 in aggregate principal amount, except for Securities issued,
authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.4, 3.5, 3.6,
9.6 or 11.7 of the Base Indenture and except for any Securities which, pursuant to Section 3.3 of the Base Indenture, are deemed never to have
been authenticated and delivered. The First Supplemental Indenture pursuant to which this Security is issued provides that Additional
Securities may be issued thereunder, if certain conditions are met. The Initial Securities issued pursuant to the First Supplemental Indenture and
all Exchange Securities or Private Exchange Securities issued in exchange therefor will be treated as a single class for all purposes under the
Indenture.
     The Indenture contains covenants that limit the ability of the Company and any Restricted Subsidiary to create liens on assets and to
engage in sale/leaseback transactions. The Indenture also contains covenants that limit the ability of the Company and, prior to the
consummation of the Mergers, of Express Scripts to consolidate, merge or transfer all or substantially all of their respective assets. These
covenants are subject to important exceptions and qualifications.
      All terms used in this Security which are defined in the Indenture (including in the Appendix thereto) shall have the meanings assigned to
them in the Indenture. In the event of a conflict or inconsistency between this Security and the Indenture, the provisions of the Indenture shall
govern.
       (2) Optional Redemption . At any time prior to Maturity, the Company may at its option redeem all or a part of the Securities upon not
more than 60 nor less than 30 days prior notice, at a Redemption Price equal to the greater of: (i) 100% of the aggregate principal amount of
any Securities being redeemed, plus accrued and unpaid interest on the Securities to the Redemption Date; or (ii) the sum of the present values
of the remaining scheduled payments of principal of and interest on the Securities to be redeemed (exclusive of unpaid interest accrued thereon
to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year comprised of twelve 30-day
months) at the Treasury Rate plus 35 basis points, plus unpaid interest on the Securities to be redeemed, accrued to the Redemption Date.

                                                                          6
       (3) Mandatory Redemption . Except as provided in Sections 4 and 5 below, the Company is not required to make mandatory redemption
or sinking fund payments with respect to the Securities.
       (4) Special Mandatory Redemption . If for any reason (i) the Mergers are not consummated on or prior to the Special Mandatory
Redemption Triggering Date or (ii) the Merger Agreement is terminated at any time prior thereto, then the Company shall redeem all the
Securities on the Special Mandatory Redemption Date at a price equal to 101% of the aggregate accreted principal amount of such Security,
plus accrued and unpaid interest from the date of original issuance to, but excluding, the Special Mandatory Redemption Date (subject to the
right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).
      (5) Change of Control Triggering Event . In the event of a Change of Control Triggering Event, the Holders may require the Company to
purchase for cash all or a portion of their Securities at a purchase price equal to 101% of the aggregate principal amount of the Securities
repurchased, plus accrued and unpaid interest, if any, pursuant to the provisions of Section 10.10 of the Base Indenture.
       (6) Global Security . If this Security is a Global Security, then the transfer and exchange of this Security or beneficial interests herein
shall be effected through the Depository in accordance with the Indenture (including applicable restrictions on transfer set forth therein, if any)
and the procedures of the Depository therefor. The Security Registrar shall make an adjustment on its records to reflect such deposit or
withdrawal in accordance with the Depository’s Procedures.
       (7) Defaults and Remedies . If an Event of Default with respect to this Security occurs and is continuing, the principal of and any unpaid
premium and interest on (or, if this Security is an Original Issue Discount Security, such portion of the principal amount of such Securities as
may be specified in the terms thereof) all outstanding securities of this series, may be declared due and payable in the manner and with the
effect provided in the Indenture. The Holders of at least a majority in principal amount of the Outstanding Securities may rescind or annul that
acceleration if all Events of Default with respect to the Securities other than the non-payment of accelerated principal have been cured or
waived as provided in the Indenture.
       As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default, and, among other things, the Holders of not less than
25% in aggregate principal amount of the Outstanding Securities shall have made a written request to the Trustee to pursue a remedy in respect
of such Event of Default as Trustee. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of
any amounts due on the Securities on or after the respective due dates expressed herein.
    (8) Discharge and Defeasance . Subject to certain conditions, the Company at any time shall be entitled to terminate some or all of the
Company’s and the Guarantors’

                                                                         7
obligations under the Securities, the Guarantees and the Indenture if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be.
       (9) Amendment, Supplement and Waiver . The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by
the Company and the Trustee with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding
Securities. The provisions relating to the Special Mandatory Redemption set forth in Sections 4.2 and 4.3 of the First Supplemental Indenture
may not be modified or waived without the written consent of 66 2/3% in aggregate principal amount of the Outstanding Securities. The
Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Outstanding Securities, on behalf
of the Holders of all such Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security or such other Security. Certain
modifications or amendments to the Indenture require the consent of the Holder of each Outstanding Security affected.
      Notwithstanding any other provision of the Indenture or this Security, the Holder of this Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of and any premium and (subject to Section 3.7 of the Base Indenture) interest on any
such Security on the Stated Maturity date expressed herein (or, in the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.
       (10) Denomination, Registration and Transfer . The Securities are in registered form without coupons in minimum denominations of
$2,000 principal amount and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations
therein set forth, this Security is transferable only upon surrender of this Security for registration of transfer. Upon surrender for registration of
transfer of this Security at the office or agency of the Company in a Place of Payment for this Security, the Company, if the requirements of the
Indenture are met, shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Securities of authorized denominations and of like tenor and aggregate principal amount, and having endorsed thereon a Guarantee
executed by the Guarantors.
      If the requirements of this Indenture are met, then, at the option of the Holder, Securities may be exchanged for other Securities, of any
authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver,
the Securities which the Holder making the exchange is entitled to receive, and having endorsed thereon a Guarantee executed by the
Guarantor. No service charge shall be made for any such registration of transfer or exchange,

                                                                           8
but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
therewith.
      Prior to due presentment of this Security for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the
Company, the Guarantors or the Trustee may treat the Person in whose name such Security is registered as the owner thereof for all purposes,
whether or not such Security be overdue, and none of the Company, the Guarantors or the Trustee or other such agent shall be affected by
notice to the contrary.
       (11) Guarantee . Payment of this Security is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have
become and continue to be Guarantors pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and
their Guarantees under the circumstances specified under the Indenture.
      (12) No Recourse Against Others. None of the Company’s or any Guarantor’s past, present or future directors, officers, employees or
shareholders, as such, shall have any liability for any of the Company’s or any Guarantor’s obligations under the Indenture or the Securities or
for any claim based on, or in respect or by reason of, such obligations or their creation. By accepting a Security, each Holder waives and
releases all such liability. This waiver and release is part of the consideration for the issuance of the Securities.
       (13) [Holders’ Compliance with Registration Rights Agreement. Each Holder, by acceptance hereof, acknowledges and agrees to the
provisions of the Registration Rights Agreement in respect of this Security, including the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided therein.] 1
    (14) Governing Law . THE INDENTURE, THIS SECURITY AND ANY GUARANTEE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
       The Company will furnish to any Holder upon written request and without charge to the Securityholder a copy of the Indenture which
has in it the text of this Security in larger type. Requests may be made to:
Aristotle Holding, Inc.
One Express Scripts Way
St. Louis, Missouri 63121


                                                               ABBREVIATIONS
    The following abbreviations, when used in the inscription of the face of this Security, shall be construed as though they were written out in
full according to applicable laws or regulations:


1     Delete if this is not a Private Exchange Security.

                                                                         9
TEN COM (= tenant in common)
TEN ENT (= tenants by the entireties (Cust))
JT TEN (= joint tenants with right of survivorship and not as tenants in common)
UNIF GIFT MIN ACT (= under Uniform Gifts to Minors Act )


                                   Additional abbreviations may also be used though not in the above list.

                                                                      10
                                                            ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
   (Print or type assignee’s name, address and zip code)
   (Insert assignee’s soc. sec. or tax I.D. No.)
and irrevocably appoint         agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

                   Date:                                                  Your
                                                                          Signature:
Sign exactly as your name appears on the other side of this Security.

                                                                        11
                                              OPTION OF HOLDER TO ELECT PURCHASE
      If you want to elect to have this Security purchased by the Company pursuant to Section 10.10 of the Indenture, check the box: 
       If you want to elect to have only part of this Security purchased by the Company pursuant to Section 10.10 of the Indenture, state the
amount in principal amount: $__________.

                       Dated: ____________________                   Your Signature:

                                                                     (Sign exactly as your name appears on
                                                                     the other side of this Security.)


                                             Signature Guarantee:


                                                       (Signature must be guaranteed)
   Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.

                                                                      12
                                                                                                                                      EXHIBIT 3
      FORM OF GUARANTEE
       For value received, each of the Guarantors (which term includes any successor Person under the Indenture) has jointly and severally and
fully and unconditionally guaranteed, to the extent set forth in the Indenture, among the Company, the Guarantors and the Trustee and subject
to the provisions in the Indenture, (a) the due and punctual payment in full when due of the principal of, premium, if any, and interest on the
Securities and all other amounts due and payable under the Indenture and the Securities by the Company and (b) in case of any extension of
time of payment or renewal of any Obligations (with or without notice to the Guarantor), that the same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth
in Article XIII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee, including provisions for
the release thereof. Each Holder of a Security, by accepting the same, (a) agrees to and shall be bound by such provisions and (b) appoints the
Trustee attorney-in-fact of such Holder for the purpose of such provisions.

                                                             [NAME OF GUARANTOR(S)]

                                                             By:
                                                                     Name:
                                                                     Title:                                                   ]


                                                                        13
                                                Exhibit 4.3

                                          EXECUTION COPY




    SECOND SUPPLEMENTAL INDENTURE
        Dated as of November 21, 2011
          Supplementing that Certain
                INDENTURE
        Dated as of November 21, 2011



                   Among
        ARISTOTLE HOLDING, INC.,
     THE GUARANTORS PARTY HERETO
                     and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
                  as Trustee



      3.500% SENIOR NOTES DUE 2016
       This Second Supplemental Indenture, dated as of November 21, 2011 (the “Second Supplemental Indenture ”), among Aristotle Holding,
Inc., a corporation organized and existing under the laws of the State of Delaware, having its principal office at One Express Way, St. Louis,
Missouri (herein called the “ Company ”), the Guarantors party hereto and Wells Fargo Bank, National Association, a national banking
association, as Trustee hereunder (herein called the “ Trustee ”), supplements that certain Indenture, dated as of November 21, 2011, among the
Company, the Guarantors and the Trustee (the “ Base Indenture ” and, together with this Second Supplemental Indenture, the “ Indenture ”).


                                                      RECITALS OF THE COMPANY
       A. The Company, the Guarantors and the Trustee have entered into the Base Indenture, which provides for the issuance from time to time
of the Company’s unsecured debentures, notes, or other evidences of indebtedness to be issued in one or more series as provided for in the Base
Indenture.
      B. The Base Indenture provides that the Securities of each series shall be in substantially the form set forth in the Base Indenture, or in
such other form as may be established by or pursuant to a Board Resolution and set forth in an Officers’ Certificate or in one or more
supplemental indentures thereto, in each case with such appropriate insertions, omissions, substitutions, and other variations as are required or
permitted by the Indenture, and may have notations, legends or endorsements required by law, stock exchange or automated quotation system
on which the Securities may be listed, quoted or designated for issuance, agreements to which the Company is subject, if any, or usage or as
may, consistent therewith, be determined by the officers executing such Securities, as evidenced by their execution thereof.
       C. The Company and the Trustee have agreed that the Company shall issue and deliver, and the Trustee shall authenticate, a new series
of Securities to be known as the “3.500% Senior Notes due 2016” pursuant to the terms of this Second Supplemental Indenture and
substantially in the form set forth in Appendix A hereto (together with the Exhibits thereto, the “ Appendix ”), in each case with such
appropriate insertions, omissions, substitutions, and other variations as are required or permitted by the Indenture, and with such notations,
legends or endorsements required by law, stock exchange or automated quotation system on which the Securities may be listed, quoted or
designated for issuance, agreements to which the Company is subject, if any, or usage or as may, consistent herewith, be determined by the
officers executing such Securities, as evidenced by their execution of such Securities.
                                                                   ARTICLE I
                                                              Issuance of Securities
      SECTION 1.1. Issuance of Securities; Principal Amount; Maturity; Title.
       (1) On November 21, 2011, the Company shall issue and deliver to the Trustee, and the Trustee shall authenticate, the Initial Securities
substantially in the form set forth in the Appendix, in each case with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by the Indenture, and with such notations, legends or endorsements required by law, stock exchange or automated
quotation system on which the Securities may be listed, quoted or designated for issuance, agreements to which the Company is subject, if any,
or usage or as may, consistent herewith, be determined by the officers executing such Securities, as evidenced by their execution of such
Securities.
       (2) Pursuant to the terms hereof and Section 3.1 of the Base Indenture, the Company hereby creates a series of Securities designated as
the “3.500% Senior Notes due 2016” of the Company (including both the Initial Securities and any Additional Securities (as defined below),
the “ Securities ”), which Securities shall be deemed “Securities” for all purposes under the Indenture.
       (3) The Initial Securities to be issued pursuant to this Second Supplemental Indenture shall be issued in the aggregate principal amount of
$1,250,000,000 and shall mature on November 15, 2016 unless the Securities are redeemed prior to that date as described in Sections 4.1 or 4.2
of this Second Supplemental Indenture. The aggregate principal amount of Initial Securities Outstanding at any time may not exceed
$1,250,000,000, except for Securities issued, authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.7 of the Base Indenture and except for any Securities which, pursuant to Section 3.3 of
the Base Indenture, are deemed never to have been authenticated and delivered; provided that the Company may without the consent of the
Holders, issue additional Securities hereunder as part of the same series and on the same terms and conditions (except for the issue date, issue
price and, in some cases, the first Interest Payment Date) (and having the same Guarantors) as the Initial Securities (“ Additional Securities ”).
      (4) The Securities shall be issued only in fully registered form without coupons in minimum denominations of $2,000 and any integral
multiple of $1,000.
      SECTION 1.2. Interest.
      (1) Interest on a Security will accrue at the per annum rate of 3.500% (the “ Security Interest Rate ”), from and including the date
specified on the face of such Security until the principal thereof is paid, deemed paid, or made available for payment and, in each case, will be
paid on the basis of a 360-day year comprised of twelve 30-day months.
      (2) The Company shall pay interest on the Securities semi-annually in arrears on November 15 and May 15 of each year (each, an “
Interest Payment Date ”), commencing May 15, 2012.
     (3) Interest shall be paid on each Interest Payment Date to the registered Holders of the Securities after the close of business on the
Regular Record Date.
       (4) The Place of Payment for this Security shall be the corporate trust office of the Trustee at 625 Marquette Avenue, 11th Floor,
Minneapolis, Minnesota 55479. Notwithstanding the foregoing, (i) payments in respect of the Securities represented by a Global Security
(including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by the
Depository and (ii) the Company will make all payments in respect of a Definitive Security (including principal, premium and interest) by
mailing a check to the registered address of each Holder thereof as such address appears in the Security Register; provided , however , that
payments on a Definitive Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United
States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such
account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its
discretion).
      (5) Neither the Company nor the Trustee shall impose any service charge for any transfer or exchange of a Security. However, the
Company may ask Holders of the Securities to pay any taxes or other governmental charges in connection with a transfer or exchange of
Securities.
      (6) If any Interest Payment Date, Maturity Date or Redemption Date falls on a day that is not a Business Day in the City of New York,
the Company will make the required payment of principal, premium, if any, and/or interest on the next succeeding Business Day as if it were
made on the date payment was due, and no interest will accrue on the amount so payable for the period from and after that Interest Payment
Date, the Maturity Date or earlier Redemption Date, as the case may be, to such next succeeding Business Day.
      SECTION 1.3. Additional Interest.
      The Company is party to a Registration Rights Agreement, dated as of November 21, 2011, among the Company, the Guarantors and the
representatives of the Initial Purchasers named therein, pursuant to which it is obligated to pay additional interest on the Securities upon the
occurrence of certain events specified in the Registration Rights Agreement.
      Subject to the provisions of the Registration Rights Agreement, if a Registration Default (as defined in the Registration Rights
Agreement) occurs, additional interest will accrue on this Security from and including the date on which such Registration Default occurs to
but excluding the date on which all such Registration
Defaults have been cured or the Securities cease to be Transfer Restricted Securities (as defined in the Registration Rights Agreement),
whichever is earlier, at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default,
and such rate will increase by 0.25% per annum on the 91st day following the occurrence of such Registration Default (provided that the
maximum additional interest rate during the initial 90-day period shall be 0.25% per annum and the maximum additional interest rate thereafter
shall be 0.50% per annum, in each case regardless of the number of Registration Defaults that have occurred and are continuing). The
Company will pay such additional interest on regular Interest Payment Dates.
      SECTION 1.4. Relationship with Base Indenture.
      The terms and provisions contained in the Base Indenture will constitute, and are hereby expressly made, a part of this Second
Supplemental Indenture. However, to the extent any provision of the Base Indenture conflicts with the express provisions of this Second
Supplemental Indenture, the provisions of this Second Supplemental Indenture will govern and be controlling; provided , however , that the
forms and provisions of this Second Supplemental Indenture modify and amend the terms of the Base Indenture only with respect to the
Securities.


                                                                  ARTICLE II
                                            Definitions and Other Provisions of General Application
      SECTION 2.1. Definitions.
       The terms defined in this Section 2.1 (except as herein otherwise expressly provided or unless the context of this Second Supplemental
Indenture otherwise requires) for all purposes of this Second Supplemental Indenture and of any indenture supplemental hereto have the
respective meanings specified in this Section 2.1. All other terms used in this Second Supplemental Indenture that are defined in the Base
Indenture or the Trust Indenture Act, either directly or by reference therein (except as herein otherwise expressly provided or unless the context
of this Second Supplemental Indenture otherwise requires), have the respective meanings assigned to such terms in the Base Indenture or the
Trust Indenture Act, as the case may be, as in force at the date of this Second Supplemental Indenture as originally executed; provided that any
term that is defined in both the Base Indenture and this Second Supplemental Indenture shall have the meaning assigned to such term in this
Second Supplemental Indenture.
      “ Additional Securities ” has the meaning specified in Section 1.1(3).
      “ Appendix ” has the meaning specified in the recitals to this Second Supplemental Indenture.
      “ Comparable Treasury Issue ” means the United States Treasury security or securities selected by an Independent Investment Banker as
having an actual or interpolated maturity comparable to the remaining term of the Securities that would be utilized, at the time of selection and
in accordance with customary financial practice, in
pricing new issues of corporate debt securities of a comparable maturity to the remaining term of the Securities.
      “ Comparable Treasury Price ” means with respect to any Redemption Date: (i) the average of five Reference Treasury Dealer
Quotations for the Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee
obtains fewer than five Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations for the Redemption
Date so obtained.
      “ Definitive Security ” has the meaning specified in Section 1.1 of the Appendix.
      “ Exchange Securities ” has the meaning specified in Section 1.1 of the Appendix.
    “ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the
Company.
      “ Initial Purchaser ” has the meaning specified in Section 1.1 of the Appendix.
     “ Initial Securities ” means Securities in an aggregate principal amount of up to $1,250,000,000 initially issued under this Second
Supplemental Indenture in accordance with Section 1.1(3).
      “ Interest Payment Date ” has the meaning specified in Section 1.2(2).
      “ Maturity Date ” means November 15, 2016.
      “ Private Exchange Securities ” has the meaning specified in Section 1.1 of the Appendix.
       “ Reference Treasury Dealer ” means each of Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. (in each case, or
their Affiliates) and three other primary United States government securities dealers selected by the Company, and each of their respective
successors; provided that if any of the aforementioned Reference Treasury Dealers resigns, then the respective successor will be a primary
United States government securities dealer in The City of New York selected by the Company.
       “ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average,
as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Trustee by such Reference Treasury Dealer at approximately 3:30 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
      “ Registration Rights Agreement ” has the meaning set forth in Section 1.1 of the Appendix.
       “ Regular Record Date ” for interest payable in respect of any Security on any Interest Payment Date means the day that is 15 days prior
to the relevant Interest Payment Date (whether or not a Business Day).
      “ Security Interest Rate ” has the meaning specified in Section 1.2(1).
      “ Securities ” has the meaning specified in Section 1.1(2).
      “ Special Mandatory Redemption Date ” means the earlier to occur of (i) the 20th day (or if such day is not a Business Day, the first
Business Day thereafter) following the Special Mandatory Redemption Triggering Date, if the Mergers have not been completed on or prior to
the Special Mandatory Redemption Triggering Date, or (ii) the 30th day (or if such day is not a Business Day, the first Business Day thereafter)
following the termination of the Merger Agreement for any reason.
      “ Special Mandatory Redemption Notice ” has the meaning set forth in Section 4.3 hereto.
      “ Special Mandatory Redemption Price ” has the meaning set forth in Section 4.2 hereto.
       “ Special Mandatory Redemption Triggering Date ” means April 20, 2012; provided that such date may be extended by the Company on
one or more occasions to a date not later than July 20, 2012, in the event the conditions set forth in Sections 6.1(c), 6.1(e) or 6.2(d) of the
Merger Agreement have not been satisfied or waived by the fifth Business Day (as defined in the Merger Agreement) prior to April 20, 2012;
provided , further , that such extended date may be further extended by the Company on one or more occasions to a date not later than
October 22, 2012, in the event that the conditions set forth in Sections 6.1(c), 6.1(e) or 6.2(d) of the Merger Agreement have not been satisfied
or waived by the fifth Business Day (as defined in the Merger Agreement) prior to the initially extended date; provided , however , that, in any
case, (x) the Special Mandatory Redemption Triggering Date shall only be extended if and when the Outside Date (as defined in the Merger
Agreement) is extended pursuant to Section 7.1(b)(ii) of the Merger Agreement, and the Special Mandatory Redemption Triggering Date, as so
extended, shall be the same date as the Outside Date, as so extended, and (y) if the Special Mandatory Redemption Triggering Date is extended
in accordance with the foregoing, the term “Special Mandatory Redemption Triggering Date” shall mean such date as so extended.
      “ Treasury Rate ” means, with respect to any Redemption Date, the rate per year equal to the semiannual equivalent yield to maturity or
interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.
                                                                   ARTICLE III
                                                                   Security Forms
      SECTION 3.1. Form Generally.
       (1) Provisions relating to the Initial Securities, the Exchange Securities and the Private Exchange Securities are set forth in the Appendix,
which is hereby incorporated in, and expressly made part of, this Indenture. The Initial Securities and the Trustee’s certificate of authentication
with respect thereto shall be substantially in the form of Exhibit 1 to the Appendix. The Exchange Securities and the Private Exchange
Securities and the Trustee’s certificate of authentication with respect thereto shall be substantially in the form of Exhibit 2 to the Appendix. The
Securities may have notations, legends or endorsements required by law, stock exchange or automated quotation system on which the
Securities may be listed, quoted or designated for issuance, agreements to which the Company is subject, if any, or usage or as may, consistent
herewith, be determined by the officers executing such Securities (execution thereof to be conclusive evidence of such approval). Each Security
shall be in fully registered form and shall be dated the date of its authentication. The terms of the Securities set forth in the Appendix are part of
the terms of this Second Supplemental Indenture. The Guarantees shall be in substantially the form set forth in Exhibit 3 to the Appendix.
      (2) The Securities shall be printed, lithographed, typewritten or engraved or produced by any combination of these methods or may be
produced in any other manner permitted by the rules of any automated quotation system or securities exchange (including on steel engraved
borders if so required by any automated quotation system or securities exchange upon which the Securities may be quoted or listed) on which
the Securities may be quoted or listed, as the case may be, all as determined by the officers executing such Securities, as evidenced by their
execution thereof.


                                                                   ARTICLE IV
                                                             Redemption of Securities
      SECTION 4.1. Optional Redemption.
      The Company may, at its option, redeem the Securities, in whole or from time to time in part, prior to the Maturity Date at a Redemption
Price equal to the greater of: (i) 100% of the aggregate principal amount of Securities to be redeemed, plus accrued and unpaid interest on the
Securities to the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal of and interest on the
Securities to be redeemed (exclusive of unpaid interest accrued thereon to the Redemption Date) discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year comprised of twelve 30-day months) at the Treasury Rate plus 40 basis points, plus unpaid interest
on the Securities to be redeemed, accrued to the Redemption Date.
      SECTION 4.2. Special Mandatory Redemption.
       If for any reason (i) the Mergers are not consummated on or prior to the Special Mandatory Redemption Triggering Date or (ii) the
Merger Agreement is terminated at any time prior thereto, then the Company shall redeem all the Securities on the Special Mandatory
Redemption Date at a price equal to 101% of the aggregate accreted principal amount of the Securities, plus accrued and unpaid interest from
the date of original issuance to, but excluding, the Special Mandatory Redemption Date (the “ Special Mandatory Redemption Price ”) (subject
to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).
      SECTION 4.3. Special Mandatory Redemption Procedures.
      (1) Notice of redemption pursuant to Section 4.2 (a “ Special Mandatory Redemption Notice ”) shall be mailed, with a written copy to
the Trustee, by first class mail, postage prepaid, within 10 Business Days after the occurrence of the event triggering redemption to each Holder
of Securities at such Holder’s address as shown in the Security Register. Failure to give notice by mailing in the manner herein provided to
such Holder, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other
Securities.
      All Special Mandatory Redemption Notices shall state:
      (i) the Special Mandatory Redemption Date;
      (ii) the Special Mandatory Redemption Price;
      (iii) that on the Special Mandatory Redemption Date the Special Mandatory Redemption Price will become due and payable with respect
to each Security;
      (iv) the place or places where such Securities are to be surrendered for payment of the Special Mandatory Redemption Price;
      (v) the CUSIP, ISIN or Common Code numbers of such Securities, if any (or any other numbers used by the Depositary to identify such
Securities); and
      (vi) if funds sufficient to pay the Special Mandatory Redemption Price of all Securities to be redeemed on the Special Mandatory
Redemption Date are deposited with the Paying Agent on or before such Special Mandatory Redemption Date, that such Securities shall cease
to bear interest on and after such Special Mandatory Redemption Date.
      (2) Each Special Mandatory Redemption Notice having been given as aforesaid, the Securities shall, on the Special Mandatory
Redemption Date, become due and payable at the Special Mandatory Redemption Price therein specified. If funds sufficient to pay the Special
Mandatory Redemption Price of all Securities to be redeemed on the Special Mandatory Redemption Date are deposited with the Paying Agent
on or before such Special Mandatory Redemption Date, the Securities shall cease
to bear interest on and after such Special Mandatory Redemption Date (unless the Company shall default on the payment of the Special
Mandatory Redemption Price). Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid
by the Company at the Special Mandatory Redemption Price; provided, however, that installments of interest whose Interest Payment Date is
on or prior to the Special Mandatory Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Regular Record Date according to their terms and the provisions of
Section 3.7 of the Indenture.
       (3) If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof shall, until paid,
bear interest from the Special Mandatory Redemption Date at the rate borne by the Security.


                                                                   ARTICLE V
                                                                     Remedies
      SECTION 5.1. Events of Default.
      With respect to the Securities, Section 5.1 of the Base Indenture is hereby amended to add the following as Section 5.1(9):
      (i) the Company fails to timely deliver a Special Mandatory Redemption Notice when required.


                                                                   ARTICLE VI
                                                               Reports by Company
      SECTION 6.1. Reports by Express Scripts or the Company.
      With respect to the Securities, Section 7.4 of the Base Indenture is hereby amended to add the following paragraph to the end of such
Section:
       In addition, prior to the consummation of the Mergers, Express Scripts and, following the consummation of the Mergers, the Company,
shall furnish, at the Company’s expense, to the Holders and prospective Holders, upon the requests of such Holders, any information required
to be delivered pursuant to Rule 144A(d)(4) (or any successor provision) under the Securities Act so long as any Securities are not freely
transferable under the Securities Act.
                                                                  ARTICLE VII
                                                            Supplemental Indentures
      SECTION 7.1. Supplemental Indentures Without Consent of Holders.
      Section 9.1 of the Base Indenture shall not be applicable to the Securities.
     Without seeking the consent of any Holders, the Company, together with the Trustee, at any time and from time to time, may modify and
amend the Base Indenture, this Second Supplemental Indenture and the terms of the Securities to:
      (1) allow the Company’s or any Guarantor’s successor (or successive successors) to assume the Company’s or such Guarantor’s
obligations under the Base Indenture, this Second Supplemental Indenture and the Securities pursuant to the provisions under Article VIII or
Section 13.15 of the Base Indenture;
      (2) add to the covenants of the Company for the benefit of the Holders of the Securities or to surrender any right or power herein
conferred upon the Company under this Second Supplemental Indenture, the Base Indenture or the Securities;
      (3) add any additional Events of Default;
      (4) secure the Securities;
      (5) provide for a successor Trustee with respect to the Securities and add to or change any of the provisions of the Base Indenture as shall
be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of
Section 6.11 of the Base Indenture;
      (6) add or release a Guarantor as required or permitted by the Indenture;
      (7) cure any ambiguity, defect or inconsistency;
       (8) amend the provisions of the Base Indenture or this Second Supplemental Indenture relating to the transfer or legending of the
Securities; provided that (i) compliance with the Base Indenture or this Second Supplemental Indenture as so amended would not result in
Securities being transferred in violation of the Securities Act or any other applicable securities law and (ii) such amendment does not adversely
affect the interests of the Holders of the Securities or owners of beneficial interests in Securities; or
      (9) make any other amendment or supplement to the Base Indenture, this Second Supplemental Indenture or the Securities, as long as
that amendment or supplement does not adversely affect the interests of the Holders of any Securities in any material respect (to be evidenced
by an Opinion of Counsel).
       No amendment to cure any ambiguity, defect or inconsistency in the Base Indenture, this Second Supplemental Indenture or the
Securities made solely to conform to the provisions of the Base Indenture, this Second Supplemental Indenture or the Securities to any
description of the Securities in the offering circular therefor, to the extent that such provision in the offering circular was intended to be a
verbatim recitation of a provision of the Base Indenture, this Second Supplemental Indenture or the Securities, shall be deemed to adversely
affect the interests of the Holders of any Securities.
      SECTION 7.2. Supplemental Indentures With Consent of Holders.
      Section 9.2 of the Base Indenture shall not be applicable to the Securities.
       The Company, together with the Trustee, may modify and amend this Second Supplemental Indenture, the Base Indenture and the terms
of the Securities with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities;
provided that no modification or amendment may, without the consent of each affected Holder of each Security:
      (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver;
      (2) change the Stated Maturity of the principal of, or any installment of or interest on, the Securities;
      (3) reduce the principal amount of, or any premium, if any, or rate of interest on, the Securities;
      (4) reduce any amount payable upon the redemption of the Securities or, except as expressly provided elsewhere herein, change the time
at which the Securities may be redeemed pursuant to Section 4.1 hereof;
     (5) change any Place of Payment where, or the currency in which, any principal of, or premium, if any, or interest on, the Securities are
payable;
      (6) impair the right of any Holder of a Security to receive payment of principal of and interest on such Holder’s Security on or after the
Stated Maturity or Redemption Date or to institute suit for the enforcement of any payment on, or with respect to, any Security on or after the
Stated Maturity or Redemption Date;
      (7) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for modification or
amendment of the Base Indenture or this Second Supplemental Indenture, for waiver of compliance with certain provisions of the Base
Indenture or this Second Supplemental Indenture or waiver of certain Defaults;
       (8) release any Guarantor from any of its obligations under its Guarantee or the Base Indenture or this Second Supplemental Indenture
other than in accordance with the terms thereof or hereof; or
      (9) modify any of the above provisions.
       Any modification or amendment to, or waiver of, the provisions of this Second Supplemental Indenture and the terms of the Securities
that relate to the Special Mandatory Redemption set forth in Sections 4.2 or 4.3 shall require the written consent of the Holders of at least 66
2/3% in aggregate principal amount of the Outstanding Securities. In addition, any modification or amendment to, or waiver of, the provisions
in the Indenture and the terms of the Securities that relate to the items set forth in Section 10.10 of the Base Indenture shall require the written
consent of at least a majority in principal amount of the Outstanding Securities.
        In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Securities may, on behalf of the Holders
of all the Securities, waive any past default under the Base Indenture or this Second Supplemental Indenture and its consequences, except a
default in the payment of the principal of, or premium, if any, or interest on, any Securities or in respect of a covenant or provision that under
the Base Indenture or this Second Supplemental Indenture cannot be modified or amended without the consent of each Holder. In addition, the
Holders of at least a majority in aggregate principal amount of the Outstanding Securities may, on behalf of the Holders of all Securities, waive
compliance with the Company’s covenants described under Sections 10.8 and 10.9 of the Indenture.


                                                                  ARTICLE VIII
                                                                   Miscellaneous.
      SECTION 8.1. Governing Law; Waiver of Jury Trial
     THIS SECOND SUPPLEMENTAL INDENTURE, THE GUARANTEES AND THE SECURITIES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY
AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
SECOND SUPPLEMENTAL INDENTURE, THE GUARANTEES, THE SECURITIES OR THE TRANSACTION
CONTEMPLATED HEREBY.
      SECTION 8.2. Supplemental Indenture May be Executed in Counterparts.
      This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be
an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Second
Supplemental Indenture and of signature pages by facsimile or PDF
transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in
lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be
deemed to be their original signatures for all purposes.
      SECTION 8.3. Separability Clause.
      In case any provision in this Indenture or in 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.
    IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed all as of the day and year
first above written.
                                                      [Signature Pages To Follow]
    ARISTOTLE HOLDING, INC.

    By:    /s/ George Paz
           Name:      George Paz
           Title:     Chairman, Chief Executive Officer
                      and President

    EXPRESS SCRIPTS, INC.


    By:    /s/ George Paz
           Name:      George Paz
           Title:     Chairman, Chief Executive Officer
                      and President

    AIRPORT HOLDINGS, LLC
    ESI REALTY, LLC
    By: Express Scripts, Inc., as sole Member

    By:    /s/ George Paz
           Name:      George Paz
           Title:     Chairman, Chief Executive Officer
                      and President
[Second Supplemental Indenture]
    BYFIELD DRUG, INC.
    CARE CONTINUUM, INC.
    CFI OF NEW JERSEY, INC.
    CHESAPEAKE INFUSION, INC.
    CONNECTYOURCARE COMPANY LLC
    CONNECTYOURCARE, LLC
    CURASCRIPT PBM SERVICES INC.
    DIVERSIFIED PHARMACEUTICAL SERVICES, INC.
    ESI ACQUISITION, INC.
    ESI CLAIMS, INC.
    ESI ENTERPRISES, LLC
    ESI MAIL ORDER PROCESSING, INC.
    EXPRESS SCRIPTS CANADA HOLDING CO.
    EXPRESS SCRIPTS PHARMACEUTICAL
    PROCUREMENT, LLC
    EXPRESS SCRIPTS SALES DEVELOPMENT CO.
    FRECO, INC.
    FREEDOM SERVICE COMPANY, LLC
    HEALTHBRIDGE, INC.
    HEALTHBRIDGE REIMBURSEMENT AND
     PRODUCT SUPPORT, INC.
    iBIOLOGIC, INC.
    IVTX, INC.
    LYNNFIELD COMPOUNDING CENTER, INC.
    LYNNFIELD DRUG, INC.
    MATRIX GPO LLC
    NATIONAL PRESCRIPTION ADMINISTRATORS, INC.
    PRIORITY HEALTHCARE CORPORATION
    PRIORITY HEALTHCARE CORPORATION WEST
    PRIORITY HEALTHCARE DISTRIBUTION, INC.
    PRIORITY HEALTHCARE PHARMACY, INC.
    PRIORITYHEALTHCARE.COM, INC.
    SINUSPHARMACY, INC.
    SPECIALTY INFUSION PHARMACY, INC.
    SPECTRACARE, INC.
    SPECTRACARE HEALTH CARE VENTURES, INC.
    SPECTRACARE INFUSION PHARMACY, INC.
    VALUE HEALTH, INC.
    YOURPHARMACY.COM, INC.

    By:    /s/ Keith J. Ebling
           Name:        Keith J. Ebling
           Title:       Vice President
[Second Supplemental Indenture]
    CURASCRIPT, INC.
    ESI MAIL PHARMACY SERVICE, INC.
    EXPRESS SCRIPTS SPECIALTY DISTRIBUTION
     SERVICES, INC.
    EXPRESS SCRIPTS UTILIZATION MANAGEMENT
    CO.
    MOORESVILLE ON-SITE PHARMACY, LLC

    By:    /s/ Patrick McNamee
           Name:       Patrick McNamee
           Title:      President
[Second Supplemental Indenture]
    ESI-GP HOLDINGS, INC.
    ESI RESOURCES, INC.

    By:     /s/ Tom Rocheford
            Name:     Tom Rocheford
            Title:    President

     ESI PARTNERSHIP

     By:    Express Scripts, Inc., as Partner

     By:    /s/ Martin P. Akins
            Name:       Martin P. Akins
            Title:      Vice President and Deputy General Counsel

     By :   ESI-GP Holdings, Inc., as Partner

    By:     /s/ Tom Rocheford
            Name:     Tom Rocheford
            Title:    President
[Second Supplemental Indenture]
    SPECTRACARE OF INDIANA

    By:    Spectracare, Inc., as Partner

    By:    /s/ Keith Ebling
           Name:       Keith Ebling
           Title:      Vice President

    By:    Care Continuum, Inc., as Partner

    By:    /s/ Keith Ebling
           Name:       Keith Ebling
           Title:      Vice President

    EXPRESS SCRIPTS MSA, LLC
    EXPRESS SCRIPTS WC, INC.

    By:    /s/ Edward Ignaczak
           Name:      Edward Ignaczak
           Title:     President

    EXPRESS SCRIPTS SENIOR CARE, INC.
    EXPRESS SCRIPTS SENIOR CARE
      HOLDINGS, INC.

    By:    /s/ George Paz
           Name:      George Paz
           Title:     President

    EXPRESS SCRIPTS CANADA HOLDING, LLC

    By:    /s/ Keith Ebling
           Name:       Keith Ebling
           Title:      Vice President
[Second Supplemental Indenture]
    Wells Fargo Bank, National Association,
    As Trustee

    By:    /s/ Richard H. Prokosch
           Name:       Richard H. Prokosch
           Title:      Vice President
[Second Supplemental Indenture]
                                                                                                       RULE 144A/REGULATION S APPENDIX


                                             PROVISIONS RELATING TO INITIAL SECURITIES,
                                                   PRIVATE EXCHANGE SECURITIES
                                                     AND EXCHANGE SECURITIES
   1. Definitions
    1.1 Definitions
   For the purposes of this Appendix the following terms shall have the meanings indicated below:
      “ Applicable Procedures ” means, with respect to any transfer or transaction prior to the expiration of the Restricted Period and involving
a Regulation S Global Security or beneficial interest therein, the rules and procedures of the Depository for such a transfer or transaction, to the
extent applicable and as in effect from time to time.
     “ Definitive Security ” means a certificated Initial Security or Exchange Security or Private Exchange Security bearing, if required, the
appropriate restricted securities legend set forth in Section 2.3(e).
      “ Depository ” means The Depository Trust Company, its nominees and their respective successors.
      “ Exchange Securities ” means any securities issued pursuant to the Indenture in connection with a Registered Exchange Offer pursuant
to a Registration Rights Agreement.
       “ Initial Purchaser ” means with respect to each issuance of Initial Securities, the Persons purchasing such Initial Securities under the
related Purchase Agreement.
      “ Initial Securities ” means any securities other than Exchange Securities and Private Exchange Securities issued pursuant to the
Indenture.
      “ Issue Date ” means the date on which Initial Securities are issued pursuant to a supplemental indenture to the Base Indenture or an
Officers’ Certificate pursuant to Section 3.1 of the Base Indenture.
      “ Private Exchange ” means the offer by the Company, pursuant to a Registration Rights Agreement, to the Initial Purchaser to issue and
deliver to the Initial Purchaser, in exchange for the Initial Securities held by the Initial Purchaser as part of its initial distribution, a like
aggregate principal amount of Private Exchange Securities.
      “ Private Exchange Securities ” means any securities issued in connection with a Private Exchange.
     “ Purchase Agreement ” means with respect to each issuance of Initial Securities, the purchase agreement or underwriting agreement
among the Company, the Guarantors and the Persons purchasing such Securities.
      “ QIB ” means a “qualified institutional buyer” as defined in Rule 144A.
       “ Registered Exchange Offer ” means an offer by the Company, pursuant to a Registration Rights Agreement, to certain Holders of Initial
Securities, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of Exchange Securities
registered under the Securities Act.
      “ Registration Rights Agreement ” means, with respect to each issuance of Securities issued in a transaction exempt from the registration
requirements of the Securities Act, the registration rights agreement, if any, among the Company, the Guarantors and the Persons purchasing
such Securities under the related Purchase Agreement.
       “ Restricted Period ” means, with respect to any Securities, the period of 40 consecutive days beginning on and including the later of
(i) the day on which such Securities are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act) in
reliance on Regulation S and (ii) the issue date with respect to such Securities.
      “ Rule 144A Securities ” means all Securities offered and sold to QIBs in reliance on Rule 144A.
      “ Securities Act ” means the Securities Act of 1933, as amended.
      “ Securities Custodian ” means the custodian with respect to a Global Security (as appointed by the Depository), or any successor Person
thereto and shall initially be the Trustee.
        “ Shelf Registration Statement ” means the shelf registration statement filed by the Company in connection with the offer and sale of
Initial Securities or Private Exchange Securities pursuant to a Registration Rights Agreement.
       “ Transfer Restricted Securities ” means Securities that bear or are required to bear the legend relating to restrictions on transfer relating
to the Securities Act set forth in Section 2.3(e) hereto.

                                                                           2
   1.2 Other Definitions

                                                                                                                                             Defined in
Term                                                                                                                                          Section:
“Agent Members”                                                                                                                                 2.1 (b)
“Clearstream, Luxembourg”                                                                                                                       2.1 (a)
“Euroclear”                                                                                                                                     2.1 (a)
“Global Securities”                                                                                                                             2.1 (a)
“Regulation S”                                                                                                                                  2.1 (a)
“Regulation S Global Security”                                                                                                                  2.1 (a)
“Regulation S Permanent Global Security”                                                                                                        2.1 (a)
“Regulation S Temporary Global Security”                                                                                                        2.1 (a)
“Restricted Securities Legend”                                                                                                                  2.3 (e)
“Rule 144A”                                                                                                                                     2.1 (a)
“Rule 144A Global Security”                                                                                                                     2.1 (a)
   2. The Securities.
   2.1 (a) Form and Dating. The Initial Securities were offered and sold by the Company pursuant to a Purchase Agreement. The Initial
Securities will be resold initially only to (i) QIBs in reliance on Rule 144A under the Securities Act (“ Rule 144A ”) and (ii) in offshore
transactions to Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S under the Securities Act (“
Regulation S ”). Initial Securities may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to
the restrictions on transfer set forth herein. Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or
more securities in registered, global form (collectively, the “ Rule 144A Global Security ”); and Initial Securities initially resold pursuant to
Regulation S shall be issued initially in the form of one or more temporary securities in registered, global form (collectively, the “ Regulation S
Temporary Global Security ”), in each case without interest coupons and with the global securities legend and the applicable restricted
securities legend set forth Section 2.3(e) hereto, which shall be deposited on behalf of the purchasers of the Initial Securities represented
thereby with the Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the
Company and authenticated by the Trustee as provided in the Base Indenture. Until the expiration of the Restricted Period, beneficial
ownership interests in the Regulation S Temporary Global Securities may be held only through Euroclear Bank S.A./N.V., as operator of the
Euroclear System (“ Euroclear ”), and Clearstream Banking, société anonyme (“ Clearstream,

                                                                            3
Luxembourg ”), as indirect participants in DTC, unless transferred to a Person that takes delivery through a Rule 144A Global Security in
accordance with the certification requirements described in the second succeeding paragraph below. Except as set forth in this Section 2.1(a),
beneficial ownership interests in a Regulation S Temporary Global Security will not be exchangeable for interests in the Rule 144A Global
Security or any other Security prior to the expiration of the Restricted Period and then, after the expiration of the Restricted Period, may be
exchanged for one or more permanent securities in registered, global form without interest coupons (collectively, the “ Regulation S Permanent
Global Security ” and, together with the Regulation S Temporary Global Security, the “ Regulation S Global Security ”) or a Definitive
Security upon (1) delivery to DTC of certification of compliance with the transfer restrictions applicable to the Securities and pursuant to
Regulation S as provided in the Indenture, (2) a certification in form satisfactory to the Trustee that beneficial ownership interests in such
Regulation S Temporary Global Security are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction
that did not require registration under the Securities Act and (3) in the case of an exchange for Definitive Securities, in compliance with the
requirements described in Section 2.4(a) of this Appendix.
       Definitive Securities may not be exchanged for beneficial interests in any Global Security unless the transferor first delivers to the
Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer
restrictions applicable to such Securities.
       Prior to the expiration of the Restricted Period, beneficial interests in Regulation S Global Securities may be exchanged for interests in
Rule 144A Global Securities only if (1) such exchange occurs in connection with a transfer of Securities pursuant to Rule 144A and (2) the
transferor of the beneficial interest in the Regulation S Global Security first delivers to the Trustee a written certificate (in the form provided in
the Indenture) to the effect that the beneficial interest in the Regulation S Global Security is being transferred to a Person (a) whom the
transferor reasonably believes to be a QIB, (b) is purchasing for its own account or the account of a QIB in a transaction meeting the
requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the states of the United States and other jurisdictions.
      Beneficial interests in a Rule 144A Global Security may be transferred to a Person who takes delivery in the form of an interest in a
Regulation S Global Security, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the Trustee a
written certificate (in the form provided in the Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of
Regulation S or Rule 144 (if available) under the Securities Act..
      The Rule 144A Global Security, the Regulation S Global Security and any Global Securities in fully registered form without the
Restricted Securities Legend are collectively referred to herein as “ Global Securities .” The aggregate principal amount of the Global
Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its
nominee as hereinafter provided.
      (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Security deposited with or on behalf of the Depository.

                                                                           4
      The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more
Global Securities that (a) shall be registered in the name of the Depository for such Global Security or Global Securities or the nominee of such
Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as
custodian for the Depository.
       Members of, or participants in, the Depository (“ Agent Members ”) shall have no rights under the Indenture with respect to any Global
Security held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Security, and the
Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such
Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or
impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of
the rights of a holder of a beneficial interest in any Global Security.
       (c) Definitive Securities. Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Global Securities
shall not be entitled to receive physical delivery of Definitive Securities.
   2.2 Authentication. The Trustee shall authenticate and deliver: (1) on the Issue Date, Initial Securities in an aggregate principal amount
specified in the written order of the Company pursuant to Section 3.3 of the Indenture, (2) Exchange Securities or Private Exchange Securities
for issue only in a Registered Exchange Offer or a Private Exchange, respectively, pursuant to a Registration Rights Agreement, for a like
principal amount of Initial Securities, and (3) a Global Security without the Restricted Securities Legend pursuant to Section 2.3(e) of this
Appendix, in each case upon a Company Order. Such Company Order shall specify the amount of the Securities to be authenticated and the
date on which the original issue of Securities is to be authenticated.
   2.3 Transfer and Exchange.
    (a)    Transfer and Exchange of Definitive Securities . When Definitive Securities are presented to the Security Registrar with a request:
    (x)    to register the transfer of such Definitive Securities; or
    (y)    to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations,
the Security Registrar shall register the transfer or make the exchange as requested pursuant to the terms of the Indenture and if its reasonable
requirements for such transaction are met; provided , however , that the Definitive Securities surrendered for transfer or exchange:
     (i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the
  Security Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and

                                                                          5
     (ii) if such Definitive Securities are required to bear a restricted securities legend, they are being transferred or exchanged pursuant to an
  effective registration statement under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are
  accompanied by the following additional information and documents, as applicable:
        (A) if such Definitive Securities are being delivered to the Security Registrar by a Holder for registration in the name of such Holder,
     without transfer, a certification from such Holder to that effect; or
         (B) if such Definitive Securities are being transferred to the Company, a certification to that effect; or
         (C) if such Definitive Securities are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A,
     Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act:
     (i) a certification to that effect (in the form set forth on the reverse of the Security) and (ii) if the Company so requests, an opinion of
     counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section
     2.3(e)(i).
       (b) Restrictions on Transfer of a Definitive Security for a Beneficial Interest in a Global Security. A Definitive Security may not be
exchanged for a beneficial interest in a Rule 144A Global Security or a Regulation S Global Security except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by appropriate instruments of
transfer, in form satisfactory to the Trustee, together with:
      (i) certification, in the form set forth on the reverse of the Security, that such Definitive Security is either (A) being transferred to a QIB
  in accordance with Rule 144A or (B) being transferred after expiration of the Restricted Period by a Person who initially purchased such
  Security in reliance on Regulation S to a buyer who elects to hold its interest in such Security in the form of a beneficial interest in the
  Regulation S Global Security; and
     (ii) written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment on its books and
  records with respect to such Rule 144A Global Security (in the case of a transfer pursuant to clause (b)(i)(A)) or Regulation S Global
  Security (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Securities
  represented by the Rule 144A Global Security or Regulation S Global Security, as applicable, such instructions to contain information
  regarding the Depository account to be credited with such increase,
then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing
instructions and procedures existing between the Depository and the Securities Custodian, the aggregate principal amount of Securities

                                                                           6
represented by the Rule 144A Global Security or Regulation S Global Security, as applicable, to be increased by the aggregate principal
amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Rule 144A Global Security or Regulation S Global Security, as applicable, equal to the principal amount
of the Definitive Security so canceled. If no Rule 144A Global Securities or Regulation S Global Securities, as applicable, are then outstanding,
the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers’ Certificate of the
Company, a new Rule 144A Global Security or Regulation S Global Security, as applicable, in the appropriate principal amount.
      (c) Transfer and Exchange of Global Securities.
      (i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository, in accordance
  with the Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A
  transferor of a beneficial interest in a Global Security shall deliver to the Security Registrar a written order given in accordance with the
  Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest
  in the Global Security. The Security Registrar shall, in accordance with such instructions instruct the Depository to credit to the account of
  the Person specified in such instructions a beneficial interest in the Global Security and to debit the account of the Person making the
  transfer in an amount equal to the beneficial interest in the Global Security being transferred.
     (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Security to a beneficial interest in another Global Security,
  the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Security to which
  such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Security Registrar
  shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Security from which such
  interest is being transferred.
     (iii) Notwithstanding any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Security may not
  be transferred as a whole except by the Depository to a nominee of the Depository or 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 successor
  Depository.
     (iv) In the event that a Global Security is exchanged for Definitive Securities pursuant to Section 2.4 of this Appendix, prior to the
  consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Securities, such
  Securities may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3
  (including the certification requirements set forth on the reverse of the Initial Securities intended to ensure that such transfers comply with
  Rule 144A, Regulation S or another

                                                                          7
  applicable exemption under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the
  Company.
      (d) Restrictions on Transfer of Regulation S Global Securities. During the Restricted Period, beneficial ownership interests in
Regulation S Global Securities may only be sold, pledged or transferred in accordance with the Applicable Procedures and only (i) to the
Company, (ii) in an offshore transaction in accordance with Regulation S or (iii) pursuant to an effective registration statement under the
Securities Act, in each case in accordance with any applicable securities laws of any State of the United States.
      (e) Legend.
     (i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each Security certificate evidencing the Global Securities (and all
  Securities issued in exchange therefor or in substitution thereof), in the case of Securities offered other than in reliance on Regulation S,
  shall bear a legend in substantially the following form (together with the legend in the second paragraph of this Section 2.3(e)(i), the “
  Restricted Securities Legend ”):
             THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
             REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT
             ”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
             SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS
             HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
             PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
             THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY
             BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A
             PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED
             IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
             144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904
             UNDER THE SECURITIES ACT, (III) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE
             SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (IV) PURSUANT TO AN
             EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH
             (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES,
             AND (B) THE HOLDER

                                                                         8
           WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY
           FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.
   Each certificate evidencing a Security offered in reliance on Regulation S shall bear a legend in substantially the following form:
           THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT
           FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”),
           AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
           ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
           REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED
           ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.
   Each Definitive Security shall also bear the following additional legend:
           IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITY REGISTRAR AND
           TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY
           REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
    (ii) Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global
Security) pursuant to Rule 144 under the Securities Act, the Security Registrar shall permit the transferee thereof to exchange such Transfer
Restricted Security for a Definitive Security that does not bear the legend set forth above and rescind any restriction on the transfer of such
Transfer Restricted Security, if the transferor thereof certifies in writing to the Security Registrar that such sale or transfer was made in
reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Security); and to the extent permitted by law at any
time after one year has elapsed following the Issue Date, if the Securities are freely tradeable without restriction pursuant to Rule 144 under
the Securities Act (or successor rule), the Security Registrar shall permit the removal of the Restricted Securities Legend and rescind any
restriction on the transfer of such Transfer Restricted Security if the Company delivers to the Trustee an opinion reasonably satisfactory to
the Trustee that the removal of the Restricted Securities Legend is in compliance with the Securities Act.
   (iii) After a transfer of any Initial Securities or Private Exchange Securities pursuant to and during the period of the effectiveness of a
Shelf Registration Statement with respect to such Initial Securities or Private Exchange Securities, as the case may be, all requirements
pertaining to legends on such Initial Security or such Private Exchange

                                                                       9
  Security will cease to apply and a certificated Initial Security or Private Exchange Security or an Initial Security or Private Exchange
  Security in global form, in each case without restrictive transfer legends, will be available to the transferee of the Holder of such Initial
  Securities or Private Exchange Securities upon exchange of such transferring Holder’s certificated Initial Security or Private Exchange
  Security or directions to transfer such Holder’s interest in the Global Security, as applicable.
      (iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities, all requirements pertaining to such
  Initial Securities that Initial Securities issued to certain Holders be issued in global form will still apply with respect to Holders of such
  Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated or global form, in each case without the
  restricted securities legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial Securities in such Registered
  Exchange Offer.
     (v) Upon the consummation of a Private Exchange with respect to the Initial Securities, all requirements pertaining to such Initial
  Securities that Initial Securities issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial
  Securities that do not exchange their Initial Securities, and Private Exchange Securities in global form with the global securities legend and
  the applicable restricted securities legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial Securities in
  such Private Exchange.
       (f) Cancellation or Adjustment of Global Security. At such time as all beneficial interests in a Global Security have either been
exchanged for Definitive Securities, redeemed, purchased or canceled, such Global Security shall be returned to the Depository for cancellation
or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for
Definitive Securities, redeemed, purchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced
and an adjustment shall be made on the books and records of the Trustee (if it is then the Securities Custodian for such Global Security) with
respect to such Global Security, by the Trustee or the Securities Custodian, to reflect such reduction.
      (g) No Obligation of the Trustee.
     (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in
  the Depository 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 notice of redemption) or the payment of any amount, under or with
  respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the
  Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the
  case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depository subject to
  the applicable rules and procedures of the Depository. The Trustee

                                                                         10
  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.
     (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer
  imposed under the Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers
  between or among Depository participants, members or beneficial owners in any Global Security) other than to require delivery of such
  certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of
  the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
   2.4 Definitive Securities.
       (a) A Global Security deposited with the Depository or with the Trustee as Securities Custodian for the Depository pursuant to
Section 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to
the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 hereof and
(i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time such
Depository ceases to be a “clearing agency” registered under the Exchange Act, in either case, and a successor depository is not appointed by
the Company within 90 days of such notice, (ii) a Default with respect to the Securities has occurred and is continuing and DTC or the
Company specifically requests such exchange, (iii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance
of Definitive Securities under the Indenture or (iv) upon prior written notice given to the Trustee by or on behalf of the Depository in
accordance with the Indenture.
       (b) Any Global Security that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the
Depository to the Trustee located at its principal corporate trust office in the Borough of Manhattan, The City of New York, to be so
transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each
portion of such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. Any portion of a
Global Security transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in minimum denominations of
$2,000 principal amount and any integral multiple of $1,000 in excess thereof and registered in such names as the Depository shall direct. Any
Definitive Security delivered in exchange for an interest in a Transfer Restricted Security shall, except as otherwise provided by Section 2.3(e)
hereof, bear the applicable restricted securities legend and definitive securities legend set forth in Exhibit 1 hereto unless that legend is not
required by applicable law.
      (c) Subject to the provisions of Section 2.4(b) hereof, the registered Holder of a Global Security shall be entitled to grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action
which a Holder is entitled to take under the Indenture or the Securities.

                                                                         11
      (d) In the event of the occurrence of one of the events specified in Section 2.4(a) hereof, the Company shall promptly make available to
the Trustee a reasonable supply of Definitive Securities in definitive, fully registered form without interest coupons.

                                                                       12
                                                                                                   APPENDIX

                                                                                                   EXHIBIT 1


                                                [FORM OF FACE OF INITIAL SECURITY]
                                                          [Global Securities Legend]
     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, 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 SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
     TRANSFERS OF THIS GLOBAL SECURITY SHALL 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 SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
    [[FOR REGULATION S GLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR
COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS
DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH
OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]


[Restricted Securities Legend for Securities offered otherwise than in Reliance on Regulation S]
    THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS
SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
    THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE
OFFERED, RESOLD, PLEDGED OR

                                                                       1
OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO THE EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (IV) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.


  [Restricted Securities Legend for Securities Offered in Reliance on Regulation S.]
    THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE
TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN
REGULATION S UNDER THE SECURITIES ACT.


                                                       [Definitive Securities Legend]
    IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITY REGISTRAR AND TRANSFER
AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

                                                                      2
                                                         ARISTOTLE HOLDING, INC.
                                                             % SENIOR NOTE DUE
No.                                                                                                          Principal Amount (US)$
CUSIP NO.
ISIN NO.
       Aristotle Holding, Inc., a corporation organized and existing under the laws of the State of Delaware (herein called the “ Company ”,
which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to
Cede & Co., or its registered assigns, the principal sum of ____ United States Dollars (U.S.$___ ) on November 15, 2016 and to pay interest
thereon, from November 21, 2011, or from the most recent Interest Payment Date to which interest has been paid or duly provided for to but
excluding the next Interest Payment Date, which shall be May 15 and November 15 of each year, commencing May 15, 2012, at the per annum
rate of 3.500%, or as such rate may be adjusted pursuant to the terms hereof (the “ Security Interest Rate ”), until the principal hereof is paid or
made available for payment.
       The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall
be the day that is 15 days prior to the relevant Interest Payment Date (whether or not a Business Day). Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities not less than
10 days prior to the Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any
automated quotation system or securities exchange on which the Securities may be quoted or listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months. The Company will pay interest on overdue principal at the rate borne by this Security, and it will pay interest on overdue
installments of interest at the same rate to the extent lawful.
      Subject to the provisions of the Registration Rights Agreement, if a Registration Default (as defined in the Registration Rights
Agreement) occurs, additional interest will accrue on this Security from and including the date on which such Registration Default occurs to
but excluding the date on which all such Registration Defaults have been cured or the Securities cease to be Transfer Restricted Securities (as
defined in the Registration Rights Agreement), whichever is earlier, at a rate of 0.25% per annum for the first 90-day period immediately
following the occurrence of a Registration Default, and such rate will increase by 0.25% per annum on the 91st day following the occurrence of
such Registration Default (provided that the maximum additional interest rate during the initial 90-day period shall be 0.25% per annum and
the maximum additional interest rate thereafter shall be 0.50% per annum, in each case

                                                                          3
regardless of the number of Registration Defaults that have occurred and are continuing). The Company will pay such additional interest on
regular Interest Payment Dates.
       The Place of Payment for this Security will be the corporate trust office of the Trustee at 625 Marquette Avenue, 11th Floor,
Minneapolis, Minnesota 55479, or as otherwise provided in the Indenture, in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private debts. Payments in respect of the Securities represented by a Global
Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by
the Depository. The Company will make all payments in respect of a Definitive Security (including principal, premium and interest) by mailing
a check to the registered address of each Holder thereof as such address appears on the Security Register; provided , however , that payments
on a Definitive Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no
later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).
     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
       Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

                                                                         4
      IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

                                                      ARISTOTLE HOLDING, INC.

                                                      By:
                                                             Name:
                                                             Title:


Attest:

By:
          Name:
          Title:

                                                                5
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated referred to in the within-mentioned Indenture.
Dated:

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee

By:
         Authorized Signatory


                                                                         6
                                                     [FORM OF REVERSE OF SECURITY]
       (1) Indenture . This Security is one of a duly authorized issue of securities of the Company designated as its “ 3.500% Senior Notes due
2016 ” (herein called the “ Securities ”), issued under a Second Supplemental Indenture, dated as of November 21, 2011, to an indenture, dated
as of November 21, 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof and herein with the
Second Supplemental Indenture, collectively, the “ Indenture ”), between the Company, the Guarantors and Wells Fargo Bank, National
Association, as Trustee (herein called the “ Trustee ,” which term includes any successor trustee under the Indenture), to which reference is
hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors,
the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The
aggregate principal amount of Initial Securities Outstanding at any time may not exceed $1,250,000,000 in aggregate principal amount, except
for Securities issued, authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to
Sections 3.4, 3.5, 3.6, 9.6 or 11.7 of the Base Indenture and except for any Securities which, pursuant to Section 3.3 of the Base Indenture, are
deemed never to have been authenticated and delivered. The Second Supplemental Indenture pursuant to which this Security is issued provides
that Additional Securities may be issued thereunder, if certain conditions are met. The Initial Securities issued pursuant to the Second
Supplemental Indenture and all Exchange Securities or Private Exchange Securities issued in exchange therefor will be treated as a single class
for all purposes under the Indenture.
     The Indenture contains covenants that limit the ability of the Company and any Restricted Subsidiary to create liens on assets and to
engage in sale/leaseback transactions. The Indenture also contains covenants that limit the ability of the Company and, prior to the
consummation of the Mergers, of Express Scripts to consolidate, merge or transfer all or substantially all of their respective assets. These
covenants are subject to important exceptions and qualifications.
      All terms used in this Security which are defined in the Indenture (including in the Appendix thereto) shall have the meanings assigned to
them in the Indenture. In the event of a conflict or inconsistency between this Security and the Indenture, the provisions of the Indenture shall
govern.
       (2) Optional Redemption . At any time prior to Maturity, the Company may at its option redeem all or a part of the Securities upon not
more than 60 nor less than 30 days prior notice, at a Redemption Price equal to the greater of: (i) 100% of the aggregate principal amount of
any Securities being redeemed, plus accrued and unpaid interest on the Securities to the Redemption Date; or (ii) the sum of the present values
of the remaining scheduled payments of principal of and interest on the Securities to be redeemed (exclusive of unpaid interest accrued thereon
to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year comprised of twelve 30-day
months) at the Treasury Rate plus 40 basis points, plus unpaid interest on the Securities to be redeemed, accrued to the Redemption Date.

                                                                          7
       (3) Mandatory Redemption . Except as provided in Sections 4 and 5 below, the Company is not required to make mandatory redemption
or sinking fund payments with respect to the Securities.
       (4) Special Mandatory Redemption . If for any reason (i) the Mergers are not consummated on or prior to the Special Mandatory
Redemption Triggering Date or (ii) the Merger Agreement is terminated at any time prior thereto, then the Company shall redeem all the
Securities on the Special Mandatory Redemption Date at a price equal to 101% of the aggregate accreted principal amount of such Security,
plus accrued and unpaid interest from the date of original issuance to, but excluding, the Special Mandatory Redemption Date (subject to the
right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).
      (5) Change of Control Triggering Event . In the event of a Change of Control Triggering Event, the Holders may require the Company
to purchase for cash all or a portion of their Securities at a purchase price equal to 101% of the aggregate principal amount of the Securities
repurchased, plus accrued and unpaid interest, if any, pursuant to the provisions of Section 10.10 of the Base Indenture.
       (6) Registration Rights. The Company is party to a Registration Rights Agreement, dated as of November 21, 2011, among the
Company, the Guarantors and the representatives of the Initial Purchasers named therein, pursuant to which it is obligated to pay additional
interest on the Securities upon the occurrence of certain events specified in the Registration Rights Agreement.
       (7) Global Security . If this Security is a Global Security, then the transfer and exchange of this Security or beneficial interests herein
shall be effected through the Depository in accordance with the Indenture (including applicable restrictions on transfer set forth therein, if any)
and the procedures of the Depository therefor. The Security Registrar shall make an adjustment on its records to reflect such deposit or
withdrawal in accordance with the Depository’s Procedures.
       (8) Defaults and Remedies . If an Event of Default with respect to this Security occurs and is continuing, the principal of and any unpaid
premium and interest on (or, if this Security is an Original Issue Discount Security, such portion of the principal amount of such Securities as
may be specified in the terms thereof) all outstanding securities of this series, may be declared due and payable in the manner and with the
effect provided in the Indenture. The Holders of at least a majority in principal amount of the Outstanding Securities may rescind or annul that
acceleration if all Events of Default with respect to the Securities other than the non-payment of accelerated principal have been cured or
waived as provided in the Indenture.
       As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default, and, among other things, the Holders of not less than
25% in aggregate principal amount of the Outstanding Securities shall have made a written request to the Trustee to pursue a remedy in

                                                                         8
respect of such Event of Default as Trustee. The foregoing shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any amounts due on the Securities on or after the respective due dates expressed herein.
     (9) Discharge and Defeasance . Subject to certain conditions, the Company at any time shall be entitled to terminate some or all of the
Company’s and the Guarantors’ obligations under the Securities, the Guarantees and the Indenture if the Company deposits with the Trustee
money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may
be.
       (10) Amendment, Supplement and Waiver . The Indenture permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any
time by the Company and the Trustee with the written consent of the Holders of at least a majority in aggregate principal amount of the
Outstanding Securities. The provisions relating to the Special Mandatory Redemption set forth in Sections 4.2 and 4.3 of the Second
Supplemental Indenture may not be modified or waived without the written consent of 66 2/3% in aggregate principal amount of the
Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Outstanding Securities, on behalf of the Holders of all such Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security or such
other Security. Certain modifications or amendments to the Indenture require the consent of the Holder of each Outstanding Security affected.
      Notwithstanding any other provision of the Indenture or this Security, the Holder of this Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of and any premium and (subject to Section 3.7 of the Base Indenture) interest on any
such Security on the Stated Maturity date expressed herein (or, in the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.
       (11) Denomination, Registration and Transfer . The Securities are in registered form without coupons in minimum denominations of
$2,000 principal amount and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations
therein set forth, this Security is transferable only upon surrender of this Security for registration of transfer. Upon surrender for registration of
transfer of this Security at the office or agency of the Company in a Place of Payment for this Security, the Company, if the requirements of the
Indenture are met, shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Securities of authorized denominations and of like tenor and aggregate principal amount, and having endorsed thereon a Guarantee
executed by the Guarantors.

                                                                           9
       If the requirements of this Indenture are met, then, at the option of the Holder, Securities may be exchanged for other Securities, of any
authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver,
the Securities which the Holder making the exchange is entitled to receive, and having endorsed thereon a Guarantee executed by the
Guarantor. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.
      Prior to due presentment of this Security for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the
Company, the Guarantors or the Trustee may treat the Person in whose name such Security is registered as the owner thereof for all purposes,
whether or not such Security be overdue, and none of the Company, the Guarantors or the Trustee or other such agent shall be affected by
notice to the contrary.
       (12) Guarantee . Payment of this Security is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have
become and continue to be Guarantors pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and
their Guarantees under the circumstances specified under the Indenture.
      (13) No Recourse Against Others. None of the Company’s or any Guarantor’s past, present or future directors, officers, employees or
shareholders, as such, shall have any liability for any of the Company’s or any Guarantor’s obligations under the Indenture or the Securities or
for any claim based on, or in respect or by reason of, such obligations or their creation. By accepting a Security, each Holder waives and
releases all such liability. This waiver and release is part of the consideration for the issuance of the Securities.
       (14) Holders’ Compliance with Registration Rights Agreement. Each Holder, by acceptance hereof, acknowledges and agrees to the
provisions of the Registration Rights Agreement in respect of this Security, including the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided therein.
    (15) Governing Law . THE INDENTURE, THIS SECURITY AND ANY GUARANTEE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
       The Company will furnish to any Holder upon written request and without charge to the Securityholder a copy of the Indenture which
has in it the text of this Security in larger type. Requests may be made to:

                                                                        10
Aristotle Holding, Inc.
One Express Scripts Way
St. Louis, Missouri 63121


                                                              ABBREVIATIONS
       The following abbreviations, when used in the inscription of the face of this Security, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM (= tenant in common)
TEN ENT (= tenants by the entireties (Cust))
JT TEN (= joint tenants with right of survivorship and not as tenants in common)
UNIF GIFT MIN ACT (= under Uniform Gifts to Minors Act )
      Additional abbreviations may also be used though not in the above list.

                                                                        11
                                                              ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
   (Print or type assignee’s name, address and zip code)
   (Insert assignee’s soc. sec. or tax I.D. No.)
and irrevocably appoint          agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

    Date:                                                                         Your Signature:
Sign exactly as your name appears on the other side of this Security.
In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in
Rule 144 under the Securities Act after the later of the date of original issuance of such Securities and the last date, if any, on which such
Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being transferred in
accordance with its terms:
CHECK ONE BOX BELOW
   (1)  pursuant to an effective registration statement under the Securities Act; or
   (2)  in the United States to a person whom the seller reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A
        under the Securities Act) in a transaction meeting the requirements of Rule 144A; or
   (3)  outside the United States in an offshore transaction in accordance with Rule 904 under the Securities Act in compliance with Rule 904
        under the Securities Act of 1933, as amended; or
   (4)  pursuant to the exemption from registration under the Securities Act provided by Rule 144.
   Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any
   person other than the registered

                                                                         12
  holder thereof; provided , however , that if box (4) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of
  the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such
  transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of
  1933, as amended.
                                                                                                        Signature

   Signature Guarantee:
                                                 Signature must be guaranteed                              Signature
   Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.



                                                                         13
                                   TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.
      The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

         Dated:


                                                                                 Notice:     To be executed by
                                                                                             an executive officer

                                                                       14
                                 [TO BE ATTACHED TO GLOBAL SECURITIES]
                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
                The following increases or decreases in this Global Security have been made:

                                                                         Principal amount of      Signature of
           Amount of decrease              Amount of increase                this Global            authorized
           in Principal amount             in Principal amount           Security following        signatory of
 Date of      of this Global                  of this Global              such decrease or          Trustee or
Exchange         Security                        Security                      increase        Securities Custodian



                                                       15
                                              OPTION OF HOLDER TO ELECT PURCHASE
      If you want to elect to have this Security purchased by the Company pursuant to Section 10.10 of the Indenture, check the box: 
       If you want to elect to have only part of this Security purchased by the Company pursuant to Section 10.10 of the Indenture, state the
amount in principal amount: $___________.

       Dated:                                                                         Your Signature:

                                                                                                        (Sign exactly as your name appears on
                                                                                                                the other side of this Security.)


                                  Signature Guarantee:
                                                          (Signature must be guaranteed)
   Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.

                                                                      16
                                                                                                                                        EXHIBIT 2


                                                [FORM OF FACE OF EXCHANGE SECURITY
                                                OR PRIVATE EXCHANGE SECURITY] * / ** /


*/     If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to the Appendix and the attachment from
       such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL SECURITIES] — SCHEDULE OF INCREASES OR DECREASES IN
       GLOBAL SECURITY.”

** /   If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial
       allotment, add the Restricted Securities Legend from Exhibit 1 to the Appendix and replace the Assignment Form included in this
       Exhibit 2 with the Assignment Form included in such Exhibit 1.
                                                         ARISTOTLE HOLDING, INC.
                                                             % SENIOR NOTE DUE
No.                                                                                                          Principal Amount (US)$
CUSIP NO.
ISIN NO.
       Aristotle Holding, Inc., a corporation organized and existing under the laws of the State of Delaware (herein called the “ Company ”,
which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to
Cede & Co., or its registered assigns, the principal sum of ____ United States Dollars (U.S.$ ____) on November 15, 2016 and to pay interest
thereon, from November 21, 2011, or from the most recent Interest Payment Date to which interest has been paid or duly provided for to but
excluding the next Interest Payment Date, which shall be May 15 and November 15 of each year, commencing May 15, 2012, at the per annum
rate of 3.500%, or as such rate may be adjusted pursuant to the terms hereof (the “ Security Interest Rate ”), until the principal hereof is paid or
made available for payment.
       The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall
be the day that is 15 days prior to the relevant Interest Payment Date (whether or not a Business Day). Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities not less than
10 days prior to the Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any
automated quotation system or securities exchange on which the Securities may be quoted or listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months. The Company will pay interest on overdue principal at the rate borne by this Security, and it will pay interest on overdue
installments of interest at the same rate to the extent lawful.
      The Place of Payment for this Security will be the corporate trust office of the Trustee at 625 Marquette Avenue, 11th Floor,
Minneapolis, Minnesota 55479, or as otherwise provided in the Indenture, in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private debts. Payments in respect of the Securities represented by a Global
Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by
the Depository. The Company will make all payments in respect of a Definitive Security (including principal, premium and interest) by mailing
a check to the registered address of each Holder thereof as such address appears on the Security Register; provided , however , that payments
on a Definitive Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire

                                                                          2
transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).
     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
       Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

                                                                         3
      IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

                                                      ARISTOTLE HOLDING, INC.

                                                      By:
                                                             Name:
                                                             Title:


Attest:

By:
          Name:
          Title:

                                                                4
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated referred to in the within-mentioned Indenture.
Dated:

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee

By:
         Authorized Signatory


                                                                         5
                                                     [FORM OF REVERSE OF SECURITY]
       (1) Indenture . This Security is one of a duly authorized issue of securities of the Company designated as its “ 3.500% Senior Notes due
2016 ” (herein called the “ Securities ”), issued under a Second Supplemental Indenture, dated as of November 21, 2011, to an indenture, dated
as of November 21, 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof and herein with the
Second Supplemental Indenture, collectively, the “ Indenture ”), between the Company, the Guarantors and Wells Fargo Bank, National
Association, as Trustee (herein called the “ Trustee ,” which term includes any successor trustee under the Indenture), to which reference is
hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors,
the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The
aggregate principal amount of Initial Securities Outstanding at any time may not exceed $1,250,000,000 in aggregate principal amount, except
for Securities issued, authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to
Sections 3.4, 3.5, 3.6, 9.6 or 11.7 of the Base Indenture and except for any Securities which, pursuant to Section 3.3 of the Base Indenture, are
deemed never to have been authenticated and delivered. The Second Supplemental Indenture pursuant to which this Security is issued provides
that Additional Securities may be issued thereunder, if certain conditions are met. The Initial Securities issued pursuant to the Second
Supplemental Indenture and all Exchange Securities or Private Exchange Securities issued in exchange therefor will be treated as a single class
for all purposes under the Indenture.
     The Indenture contains covenants that limit the ability of the Company and any Restricted Subsidiary to create liens on assets and to
engage in sale/leaseback transactions. The Indenture also contains covenants that limit the ability of the Company and, prior to the
consummation of the Mergers, of Express Scripts to consolidate, merge or transfer all or substantially all of their respective assets. These
covenants are subject to important exceptions and qualifications.
      All terms used in this Security which are defined in the Indenture (including in the Appendix thereto) shall have the meanings assigned to
them in the Indenture. In the event of a conflict or inconsistency between this Security and the Indenture, the provisions of the Indenture shall
govern.
       (2) Optional Redemption . At any time prior to Maturity, the Company may at its option redeem all or a part of the Securities upon not
more than 60 nor less than 30 days prior notice, at a Redemption Price equal to the greater of: (i) 100% of the aggregate principal amount of
any Securities being redeemed, plus accrued and unpaid interest on the Securities to the Redemption Date; or (ii) the sum of the present values
of the remaining scheduled payments of principal of and interest on the Securities to be redeemed (exclusive of unpaid interest accrued thereon
to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year comprised of twelve 30-day
months) at the Treasury Rate plus 40 basis points, plus unpaid interest on the Securities to be redeemed, accrued to the Redemption Date.

                                                                          6
       (3) Mandatory Redemption . Except as provided in Sections 4 and 5 below, the Company is not required to make mandatory redemption
or sinking fund payments with respect to the Securities.
       (4) Special Mandatory Redemption . If for any reason (i) the Mergers are not consummated on or prior to the Special Mandatory
Redemption Triggering Date or (ii) the Merger Agreement is terminated at any time prior thereto, then the Company shall redeem all the
Securities on the Special Mandatory Redemption Date at a price equal to 101% of the aggregate accreted principal amount of such Security,
plus accrued and unpaid interest from the date of original issuance to, but excluding, the Special Mandatory Redemption Date (subject to the
right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).
      (5) Change of Control Triggering Event . In the event of a Change of Control Triggering Event, the Holders may require the Company
to purchase for cash all or a portion of their Securities at a purchase price equal to 101% of the aggregate principal amount of the Securities
repurchased, plus accrued and unpaid interest, if any, pursuant to the provisions of Section 10.10 of the Base Indenture.
       (6) Global Security . If this Security is a Global Security, then the transfer and exchange of this Security or beneficial interests herein
shall be effected through the Depository in accordance with the Indenture (including applicable restrictions on transfer set forth therein, if any)
and the procedures of the Depository therefor. The Security Registrar shall make an adjustment on its records to reflect such deposit or
withdrawal in accordance with the Depository’s Procedures.
       (7) Defaults and Remedies . If an Event of Default with respect to this Security occurs and is continuing, the principal of and any unpaid
premium and interest on (or, if this Security is an Original Issue Discount Security, such portion of the principal amount of such Securities as
may be specified in the terms thereof) all outstanding securities of this series, may be declared due and payable in the manner and with the
effect provided in the Indenture. The Holders of at least a majority in principal amount of the Outstanding Securities may rescind or annul that
acceleration if all Events of Default with respect to the Securities other than the non-payment of accelerated principal have been cured or
waived as provided in the Indenture.
       As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default, and, among other things, the Holders of not less than
25% in aggregate principal amount of the Outstanding Securities shall have made a written request to the Trustee to pursue a remedy in respect
of such Event of Default as Trustee. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of
any amounts due on the Securities on or after the respective due dates expressed herein.
    (8) Discharge and Defeasance . Subject to certain conditions, the Company at any time shall be entitled to terminate some or all of the
Company’s and the Guarantors’

                                                                         7
obligations under the Securities, the Guarantees and the Indenture if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be.
       (9) Amendment, Supplement and Waiver . The Indenture permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any
time by the Company and the Trustee with the written consent of the Holders of at least a majority in aggregate principal amount of the
Outstanding Securities. The provisions relating to the Special Mandatory Redemption set forth in Sections 4.2 and 4.3 of the Second
Supplemental Indenture may not be modified or waived without the written consent of 66 2/3% in aggregate principal amount of the
Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Outstanding Securities, on behalf of the Holders of all such Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security or such
other Security. Certain modifications or amendments to the Indenture require the consent of the Holder of each Outstanding Security affected.
      Notwithstanding any other provision of the Indenture or this Security, the Holder of this Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of and any premium and (subject to Section 3.7 of the Base Indenture) interest on any
such Security on the Stated Maturity date expressed herein (or, in the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.
       (10) Denomination, Registration and Transfer . The Securities are in registered form without coupons in minimum denominations of
$2,000 principal amount and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations
therein set forth, this Security is transferable only upon surrender of this Security for registration of transfer. Upon surrender for registration of
transfer of this Security at the office or agency of the Company in a Place of Payment for this Security, the Company, if the requirements of the
Indenture are met, shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Securities of authorized denominations and of like tenor and aggregate principal amount, and having endorsed thereon a Guarantee
executed by the Guarantors.
      If the requirements of this Indenture are met, then, at the option of the Holder, Securities may be exchanged for other Securities, of any
authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver,
the Securities which the Holder making the exchange is entitled to receive, and having endorsed thereon a Guarantee executed by the
Guarantor. No service charge shall be made for any such registration of transfer or exchange,

                                                                           8
but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
therewith.
      Prior to due presentment of this Security for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the
Company, the Guarantors or the Trustee may treat the Person in whose name such Security is registered as the owner thereof for all purposes,
whether or not such Security be overdue, and none of the Company, the Guarantors or the Trustee or other such agent shall be affected by
notice to the contrary.
       (11) Guarantee . Payment of this Security is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have
become and continue to be Guarantors pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and
their Guarantees under the circumstances specified under the Indenture.
      (12) No Recourse Against Others. None of the Company’s or any Guarantor’s past, present or future directors, officers, employees or
shareholders, as such, shall have any liability for any of the Company’s or any Guarantor’s obligations under the Indenture or the Securities or
for any claim based on, or in respect or by reason of, such obligations or their creation. By accepting a Security, each Holder waives and
releases all such liability. This waiver and release is part of the consideration for the issuance of the Securities.
       (13) [Holders’ Compliance with Registration Rights Agreement. Each Holder, by acceptance hereof, acknowledges and agrees to the
provisions of the Registration Rights Agreement in respect of this Security, including the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided therein.] 1
    (14) Governing Law . THE INDENTURE, THIS SECURITY AND ANY GUARANTEE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
       The Company will furnish to any Holder upon written request and without charge to the Securityholder a copy of the Indenture which
has in it the text of this Security in larger type. Requests may be made to:
Aristotle Holding, Inc.
One Express Scripts Way
St. Louis, Missouri 63121


                                                               ABBREVIATIONS
       The following abbreviations, when used in the inscription of the face of this Security, shall be construed as though they were written out
in full according to applicable laws or regulations:


1     Delete if this is not a Private Exchange Security.

                                                                         9
TEN COM (= tenant in common)
TEN ENT (= tenants by the entireties (Cust))
JT TEN (= joint tenants with right of survivorship and not as tenants in common)
UNIF GIFT MIN ACT (= under Uniform Gifts to Minors Act )
      Additional abbreviations may also be used though not in the above list.

                                                                      10
                                                             ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
   (Print or type assignee’s name, address and zip code)
   (Insert assignee’s soc. sec. or tax I.D. No.)
and irrevocably appoint          agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

    Date:                                                                       Your
                                                                                Signature:
Sign exactly as your name appears on the other side of this Security.

                                                                        11
                                              OPTION OF HOLDER TO ELECT PURCHASE
      If you want to elect to have this Security purchased by the Company pursuant to Section 10.10 of the Indenture, check the box: 
       If you want to elect to have only part of this Security purchased by the Company pursuant to Section 10.10 of the Indenture, state the
amount in principal amount: $__________.

       Dated:                                                                Your Signature:

                                                                                           (Sign exactly as your name appears on
                                                                                                   the other side of this Security.)


                                 Signature Guarantee:
                                                        (Signature must be guaranteed)
      Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which
requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                                                      12
                                                                                                                                      EXHIBIT 3
      FORM OF GUARANTEE
       For value received, each of the Guarantors (which term includes any successor Person under the Indenture) has jointly and severally and
fully and unconditionally guaranteed, to the extent set forth in the Indenture, among the Company, the Guarantors and the Trustee and subject
to the provisions in the Indenture, (a) the due and punctual payment in full when due of the principal of, premium, if any, and interest on the
Securities and all other amounts due and payable under the Indenture and the Securities by the Company and (b) in case of any extension of
time of payment or renewal of any Obligations (with or without notice to the Guarantor), that the same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth
in Article XIII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee, including provisions for
the release thereof. Each Holder of a Security, by accepting the same, (a) agrees to and shall be bound by such provisions and (b) appoints the
Trustee attorney-in-fact of such Holder for the purpose of such provisions.

                                                              [NAME OF GUARANTOR(S)]

                                                              By:
                                                                     Name:
                                                                     Title:                                                   ]
                                                Exhibit 4.4

                                          EXECUTION COPY


    THIRD SUPPLEMENTAL INDENTURE
        Dated as of November 21, 2011
          Supplementing that Certain
                INDENTURE
        Dated as of November 21, 2011



                   Among
        ARISTOTLE HOLDING, INC.,
     THE GUARANTORS PARTY HERETO
                     and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
                  as Trustee



      4.750% SENIOR NOTES DUE 2021
       This Third Supplemental Indenture, dated as of November 21, 2011 (the “Third Supplemental Indenture ”), among Aristotle Holding,
Inc., a corporation organized and existing under the laws of the State of Delaware, having its principal office at One Express Way, St. Louis,
Missouri (herein called the “ Company ”), the Guarantors party hereto and Wells Fargo Bank, National Association, a national banking
association, as Trustee hereunder (herein called the “ Trustee ”), supplements that certain Indenture, dated as of November 21, 2011, among the
Company, the Guarantors and the Trustee (the “ Base Indenture ” and, together with this Third Supplemental Indenture, the “ Indenture ”).


                                                      RECITALS OF THE COMPANY
       A. The Company, the Guarantors and the Trustee have entered into the Base Indenture, which provides for the issuance from time to time
of the Company’s unsecured debentures, notes, or other evidences of indebtedness to be issued in one or more series as provided for in the Base
Indenture.
      B. The Base Indenture provides that the Securities of each series shall be in substantially the form set forth in the Base Indenture, or in
such other form as may be established by or pursuant to a Board Resolution and set forth in an Officers’ Certificate or in one or more
supplemental indentures thereto, in each case with such appropriate insertions, omissions, substitutions, and other variations as are required or
permitted by the Indenture, and may have notations, legends or endorsements required by law, stock exchange or automated quotation system
on which the Securities may be listed, quoted or designated for issuance, agreements to which the Company is subject, if any, or usage or as
may, consistent therewith, be determined by the officers executing such Securities, as evidenced by their execution thereof.
       C. The Company and the Trustee have agreed that the Company shall issue and deliver, and the Trustee shall authenticate, a new series
of Securities to be known as the “4.750% Senior Notes due 2021” pursuant to the terms of this Third Supplemental Indenture and substantially
in the form set forth in Appendix A hereto (together with the Exhibits thereto, the “ Appendix ”), in each case with such appropriate insertions,
omissions, substitutions, and other variations as are required or permitted by the Indenture, and with such notations, legends or endorsements
required by law, stock exchange or automated quotation system on which the Securities may be listed, quoted or designated for issuance,
agreements to which the Company is subject, if any, or usage or as may, consistent herewith, be determined by the officers executing such
Securities, as evidenced by their execution of such Securities.


                                                                   ARTICLE I
                                                              Issuance of Securities
      SECTION 1.1. Issuance of Securities; Principal Amount; Maturity; Title.
      (1) On November 21, 2011, the Company shall issue and deliver to the Trustee, and the Trustee shall authenticate, the Initial Securities
substantially in the form
set forth in the Appendix, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or
permitted by the Indenture, and with such notations, legends or endorsements required by law, stock exchange or automated quotation system
on which the Securities may be listed, quoted or designated for issuance, agreements to which the Company is subject, if any, or usage or as
may, consistent herewith, be determined by the officers executing such Securities, as evidenced by their execution of such Securities.
       (2) Pursuant to the terms hereof and Section 3.1 of the Base Indenture, the Company hereby creates a series of Securities designated as
the “4.750% Senior Notes due 2021” of the Company (including both the Initial Securities and any Additional Securities (as defined below),
the “ Securities ”), which Securities shall be deemed “Securities” for all purposes under the Indenture.
       (3) The Initial Securities to be issued pursuant to this Third Supplemental Indenture shall be issued in the aggregate principal amount of
$1,250,000,000 and shall mature on November 15, 2021 unless the Securities are redeemed prior to that date as described in Sections 4.1 or 4.2
of this Third Supplemental Indenture. The aggregate principal amount of Initial Securities Outstanding at any time may not exceed
$1,250,000,000, except for Securities issued, authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.7 of the Base Indenture and except for any Securities which, pursuant to Section 3.3 of
the Base Indenture, are deemed never to have been authenticated and delivered; provided that the Company may without the consent of the
Holders, issue additional Securities hereunder as part of the same series and on the same terms and conditions (except for the issue date, issue
price and, in some cases, the first Interest Payment Date) (and having the same Guarantors) as the Initial Securities (“ Additional Securities ”).
      (4) The Securities shall be issued only in fully registered form without coupons in minimum denominations of $2,000 and any integral
multiple of $1,000.
      SECTION 1.2. Interest.
      (1) Interest on a Security will accrue at the per annum rate of 4.750% (the “ Security Interest Rate ”), from and including the date
specified on the face of such Security until the principal thereof is paid, deemed paid, or made available for payment and, in each case, will be
paid on the basis of a 360-day year comprised of twelve 30-day months.
      (2) The Company shall pay interest on the Securities semi-annually in arrears on November 15 and May 15 of each year (each, an “
Interest Payment Date ”), commencing May 15, 2012.
     (3) Interest shall be paid on each Interest Payment Date to the registered Holders of the Securities after the close of business on the
Regular Record Date.
       (4) The Place of Payment for this Security shall be the corporate trust office of the Trustee at 625 Marquette Avenue, 11th Floor,
Minneapolis, Minnesota 55479. Notwithstanding the foregoing, (i) payments in respect of the Securities represented by a Global Security
(including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by the
Depository and (ii) the Company will make all payments in respect of a Definitive Security (including principal, premium and interest) by
mailing a check to the registered address of each Holder thereof as such address appears in the Security Register; provided , however , that
payments on a Definitive Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United
States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such
account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its
discretion).
      (5) Neither the Company nor the Trustee shall impose any service charge for any transfer or exchange of a Security. However, the
Company may ask Holders of the Securities to pay any taxes or other governmental charges in connection with a transfer or exchange of
Securities.
      (6) If any Interest Payment Date, Maturity Date or Redemption Date falls on a day that is not a Business Day in the City of New York,
the Company will make the required payment of principal, premium, if any, and/or interest on the next succeeding Business Day as if it were
made on the date payment was due, and no interest will accrue on the amount so payable for the period from and after that Interest Payment
Date, the Maturity Date or earlier Redemption Date, as the case may be, to such next succeeding Business Day.
      SECTION 1.3. Additional Interest.
      The Company is party to a Registration Rights Agreement, dated as of November 21, 2011, among the Company, the Guarantors and the
representatives of the Initial Purchasers named therein, pursuant to which it is obligated to pay additional interest on the Securities upon the
occurrence of certain events specified in the Registration Rights Agreement.
      Subject to the provisions of the Registration Rights Agreement, if a Registration Default (as defined in the Registration Rights
Agreement) occurs, additional interest will accrue on this Security from and including the date on which such Registration Default occurs to
but excluding the date on which all such Registration Defaults have been cured or the Securities cease to be Transfer Restricted Securities (as
defined in the Registration Rights Agreement), whichever is earlier, at a rate of 0.25% per annum for the first 90-day period immediately
following the occurrence of a Registration Default, and such rate will increase by 0.25% per annum on the 91st day following the occurrence of
such Registration Default (provided that the maximum additional interest rate during the initial 90-day period shall be 0.25% per annum and
the maximum additional interest rate thereafter shall be 0.50% per annum, in each case
regardless of the number of Registration Defaults that have occurred and are continuing). The Company will pay such additional interest on
regular Interest Payment Dates.
      SECTION 1.4. Relationship with Base Indenture.
      The terms and provisions contained in the Base Indenture will constitute, and are hereby expressly made, a part of this Third
Supplemental Indenture. However, to the extent any provision of the Base Indenture conflicts with the express provisions of this Third
Supplemental Indenture, the provisions of this Third Supplemental Indenture will govern and be controlling; provided , however , that the
forms and provisions of this Third Supplemental Indenture modify and amend the terms of the Base Indenture only with respect to the
Securities.


                                                                  ARTICLE II
                                            Definitions and Other Provisions of General Application
      SECTION 2.1. Definitions.
       The terms defined in this Section 2.1 (except as herein otherwise expressly provided or unless the context of this Third Supplemental
Indenture otherwise requires) for all purposes of this Third Supplemental Indenture and of any indenture supplemental hereto have the
respective meanings specified in this Section 2.1. All other terms used in this Third Supplemental Indenture that are defined in the Base
Indenture or the Trust Indenture Act, either directly or by reference therein (except as herein otherwise expressly provided or unless the context
of this Third Supplemental Indenture otherwise requires), have the respective meanings assigned to such terms in the Base Indenture or the
Trust Indenture Act, as the case may be, as in force at the date of this Third Supplemental Indenture as originally executed; provided that any
term that is defined in both the Base Indenture and this Third Supplemental Indenture shall have the meaning assigned to such term in this
Third Supplemental Indenture.
      “ Additional Securities ” has the meaning specified in Section 1.1(3).
      “ Appendix ” has the meaning specified in the recitals to this Third Supplemental Indenture.
      “ Comparable Treasury Issue ” means the United States Treasury security or securities selected by an Independent Investment Banker as
having an actual or interpolated maturity comparable to the remaining term of the Securities that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining
term of the Securities.
      “ Comparable Treasury Price ” means with respect to any Redemption Date: (i) the average of five Reference Treasury Dealer
Quotations for the Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee
obtains fewer than five Reference Treasury Dealer Quotations, the
average of all Reference Treasury Dealer Quotations for the Redemption Date so obtained.
      “ Definitive Security ” has the meaning specified in Section 1.1 of the Appendix.
      “ Exchange Securities ” has the meaning specified in Section 1.1 of the Appendix.
    “ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the
Company.
      “ Initial Purchaser ” has the meaning specified in Section 1.1 of the Appendix.
     “ Initial Securities ” means Securities in an aggregate principal amount of up to $1,250,000,000 initially issued under this Third
Supplemental Indenture in accordance with Section 1.1(3).
      “ Interest Payment Date ” has the meaning specified in Section 1.2(2).
      “ Maturity Date ” means November 15, 2021.
      “ Private Exchange Securities ” has the meaning specified in Section 1.1 of the Appendix.
       “ Reference Treasury Dealer ” means each of Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. (in each case, or
their Affiliates) and three other primary United States government securities dealers selected by the Company, and each of their respective
successors; provided that if any of the aforementioned Reference Treasury Dealers resigns, then the respective successor will be a primary
United States government securities dealer in The City of New York selected by the Company.
       “ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average,
as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Trustee by such Reference Treasury Dealer at approximately 3:30 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
      “ Registration Rights Agreement ” has the meaning set forth in Section 1.1 of the Appendix.
       “ Regular Record Date ” for interest payable in respect of any Security on any Interest Payment Date means the day that is 15 days prior
to the relevant Interest Payment Date (whether or not a Business Day).
      “ Security Interest Rate ” has the meaning specified in Section 1.2(1).
      “ Securities ” has the meaning specified in Section 1.1(2).
      “ Special Mandatory Redemption Date ” means the earlier to occur of (i) the 20th day (or if such day is not a Business Day, the first
Business Day thereafter) following the Special Mandatory Redemption Triggering Date, if the Mergers have not been completed on or prior to
the Special Mandatory Redemption Triggering Date, or (ii) the 30th day (or if such day is not a Business Day, the first Business Day thereafter)
following the termination of the Merger Agreement for any reason.
      “ Special Mandatory Redemption Notice ” has the meaning set forth in Section 4.3 hereto.
      “ Special Mandatory Redemption Price ” has the meaning set forth in Section 4.2 hereto.
       “ Special Mandatory Redemption Triggering Date ” means April 20, 2012; provided that such date may be extended by the Company on
one or more occasions to a date not later than July 20, 2012, in the event the conditions set forth in Sections 6.1(c), 6.1(e) or 6.2(d) of the
Merger Agreement have not been satisfied or waived by the fifth Business Day (as defined in the Merger Agreement) prior to April 20, 2012;
provided , further , that such extended date may be further extended by the Company on one or more occasions to a date not later than
October 22, 2012, in the event that the conditions set forth in Sections 6.1(c), 6.1(e) or 6.2(d) of the Merger Agreement have not been satisfied
or waived by the fifth Business Day (as defined in the Merger Agreement) prior to the initially extended date; provided , however , that, in any
case, (x) the Special Mandatory Redemption Triggering Date shall only be extended if and when the Outside Date (as defined in the Merger
Agreement) is extended pursuant to Section 7.1(b)(ii) of the Merger Agreement, and the Special Mandatory Redemption Triggering Date, as so
extended, shall be the same date as the Outside Date, as so extended, and (y) if the Special Mandatory Redemption Triggering Date is extended
in accordance with the foregoing, the term “Special Mandatory Redemption Triggering Date” shall mean such date as so extended.
      “ Treasury Rate ” means, with respect to any Redemption Date, the rate per year equal to the semiannual equivalent yield to maturity or
interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.


                                                                    ARTICLE III
                                                                    Security Forms
      SECTION 3.1. Form Generally.
     (1) Provisions relating to the Initial Securities, the Exchange Securities and the Private Exchange Securities are set forth in the Appendix,
which is hereby incorporated in, and expressly made part of, this Indenture. The Initial Securities and the
Trustee’s certificate of authentication with respect thereto shall be substantially in the form of Exhibit 1 to the Appendix. The Exchange
Securities and the Private Exchange Securities and the Trustee’s certificate of authentication with respect thereto shall be substantially in the
form of Exhibit 2 to the Appendix. The Securities may have notations, legends or endorsements required by law, stock exchange or automated
quotation system on which the Securities may be listed, quoted or designated for issuance, agreements to which the Company is subject, if any,
or usage or as may, consistent herewith, be determined by the officers executing such Securities (execution thereof to be conclusive evidence of
such approval). Each Security shall be in fully registered form and shall be dated the date of its authentication. The terms of the Securities set
forth in the Appendix are part of the terms of this Third Supplemental Indenture. The Guarantees shall be in substantially the form set forth in
Exhibit 3 to the Appendix.
      (2) The Securities shall be printed, lithographed, typewritten or engraved or produced by any combination of these methods or may be
produced in any other manner permitted by the rules of any automated quotation system or securities exchange (including on steel engraved
borders if so required by any automated quotation system or securities exchange upon which the Securities may be quoted or listed) on which
the Securities may be quoted or listed, as the case may be, all as determined by the officers executing such Securities, as evidenced by their
execution thereof.


                                                                  ARTICLE IV
                                                            Redemption of Securities
      SECTION 4.1. Optional Redemption.
      The Company may, at its option, redeem the Securities, in whole or from time to time in part, prior to the Maturity Date at a Redemption
Price equal to the greater of: (i) 100% of the aggregate principal amount of Securities to be redeemed, plus accrued and unpaid interest on the
Securities to the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal of and interest on the
Securities to be redeemed (exclusive of unpaid interest accrued thereon to the Redemption Date) discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year comprised of twelve 30-day months) at the Treasury Rate plus 45 basis points, plus unpaid interest
on the Securities to be redeemed, accrued to the Redemption Date.
      SECTION 4.2. Special Mandatory Redemption.
      If for any reason (i) the Mergers are not consummated on or prior to the Special Mandatory Redemption Triggering Date or (ii) the
Merger Agreement is terminated at any time prior thereto, then the Company shall redeem all the Securities on the Special Mandatory
Redemption Date at a price equal to 101% of the aggregate accreted principal amount of the Securities, plus accrued and unpaid interest from
the date of original issuance to, but excluding, the Special Mandatory Redemption Date (the
“ Special Mandatory Redemption Price ”) (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the
relevant Interest Payment Date).
      SECTION 4.3. Special Mandatory Redemption Procedures.
      (1) Notice of redemption pursuant to Section 4.2 (a “ Special Mandatory Redemption Notice ”) shall be mailed, with a written copy to
the Trustee, by first class mail, postage prepaid, within 10 Business Days after the occurrence of the event triggering redemption to each Holder
of Securities at such Holder’s address as shown in the Security Register. Failure to give notice by mailing in the manner herein provided to
such Holder, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other
Securities.
      All Special Mandatory Redemption Notices shall state:
      (i) the Special Mandatory Redemption Date;
      (ii) the Special Mandatory Redemption Price;
      (iii) that on the Special Mandatory Redemption Date the Special Mandatory Redemption Price will become due and payable with respect
to each Security;
      (iv) the place or places where such Securities are to be surrendered for payment of the Special Mandatory Redemption Price;
      (v) the CUSIP, ISIN or Common Code numbers of such Securities, if any (or any other numbers used by the Depositary to identify such
Securities); and
      (vi) if funds sufficient to pay the Special Mandatory Redemption Price of all Securities to be redeemed on the Special Mandatory
Redemption Date are deposited with the Paying Agent on or before such Special Mandatory Redemption Date, that such Securities shall cease
to bear interest on and after such Special Mandatory Redemption Date.
       (2) Each Special Mandatory Redemption Notice having been given as aforesaid, the Securities shall, on the Special Mandatory
Redemption Date, become due and payable at the Special Mandatory Redemption Price therein specified. If funds sufficient to pay the Special
Mandatory Redemption Price of all Securities to be redeemed on the Special Mandatory Redemption Date are deposited with the Paying Agent
on or before such Special Mandatory Redemption Date, the Securities shall cease to bear interest on and after such Special Mandatory
Redemption Date (unless the Company shall default on the payment of the Special Mandatory Redemption Price). Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Special Mandatory Redemption
Price; provided, however, that installments of interest whose Interest Payment Date is on or prior to the Special Mandatory Redemption Date
shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of
business on the relevant Regular Record Date according to their terms and the provisions of Section 3.7 of the Indenture.
       (3) If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof shall, until paid,
bear interest from the Special Mandatory Redemption Date at the rate borne by the Security.


                                                                   ARTICLE V
                                                                     Remedies
      SECTION 5.1. Events of Default.
      With respect to the Securities, Section 5.1 of the Base Indenture is hereby amended to add the following as Section 5.1(9):
      (i) the Company fails to timely deliver a Special Mandatory Redemption Notice when required.


                                                                   ARTICLE VI
                                                               Reports by Company
      SECTION 6.1. Reports by Express Scripts or the Company.
      With respect to the Securities, Section 7.4 of the Base Indenture is hereby amended to add the following paragraph to the end of such
Section:
       In addition, prior to the consummation of the Mergers, Express Scripts and, following the consummation of the Mergers, the Company,
shall furnish, at the Company’s expense, to the Holders and prospective Holders, upon the requests of such Holders, any information required
to be delivered pursuant to Rule 144A(d)(4) (or any successor provision) under the Securities Act so long as any Securities are not freely
transferable under the Securities Act.


                                                                  ARTICLE VII
                                                             Supplemental Indentures
      SECTION 7.1. Supplemental Indentures Without Consent of Holders.
      Section 9.1 of the Base Indenture shall not be applicable to the Securities.
     Without seeking the consent of any Holders, the Company, together with the Trustee, at any time and from time to time, may modify and
amend the Base Indenture, this Third Supplemental Indenture and the terms of the Securities to:
      (1) allow the Company’s or any Guarantor’s successor (or successive successors) to assume the Company’s or such Guarantor’s
obligations under the Base
Indenture, this Third Supplemental Indenture and the Securities pursuant to the provisions under Article VIII or Section 13.15 of the Base
Indenture;
      (2) add to the covenants of the Company for the benefit of the Holders of the Securities or to surrender any right or power herein
conferred upon the Company under this Third Supplemental Indenture, the Base Indenture or the Securities;
      (3) add any additional Events of Default;
      (4) secure the Securities;
      (5) provide for a successor Trustee with respect to the Securities and add to or change any of the provisions of the Base Indenture as shall
be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of
Section 6.11 of the Base Indenture;
      (6) add or release a Guarantor as required or permitted by the Indenture;
      (7) cure any ambiguity, defect or inconsistency;
       (8) amend the provisions of the Base Indenture or this Third Supplemental Indenture relating to the transfer or legending of the
Securities; provided that (i) compliance with the Base Indenture or this Third Supplemental Indenture as so amended would not result in
Securities being transferred in violation of the Securities Act or any other applicable securities law and (ii) such amendment does not adversely
affect the interests of the Holders of the Securities or owners of beneficial interests in Securities; or
     (9) make any other amendment or supplement to the Base Indenture, this Third Supplemental Indenture or the Securities, as long as that
amendment or supplement does not adversely affect the interests of the Holders of any Securities in any material respect (to be evidenced by an
Opinion of Counsel).
      No amendment to cure any ambiguity, defect or inconsistency in the Base Indenture, this Third Supplemental Indenture or the Securities
made solely to conform to the provisions of the Base Indenture, this Third Supplemental Indenture or the Securities to any description of the
Securities in the offering circular therefor, to the extent that such provision in the offering circular was intended to be a verbatim recitation of a
provision of the Base Indenture, this Third Supplemental Indenture or the Securities, shall be deemed to adversely affect the interests of the
Holders of any Securities.
      SECTION 7.2. Supplemental Indentures With Consent of Holders.
      Section 9.2 of the Base Indenture shall not be applicable to the Securities.
      The Company, together with the Trustee, may modify and amend this Third Supplemental Indenture, the Base Indenture and the terms of
the Securities with the written consent of the Holders of at least a majority in aggregate principal amount of the
Outstanding Securities; provided that no modification or amendment may, without the consent of each affected Holder of each Security:
      (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver;
      (2) change the Stated Maturity of the principal of, or any installment of or interest on, the Securities;
      (3) reduce the principal amount of, or any premium, if any, or rate of interest on, the Securities;
      (4) reduce any amount payable upon the redemption of the Securities or, except as expressly provided elsewhere herein, change the time
at which the Securities may be redeemed pursuant to Section 4.1 hereof;
     (5) change any Place of Payment where, or the currency in which, any principal of, or premium, if any, or interest on, the Securities are
payable;
      (6) impair the right of any Holder of a Security to receive payment of principal of and interest on such Holder’s Security on or after the
Stated Maturity or Redemption Date or to institute suit for the enforcement of any payment on, or with respect to, any Security on or after the
Stated Maturity or Redemption Date;
       (7) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for modification or
amendment of the Base Indenture or this Third Supplemental Indenture, for waiver of compliance with certain provisions of the Base Indenture
or this Third Supplemental Indenture or waiver of certain Defaults;
       (8) release any Guarantor from any of its obligations under its Guarantee or the Base Indenture or this Third Supplemental Indenture
other than in accordance with the terms thereof or hereof; or
      (9) modify any of the above provisions.
       Any modification or amendment to, or waiver of, the provisions of this Third Supplemental Indenture and the terms of the Securities that
relate to the Special Mandatory Redemption set forth in Sections 4.2 or 4.3 shall require the written consent of the Holders of at least 66 2/3%
in aggregate principal amount of the Outstanding Securities. In addition, any modification or amendment to, or waiver of, the provisions in the
Indenture and the terms of the Securities that relate to the items set forth in Section 10.10 of the Base Indenture shall require the written consent
of at least a majority in principal amount of the Outstanding Securities.
        In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Securities may, on behalf of the Holders
of all the Securities, waive any past default under the Base Indenture or this Third Supplemental Indenture
and its consequences, except a default in the payment of the principal of, or premium, if any, or interest on, any Securities or in respect of a
covenant or provision that under the Base Indenture or this Third Supplemental Indenture cannot be modified or amended without the consent
of each Holder. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Securities may, on behalf of the
Holders of all Securities, waive compliance with the Company’s covenants described under Sections 10.8 and 10.9 of the Indenture.


                                                                   ARTICLE VIII
                                                                   Miscellaneous.
      SECTION 8.1. Governing Law; Waiver of Jury Trial
     THIS THIRD SUPPLEMENTAL INDENTURE, THE GUARANTEES AND THE SECURITIES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY AND
THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS THIRD
SUPPLEMENTAL INDENTURE, THE GUARANTEES, THE SECURITIES OR THE TRANSACTION CONTEMPLATED
HEREBY.
      SECTION 8.2. Supplemental Indenture May be Executed in Counterparts.
       This Third Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Third Supplemental
Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Third Supplemental
Indenture as to the parties hereto and may be used in lieu of the original Third Supplemental Indenture for all purposes. Signatures of the
parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
      SECTION 8.3. Separability Clause.
      In case any provision in this Indenture or in 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.
    IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed all as of the day and year
first above written.


                                                      [Signature Pages To Follow]
    ARISTOTLE HOLDING, INC.

    By:    /s/ George Paz
           Name:      George Paz
           Title:     Chairman, Chief Executive Officer
                      and President

    EXPRESS SCRIPTS, INC.

    By:    /s/ George Paz
           Name:      George Paz
           Title:     Chairman, Chief Executive Officer
                      and President

    AIRPORT HOLDINGS, LLC
    ESI REALTY, LLC
    By: Express Scripts, Inc., as sole Member

    By:    /s/ George Paz
           Name:      George Paz
           Title:     Chairman, Chief Executive Officer
                      and President


[Third Supplemental Indenture]
   BYFIELD DRUG, INC.
   CARE CONTINUUM, INC.
   CFI OF NEW JERSEY, INC.
   CHESAPEAKE INFUSION, INC.
   CONNECTYOURCARE COMPANY LLC
   CONNECTYOURCARE, LLC
   CURASCRIPT PBM SERVICES INC.
   DIVERSIFIED PHARMACEUTICAL
   SERVICES, INC.
   ESI ACQUISITION, INC.
   ESI CLAIMS, INC.
   ESI ENTERPRISES, LLC
   ESI MAIL ORDER PROCESSING, INC.
   EXPRESS SCRIPTS CANADA HOLDING CO.
   EXPRESS SCRIPTS PHARMACEUTICAL
   PROCUREMENT, LLC
   EXPRESS SCRIPTS SALES DEVELOPMENT CO.
   FRECO, INC.
   FREEDOM SERVICE COMPANY, LLC
   HEALTHBRIDGE, INC.
   HEALTHBRIDGE REIMBURSEMENT AND
   PRODUCT SUPPORT, INC.
   iBIOLOGIC, INC.
   IVTX, INC.
   LYNNFIELD COMPOUNDING CENTER, INC.
   LYNNFIELD DRUG, INC.
   MATRIX GPO LLC
   NATIONAL PRESCRIPTION ADMINISTRATORS, INC.
   PRIORITY HEALTHCARE CORPORATION
   PRIORITY HEALTHCARE CORPORATION WEST
   PRIORITY HEALTHCARE DISTRIBUTION, INC.
   PRIORITY HEALTHCARE PHARMACY, INC.
   PRIORITYHEALTHCARE.COM, INC.
   SINUSPHARMACY, INC.
   SPECIALTY INFUSION PHARMACY, INC.
   SPECTRACARE, INC.
   SPECTRACARE HEALTH CARE
   VENTURES, INC.
   SPECTRACARE INFUSION PHARMACY, INC.
   VALUE HEALTH, INC.
   YOURPHARMACY.COM, INC.


   By:    /s/ Keith J. Ebling
          Name:        Keith J. Ebling
          Title:       Vice President

[Third Supplemental Indenture]
    CURASCRIPT, INC.
    ESI MAIL PHARMACY SERVICE, INC.
    EXPRESS SCRIPTS SPECIALTY DISTRIBUTION
     SERVICES, INC.
    EXPRESS SCRIPTS UTILIZATION
    MANAGEMENT CO.
    MOORESVILLE ON-SITE PHARMACY, LLC

    By:    /s/ Patrick McNamee
           Name:       Patrick McNamee
           Title:      President

[Third Supplemental Indenture]
    ESI-GP HOLDINGS, INC.
    ESI RESOURCES, INC.

    By:    /s/ Tom Rocheford
           Name:     Tom Rocheford
           Title:    President

    ESI PARTNERSHIP

    By:    Express Scripts, Inc., as Partner

    By:    /s/ Martin P. Akins
           Name:       Martin P. Akins
           Title:      Vice President and Deputy General Counsel

    By :   ESI-GP Holdings, Inc., as Partner

    By:    /s/ Tom Rocheford
           Name:     Tom Rocheford
           Title:    President

[Third Supplemental Indenture]
    SPECTRACARE OF INDIANA

    By:    Spectracare, Inc., as Partner

    By:    /s/ Keith Ebling
           Name:       Keith Ebling
           Title:      Vice President

    By:    Care Continuum, Inc., as Partner

    By:    /s/ Keith Ebling
           Name:       Keith Ebling
           Title:      Vice President

    EXPRESS SCRIPTS MSA, LLC
    EXPRESS SCRIPTS WC, INC.

    By:    /s/ Edward Ignaczak
           Name:      Edward Ignaczak
           Title:     President

    EXPRESS SCRIPTS SENIOR CARE, INC.
    EXPRESS SCRIPTS SENIOR CARE
      HOLDINGS, INC.

    By:    /s/ George Paz
           Name:      George Paz
           Title:     President

    EXPRESS SCRIPTS CANADA HOLDING, LLC

    By:    /s/ Keith Ebling
           Name:       Keith Ebling
           Title:      Vice President

[Third Supplemental Indenture]
    Wells Fargo Bank, National Association,
    As Trustee

    By:    /s/ Richard H. Prokosch
           Name:       Richard H. Prokosch
           Title:      Vice President

[Third Supplemental Indenture]
                                                                                                       RULE 144A/REGULATION S APPENDIX


                                             PROVISIONS RELATING TO INITIAL SECURITIES,
                                                   PRIVATE EXCHANGE SECURITIES
                                                     AND EXCHANGE SECURITIES
   1. Definitions
    1.1 Definitions
   For the purposes of this Appendix the following terms shall have the meanings indicated below:
      “ Applicable Procedures ” means, with respect to any transfer or transaction prior to the expiration of the Restricted Period and involving
a Regulation S Global Security or beneficial interest therein, the rules and procedures of the Depository for such a transfer or transaction, to the
extent applicable and as in effect from time to time.
     “ Definitive Security ” means a certificated Initial Security or Exchange Security or Private Exchange Security bearing, if required, the
appropriate restricted securities legend set forth in Section 2.3(e).
      “ Depository ” means The Depository Trust Company, its nominees and their respective successors.
      “ Exchange Securities ” means any securities issued pursuant to the Indenture in connection with a Registered Exchange Offer pursuant
to a Registration Rights Agreement.
       “ Initial Purchaser ” means with respect to each issuance of Initial Securities, the Persons purchasing such Initial Securities under the
related Purchase Agreement.
      “ Initial Securities ” means any securities other than Exchange Securities and Private Exchange Securities issued pursuant to the
Indenture.
      “ Issue Date ” means the date on which Initial Securities are issued pursuant to a supplemental indenture to the Base Indenture or an
Officers’ Certificate pursuant to Section 3.1 of the Base Indenture.
      “ Private Exchange ” means the offer by the Company, pursuant to a Registration Rights Agreement, to the Initial Purchaser to issue and
deliver to the Initial Purchaser, in exchange for the Initial Securities held by the Initial Purchaser as part of its initial distribution, a like
aggregate principal amount of Private Exchange Securities.
      “ Private Exchange Securities ” means any securities issued in connection with a Private Exchange.
     “ Purchase Agreement ” means with respect to each issuance of Initial Securities, the purchase agreement or underwriting agreement
among the Company, the Guarantors and the Persons purchasing such Securities.
      “ QIB ” means a “qualified institutional buyer” as defined in Rule 144A.
       “ Registered Exchange Offer ” means an offer by the Company, pursuant to a Registration Rights Agreement, to certain Holders of Initial
Securities, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of Exchange Securities
registered under the Securities Act.
      “ Registration Rights Agreement ” means, with respect to each issuance of Securities issued in a transaction exempt from the registration
requirements of the Securities Act, the registration rights agreement, if any, among the Company, the Guarantors and the Persons purchasing
such Securities under the related Purchase Agreement.
       “ Restricted Period ” means, with respect to any Securities, the period of 40 consecutive days beginning on and including the later of
(i) the day on which such Securities are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act) in
reliance on Regulation S and (ii) the issue date with respect to such Securities.
      “ Rule 144A Securities ” means all Securities offered and sold to QIBs in reliance on Rule 144A.
      “ Securities Act ” means the Securities Act of 1933, as amended.
      “ Securities Custodian ” means the custodian with respect to a Global Security (as appointed by the Depository), or any successor Person
thereto and shall initially be the Trustee.
        “ Shelf Registration Statement ” means the shelf registration statement filed by the Company in connection with the offer and sale of
Initial Securities or Private Exchange Securities pursuant to a Registration Rights Agreement.
       “ Transfer Restricted Securities ” means Securities that bear or are required to bear the legend relating to restrictions on transfer relating
to the Securities Act set forth in Section 2.3(e) hereto.

                                                                           2
   1.2 Other Definitions

                                                                                                                                            Defined in
Term                                                                                                                                         Section:
“Agent Members”                                                                                                                                 2.1 (b)
“Clearstream, Luxembourg”                                                                                                                       2.1 (a)
“Euroclear”                                                                                                                                     2.1 (a)
“Global Securities”                                                                                                                             2.1 (a)
“Regulation S”                                                                                                                                  2.1 (a)
“Regulation S Global Security”                                                                                                                  2.1 (a)
“Regulation S Permanent Global Security”                                                                                                        2.1 (a)
“Regulation S Temporary Global Security”                                                                                                        2.1 (a)
“Restricted Securities Legend”                                                                                                                  2.3 (e)
“Rule 144A”                                                                                                                                     2.1 (a)
“Rule 144A Global Security”                                                                                                                     2.1 (a)
   2. The Securities.
   2.1 (a) Form and Dating. The Initial Securities were offered and sold by the Company pursuant to a Purchase Agreement. The Initial
Securities will be resold initially only to (i) QIBs in reliance on Rule 144A under the Securities Act (“ Rule 144A ”) and (ii) in offshore
transactions to Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S under the Securities Act (“
Regulation S ”). Initial Securities may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to
the restrictions on transfer set forth herein. Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or
more securities in registered, global form (collectively, the “ Rule 144A Global Security ”); and Initial Securities initially resold pursuant to
Regulation S shall be issued initially in the form of one or more temporary securities in registered, global form (collectively, the “ Regulation S
Temporary Global Security ”), in each case without interest coupons and with the global securities legend and the applicable restricted
securities legend set forth Section 2.3(e) hereto, which shall be deposited on behalf of the purchasers of the Initial Securities represented
thereby with the Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the
Company and authenticated by the Trustee as provided in the Base Indenture. Until the expiration of the Restricted Period, beneficial
ownership interests in the Regulation S Temporary Global Securities may be held only through Euroclear Bank S.A./N.V., as operator of the
Euroclear System (“ Euroclear ”), and Clearstream Banking, société anonyme (“ Clearstream,

                                                                            3
Luxembourg ”), as indirect participants in DTC, unless transferred to a Person that takes delivery through a Rule 144A Global Security in
accordance with the certification requirements described in the second succeeding paragraph below. Except as set forth in this Section 2.1(a),
beneficial ownership interests in a Regulation S Temporary Global Security will not be exchangeable for interests in the Rule 144A Global
Security or any other Security prior to the expiration of the Restricted Period and then, after the expiration of the Restricted Period, may be
exchanged for one or more permanent securities in registered, global form without interest coupons (collectively, the “ Regulation S Permanent
Global Security ” and, together with the Regulation S Temporary Global Security, the “ Regulation S Global Security ”) or a Definitive
Security upon (1) delivery to DTC of certification of compliance with the transfer restrictions applicable to the Securities and pursuant to
Regulation S as provided in the Indenture, (2) a certification in form satisfactory to the Trustee that beneficial ownership interests in such
Regulation S Temporary Global Security are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction
that did not require registration under the Securities Act and (3) in the case of an exchange for Definitive Securities, in compliance with the
requirements described in Section 2.4(a) of this Appendix.
       Definitive Securities may not be exchanged for beneficial interests in any Global Security unless the transferor first delivers to the
Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer
restrictions applicable to such Securities.
       Prior to the expiration of the Restricted Period, beneficial interests in Regulation S Global Securities may be exchanged for interests in
Rule 144A Global Securities only if (1) such exchange occurs in connection with a transfer of Securities pursuant to Rule 144A and (2) the
transferor of the beneficial interest in the Regulation S Global Security first delivers to the Trustee a written certificate (in the form provided in
the Indenture) to the effect that the beneficial interest in the Regulation S Global Security is being transferred to a Person (a) whom the
transferor reasonably believes to be a QIB, (b) is purchasing for its own account or the account of a QIB in a transaction meeting the
requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the states of the United States and other jurisdictions.
      Beneficial interests in a Rule 144A Global Security may be transferred to a Person who takes delivery in the form of an interest in a
Regulation S Global Security, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the Trustee a
written certificate (in the form provided in the Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of
Regulation S or Rule 144 (if available) under the Securities Act..
      The Rule 144A Global Security, the Regulation S Global Security and any Global Securities in fully registered form without the
Restricted Securities Legend are collectively referred to herein as “ Global Securities .” The aggregate principal amount of the Global
Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its
nominee as hereinafter provided.
      (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Security deposited with or on behalf of the Depository.

                                                                           4
      The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more
Global Securities that (a) shall be registered in the name of the Depository for such Global Security or Global Securities or the nominee of such
Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as
custodian for the Depository.
       Members of, or participants in, the Depository (“ Agent Members ”) shall have no rights under the Indenture with respect to any Global
Security held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Security, and the
Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such
Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or
impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of
the rights of a holder of a beneficial interest in any Global Security.
       (c) Definitive Securities. Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Global Securities
shall not be entitled to receive physical delivery of Definitive Securities.
   2.2 Authentication. The Trustee shall authenticate and deliver: (1) on the Issue Date, Initial Securities in an aggregate principal amount
specified in the written order of the Company pursuant to Section 3.3 of the Indenture, (2) Exchange Securities or Private Exchange Securities
for issue only in a Registered Exchange Offer or a Private Exchange, respectively, pursuant to a Registration Rights Agreement, for a like
principal amount of Initial Securities, and (3) a Global Security without the Restricted Securities Legend pursuant to Section 2.3(e) of this
Appendix, in each case upon a Company Order. Such Company Order shall specify the amount of the Securities to be authenticated and the
date on which the original issue of Securities is to be authenticated.
   2.3 Transfer and Exchange.
         (a) Transfer and Exchange of Definitive Securities . When Definitive Securities are presented to the Security Registrar with a request:
         (x)   to register the transfer of such Definitive Securities; or
         (y)   to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations,
the Security Registrar shall register the transfer or make the exchange as requested pursuant to the terms of the Indenture and if its reasonable
requirements for such transaction are met; provided , however , that the Definitive Securities surrendered for transfer or exchange:
         (i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the
  Security Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and

                                                                            5
     (ii) if such Definitive Securities are required to bear a restricted securities legend, they are being transferred or exchanged pursuant to an
  effective registration statement under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are
  accompanied by the following additional information and documents, as applicable:
        (A) if such Definitive Securities are being delivered to the Security Registrar by a Holder for registration in the name of such Holder,
     without transfer, a certification from such Holder to that effect; or
         (B) if such Definitive Securities are being transferred to the Company, a certification to that effect; or
         (C) if such Definitive Securities are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A,
     Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act:
     (i) a certification to that effect (in the form set forth on the reverse of the Security) and (ii) if the Company so requests, an opinion of
     counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section
     2.3(e)(i).
       (b) Restrictions on Transfer of a Definitive Security for a Beneficial Interest in a Global Security. A Definitive Security may not be
exchanged for a beneficial interest in a Rule 144A Global Security or a Regulation S Global Security except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by appropriate instruments of
transfer, in form satisfactory to the Trustee, together with:
      (i) certification, in the form set forth on the reverse of the Security, that such Definitive Security is either (A) being transferred to a QIB
  in accordance with Rule 144A or (B) being transferred after expiration of the Restricted Period by a Person who initially purchased such
  Security in reliance on Regulation S to a buyer who elects to hold its interest in such Security in the form of a beneficial interest in the
  Regulation S Global Security; and
     (ii) written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment on its books and
  records with respect to such Rule 144A Global Security (in the case of a transfer pursuant to clause (b)(i)(A)) or Regulation S Global
  Security (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Securities
  represented by the Rule 144A Global Security or Regulation S Global Security, as applicable, such instructions to contain information
  regarding the Depository account to be credited with such increase,
then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing
instructions and procedures existing between the Depository and the Securities Custodian, the aggregate principal amount of Securities

                                                                           6
represented by the Rule 144A Global Security or Regulation S Global Security, as applicable, to be increased by the aggregate principal
amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Rule 144A Global Security or Regulation S Global Security, as applicable, equal to the principal amount
of the Definitive Security so canceled. If no Rule 144A Global Securities or Regulation S Global Securities, as applicable, are then outstanding,
the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers’ Certificate of the
Company, a new Rule 144A Global Security or Regulation S Global Security, as applicable, in the appropriate principal amount.
      (c) Transfer and Exchange of Global Securities.
      (i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository, in accordance
  with the Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A
  transferor of a beneficial interest in a Global Security shall deliver to the Security Registrar a written order given in accordance with the
  Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest
  in the Global Security. The Security Registrar shall, in accordance with such instructions instruct the Depository to credit to the account of
  the Person specified in such instructions a beneficial interest in the Global Security and to debit the account of the Person making the
  transfer in an amount equal to the beneficial interest in the Global Security being transferred.
     (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Security to a beneficial interest in another Global Security,
  the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Security to which
  such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Security Registrar
  shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Security from which such
  interest is being transferred.
     (iii) Notwithstanding any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Security may not
  be transferred as a whole except by the Depository to a nominee of the Depository or 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 successor
  Depository.
     (iv) In the event that a Global Security is exchanged for Definitive Securities pursuant to Section 2.4 of this Appendix, prior to the
  consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Securities, such
  Securities may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3
  (including the certification requirements set forth on the reverse of the Initial Securities intended to ensure that such transfers comply with
  Rule 144A, Regulation S or another

                                                                          7
  applicable exemption under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the
  Company.
      (d) Restrictions on Transfer of Regulation S Global Securities. During the Restricted Period, beneficial ownership interests in
Regulation S Global Securities may only be sold, pledged or transferred in accordance with the Applicable Procedures and only (i) to the
Company, (ii) in an offshore transaction in accordance with Regulation S or (iii) pursuant to an effective registration statement under the
Securities Act, in each case in accordance with any applicable securities laws of any State of the United States.
      (e) Legend.
     (i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each Security certificate evidencing the Global Securities (and all
  Securities issued in exchange therefor or in substitution thereof), in the case of Securities offered other than in reliance on Regulation S,
  shall bear a legend in substantially the following form (together with the legend in the second paragraph of this Section 2.3(e)(i), the “
  Restricted Securities Legend ”):
             THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
             REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT
             ”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
             SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS
             HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
             PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
             THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY
             BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A
             PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED
             IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
             144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904
             UNDER THE SECURITIES ACT, (III) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE
             SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (IV) PURSUANT TO AN
             EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH
             (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES,
             AND (B) THE HOLDER

                                                                         8
           WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY
           FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.
   Each certificate evidencing a Security offered in reliance on Regulation S shall bear a legend in substantially the following form:
           THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT
           FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”),
           AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
           ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
           REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED
           ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.
   Each Definitive Security shall also bear the following additional legend:
           IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITY REGISTRAR AND
           TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY
           REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
    (ii) Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global
Security) pursuant to Rule 144 under the Securities Act, the Security Registrar shall permit the transferee thereof to exchange such Transfer
Restricted Security for a Definitive Security that does not bear the legend set forth above and rescind any restriction on the transfer of such
Transfer Restricted Security, if the transferor thereof certifies in writing to the Security Registrar that such sale or transfer was made in
reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Security); and to the extent permitted by law at any
time after one year has elapsed following the Issue Date, if the Securities are freely tradeable without restriction pursuant to Rule 144 under
the Securities Act (or successor rule), the Security Registrar shall permit the removal of the Restricted Securities Legend and rescind any
restriction on the transfer of such Transfer Restricted Security if the Company delivers to the Trustee an opinion reasonably satisfactory to
the Trustee that the removal of the Restricted Securities Legend is in compliance with the Securities Act.
   (iii) After a transfer of any Initial Securities or Private Exchange Securities pursuant to and during the period of the effectiveness of a
Shelf Registration Statement with respect to such Initial Securities or Private Exchange Securities, as the case may be, all requirements
pertaining to legends on such Initial Security or such Private Exchange

                                                                       9
  Security will cease to apply and a certificated Initial Security or Private Exchange Security or an Initial Security or Private Exchange
  Security in global form, in each case without restrictive transfer legends, will be available to the transferee of the Holder of such Initial
  Securities or Private Exchange Securities upon exchange of such transferring Holder’s certificated Initial Security or Private Exchange
  Security or directions to transfer such Holder’s interest in the Global Security, as applicable.
      (iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities, all requirements pertaining to such
  Initial Securities that Initial Securities issued to certain Holders be issued in global form will still apply with respect to Holders of such
  Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated or global form, in each case without the
  restricted securities legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial Securities in such Registered
  Exchange Offer.
     (v) Upon the consummation of a Private Exchange with respect to the Initial Securities, all requirements pertaining to such Initial
  Securities that Initial Securities issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial
  Securities that do not exchange their Initial Securities, and Private Exchange Securities in global form with the global securities legend and
  the applicable restricted securities legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial Securities in
  such Private Exchange.
       (f) Cancellation or Adjustment of Global Security. At such time as all beneficial interests in a Global Security have either been
exchanged for Definitive Securities, redeemed, purchased or canceled, such Global Security shall be returned to the Depository for cancellation
or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for
Definitive Securities, redeemed, purchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced
and an adjustment shall be made on the books and records of the Trustee (if it is then the Securities Custodian for such Global Security) with
respect to such Global Security, by the Trustee or the Securities Custodian, to reflect such reduction.
      (g) No Obligation of the Trustee.
     (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in
  the Depository 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 notice of redemption) or the payment of any amount, under or with
  respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the
  Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the
  case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depository subject to
  the applicable rules and procedures of the Depository. The Trustee

                                                                         10
  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.
     (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer
  imposed under the Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers
  between or among Depository participants, members or beneficial owners in any Global Security) other than to require delivery of such
  certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of
  the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
   2.4 Definitive Securities.
       (a) A Global Security deposited with the Depository or with the Trustee as Securities Custodian for the Depository pursuant to
Section 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to
the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 hereof and
(i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time such
Depository ceases to be a “clearing agency” registered under the Exchange Act, in either case, and a successor depository is not appointed by
the Company within 90 days of such notice, (ii) a Default with respect to the Securities has occurred and is continuing and DTC or the
Company specifically requests such exchange, (iii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance
of Definitive Securities under the Indenture or (iv) upon prior written notice given to the Trustee by or on behalf of the Depository in
accordance with the Indenture.
       (b) Any Global Security that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the
Depository to the Trustee located at its principal corporate trust office in the Borough of Manhattan, The City of New York, to be so
transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each
portion of such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. Any portion of a
Global Security transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in minimum denominations of
$2,000 principal amount and any integral multiple of $1,000 in excess thereof and registered in such names as the Depository shall direct. Any
Definitive Security delivered in exchange for an interest in a Transfer Restricted Security shall, except as otherwise provided by Section 2.3(e)
hereof, bear the applicable restricted securities legend and definitive securities legend set forth in Exhibit 1 hereto unless that legend is not
required by applicable law.
      (c) Subject to the provisions of Section 2.4(b) hereof, the registered Holder of a Global Security shall be entitled to grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action
which a Holder is entitled to take under the Indenture or the Securities.

                                                                         11
      (d) In the event of the occurrence of one of the events specified in Section 2.4(a) hereof, the Company shall promptly make available to
the Trustee a reasonable supply of Definitive Securities in definitive, fully registered form without interest coupons.

                                                                       12
                                                                                                   APPENDIX

                                                                                                   EXHIBIT 1


                                                [FORM OF FACE OF INITIAL SECURITY]
                                                          [Global Securities Legend]
     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, 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 SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
     TRANSFERS OF THIS GLOBAL SECURITY SHALL 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 SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
    [[FOR REGULATION S GLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR
COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS
DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH
OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]


[Restricted Securities Legend for Securities offered otherwise than in Reliance on Regulation S]
    THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS
SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
    THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE
OFFERED, RESOLD, PLEDGED OR

                                                                       1
OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO THE EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (IV) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.


  [Restricted Securities Legend for Securities Offered in Reliance on Regulation S.]
    THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE
TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN
REGULATION S UNDER THE SECURITIES ACT.


                                                       [Definitive Securities Legend]
    IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITY REGISTRAR AND TRANSFER
AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

                                                                      2
                                                        ARISTOTLE HOLDING, INC.
                                                            % SENIOR NOTE DUE
No. __________                                                                                              Principal Amount (US)$__________
CUSIP NO. __________
ISIN NO.__________
      Aristotle Holding, Inc., a corporation organized and existing under the laws of the State of Delaware (herein called the “ Company ”,
which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to
Cede & Co., or its registered assigns, the principal sum of __________ United States Dollars (U.S.$ __________) on November 15, 2021 and
to pay interest thereon, from November 21, 2011, or from the most recent Interest Payment Date to which interest has been paid or duly
provided for to but excluding the next Interest Payment Date, which shall be May 15 and November 15 of each year, commencing May 15,
2012, at the per annum rate of 4.750%, or as such rate may be adjusted pursuant to the terms hereof (the “ Security Interest Rate ”), until the
principal hereof is paid or made available for payment.
       The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall
be the day that is 15 days prior to the relevant Interest Payment Date (whether or not a Business Day). Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities not less than
10 days prior to the Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any
automated quotation system or securities exchange on which the Securities may be quoted or listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months. The Company will pay interest on overdue principal at the rate borne by this Security, and it will pay interest on overdue
installments of interest at the same rate to the extent lawful.
      Subject to the provisions of the Registration Rights Agreement, if a Registration Default (as defined in the Registration Rights
Agreement) occurs, additional interest will accrue on this Security from and including the date on which such Registration Default occurs to
but excluding the date on which all such Registration Defaults have been cured or the Securities cease to be Transfer Restricted Securities (as
defined in the Registration Rights Agreement), whichever is earlier, at a rate of 0.25% per annum for the first 90-day period immediately
following the occurrence of a Registration Default, and such rate will increase by 0.25% per annum on the 91st day following the occurrence of
such Registration Default (provided that the maximum additional interest rate during the initial 90-day period shall be 0.25% per annum and
the maximum additional interest rate thereafter shall be 0.50% per annum, in each case

                                                                        3
regardless of the number of Registration Defaults that have occurred and are continuing). The Company will pay such additional interest on
regular Interest Payment Dates.
       The Place of Payment for this Security will be the corporate trust office of the Trustee at 625 Marquette Avenue, 11th Floor,
Minneapolis, Minnesota 55479, or as otherwise provided in the Indenture, in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private debts. Payments in respect of the Securities represented by a Global
Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by
the Depository. The Company will make all payments in respect of a Definitive Security (including principal, premium and interest) by mailing
a check to the registered address of each Holder thereof as such address appears on the Security Register; provided , however , that payments
on a Definitive Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no
later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).
     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
       Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

                                                                         4
       IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

                                                       ARISTOTLE HOLDING, INC.

                                                       By:
                                                              Name:
                                                              Title:


Attest:


 By:
          Name:
          Title:

                                                                 5
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated referred to in the within-mentioned Indenture.
Dated:

 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee

 By:
           Authorized Signatory


                                                                         6
                                                     [FORM OF REVERSE OF SECURITY]
       (1) Indenture . This Security is one of a duly authorized issue of securities of the Company designated as its “ 4.750% Senior Notes due
2021 ” (herein called the “ Securities ”), issued under a Third Supplemental Indenture, dated as of November 21, 2011, to an indenture, dated
as of November 21, 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof and herein with the
Third Supplemental Indenture, collectively, the “ Indenture ”), between the Company, the Guarantors and Wells Fargo Bank, National
Association, as Trustee (herein called the “ Trustee ,” which term includes any successor trustee under the Indenture), to which reference is
hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors,
the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The
aggregate principal amount of Initial Securities Outstanding at any time may not exceed $1,250,000,000 in aggregate principal amount, except
for Securities issued, authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to
Sections 3.4, 3.5, 3.6, 9.6 or 11.7 of the Base Indenture and except for any Securities which, pursuant to Section 3.3 of the Base Indenture, are
deemed never to have been authenticated and delivered. The Third Supplemental Indenture pursuant to which this Security is issued provides
that Additional Securities may be issued thereunder, if certain conditions are met. The Initial Securities issued pursuant to the Third
Supplemental Indenture and all Exchange Securities or Private Exchange Securities issued in exchange therefor will be treated as a single class
for all purposes under the Indenture.
     The Indenture contains covenants that limit the ability of the Company and any Restricted Subsidiary to create liens on assets and to
engage in sale/leaseback transactions. The Indenture also contains covenants that limit the ability of the Company and, prior to the
consummation of the Mergers, of Express Scripts to consolidate, merge or transfer all or substantially all of their respective assets. These
covenants are subject to important exceptions and qualifications.
      All terms used in this Security which are defined in the Indenture (including in the Appendix thereto) shall have the meanings assigned to
them in the Indenture. In the event of a conflict or inconsistency between this Security and the Indenture, the provisions of the Indenture shall
govern.
       (2) Optional Redemption . At any time prior to Maturity, the Company may at its option redeem all or a part of the Securities upon not
more than 60 nor less than 30 days prior notice, at a Redemption Price equal to the greater of: (i) 100% of the aggregate principal amount of
any Securities being redeemed, plus accrued and unpaid interest on the Securities to the Redemption Date; or (ii) the sum of the present values
of the remaining scheduled payments of principal of and interest on the Securities to be redeemed (exclusive of unpaid interest accrued thereon
to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year comprised of twelve 30-day
months) at the Treasury Rate plus 45 basis points, plus unpaid interest on the Securities to be redeemed, accrued to the Redemption Date.

                                                                          7
       (3) Mandatory Redemption . Except as provided in Sections 4 and 5 below, the Company is not required to make mandatory redemption
or sinking fund payments with respect to the Securities.
       (4) Special Mandatory Redemption . If for any reason (i) the Mergers are not consummated on or prior to the Special Mandatory
Redemption Triggering Date or (ii) the Merger Agreement is terminated at any time prior thereto, then the Company shall redeem all the
Securities on the Special Mandatory Redemption Date at a price equal to 101% of the aggregate accreted principal amount of such Security,
plus accrued and unpaid interest from the date of original issuance to, but excluding, the Special Mandatory Redemption Date (subject to the
right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).
      (5) Change of Control Triggering Event . In the event of a Change of Control Triggering Event, the Holders may require the Company
to purchase for cash all or a portion of their Securities at a purchase price equal to 101% of the aggregate principal amount of the Securities
repurchased, plus accrued and unpaid interest, if any, pursuant to the provisions of Section 10.10 of the Base Indenture.
       (6) Registration Rights. The Company is party to a Registration Rights Agreement, dated as of November 21, 2011, among the
Company, the Guarantors and the representatives of the Initial Purchasers named therein, pursuant to which it is obligated to pay additional
interest on the Securities upon the occurrence of certain events specified in the Registration Rights Agreement.
       (7) Global Security . If this Security is a Global Security, then the transfer and exchange of this Security or beneficial interests herein
shall be effected through the Depository in accordance with the Indenture (including applicable restrictions on transfer set forth therein, if any)
and the procedures of the Depository therefor. The Security Registrar shall make an adjustment on its records to reflect such deposit or
withdrawal in accordance with the Depository’s Procedures.
       (8) Defaults and Remedies . If an Event of Default with respect to this Security occurs and is continuing, the principal of and any unpaid
premium and interest on (or, if this Security is an Original Issue Discount Security, such portion of the principal amount of such Securities as
may be specified in the terms thereof) all outstanding securities of this series, may be declared due and payable in the manner and with the
effect provided in the Indenture. The Holders of at least a majority in principal amount of the Outstanding Securities may rescind or annul that
acceleration if all Events of Default with respect to the Securities other than the non-payment of accelerated principal have been cured or
waived as provided in the Indenture.
       As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default, and, among other things, the Holders of not less than
25% in aggregate principal amount of the Outstanding Securities shall have made a written request to the Trustee to pursue a remedy in

                                                                          8
respect of such Event of Default as Trustee. The foregoing shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any amounts due on the Securities on or after the respective due dates expressed herein.
     (9) Discharge and Defeasance . Subject to certain conditions, the Company at any time shall be entitled to terminate some or all of the
Company’s and the Guarantors’ obligations under the Securities, the Guarantees and the Indenture if the Company deposits with the Trustee
money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may
be.
       (10) Amendment, Supplement and Waiver . The Indenture permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any
time by the Company and the Trustee with the written consent of the Holders of at least a majority in aggregate principal amount of the
Outstanding Securities. The provisions relating to the Special Mandatory Redemption set forth in Sections 4.2 and 4.3 of the Third
Supplemental Indenture may not be modified or waived without the written consent of 66 2/3% in aggregate principal amount of the
Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Outstanding Securities, on behalf of the Holders of all such Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security or such
other Security. Certain modifications or amendments to the Indenture require the consent of the Holder of each Outstanding Security affected.
      Notwithstanding any other provision of the Indenture or this Security, the Holder of this Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of and any premium and (subject to Section 3.7 of the Base Indenture) interest on any
such Security on the Stated Maturity date expressed herein (or, in the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.
       (11) Denomination, Registration and Transfer . The Securities are in registered form without coupons in minimum denominations of
$2,000 principal amount and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations
therein set forth, this Security is transferable only upon surrender of this Security for registration of transfer. Upon surrender for registration of
transfer of this Security at the office or agency of the Company in a Place of Payment for this Security, the Company, if the requirements of the
Indenture are met, shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Securities of authorized denominations and of like tenor and aggregate principal amount, and having endorsed thereon a Guarantee
executed by the Guarantors.

                                                                           9
       If the requirements of this Indenture are met, then, at the option of the Holder, Securities may be exchanged for other Securities, of any
authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver,
the Securities which the Holder making the exchange is entitled to receive, and having endorsed thereon a Guarantee executed by the
Guarantor. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.
      Prior to due presentment of this Security for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the
Company, the Guarantors or the Trustee may treat the Person in whose name such Security is registered as the owner thereof for all purposes,
whether or not such Security be overdue, and none of the Company, the Guarantors or the Trustee or other such agent shall be affected by
notice to the contrary.
       (12) Guarantee . Payment of this Security is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have
become and continue to be Guarantors pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and
their Guarantees under the circumstances specified under the Indenture.
      (13) No Recourse Against Others. None of the Company’s or any Guarantor’s past, present or future directors, officers, employees or
shareholders, as such, shall have any liability for any of the Company’s or any Guarantor’s obligations under the Indenture or the Securities or
for any claim based on, or in respect or by reason of, such obligations or their creation. By accepting a Security, each Holder waives and
releases all such liability. This waiver and release is part of the consideration for the issuance of the Securities.
       (14) Holders’ Compliance with Registration Rights Agreement. Each Holder, by acceptance hereof, acknowledges and agrees to the
provisions of the Registration Rights Agreement in respect of this Security, including the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided therein.
    (15) Governing Law . THE INDENTURE, THIS SECURITY AND ANY GUARANTEE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
       The Company will furnish to any Holder upon written request and without charge to the Securityholder a copy of the Indenture which
has in it the text of this Security in larger type. Requests may be made to:

                                                                        10
Aristotle Holding, Inc.
One Express Scripts Way
St. Louis, Missouri 63121


                                                              ABBREVIATIONS
       The following abbreviations, when used in the inscription of the face of this Security, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM (= tenant in common)
TEN ENT (= tenants by the entireties (Cust))
JT TEN (= joint tenants with right of survivorship and not as tenants in common)
UNIF GIFT MIN ACT (= under Uniform Gifts to Minors Act )
                                     Additional abbreviations may also be used though not in the above list.

                                                                        11
                                                              ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
   (Print or type assignee’s name, address and zip code)
   (Insert assignee’s soc. sec. or tax I.D. No.)
and irrevocably appoint                        agent to transfer this Security on the books of the Company. The agent may substitute another to
act for him.
      Date:__________                                               Your Signature:________________________________________
Sign exactly as your name appears on the other side of this Security.
In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in
Rule 144 under the Securities Act after the later of the date of original issuance of such Securities and the last date, if any, on which such
Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being transferred in
accordance with its terms:
CHECK ONE BOX BELOW


       (1)           pursuant to an effective registration statement under the Securities Act; or

       (2)           in the United States to a person whom the seller reasonably believes is a “qualified institutional buyer” (as defined in
                      Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A; or

       (3)           outside the United States in an offshore transaction in accordance with Rule 904 under the Securities Act in compliance
                      with Rule 904 under the Securities Act of 1933, as amended; or

       (4)           pursuant to the exemption from registration under the Securities Act provided by Rule 144.
   Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any
   person other than the registered

                                                                          12
  holder thereof; provided , however , that if box (4) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of
  the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such
  transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of
  1933, as amended.
                                                                       Signature
Signature Guarantee:


                       Signature must be guaranteed                           Signature


   Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.

                                                                         13
                                   TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.
      The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

            Dated:__________                                                                       ______________________________

                                                                                       Notice:     To be executed by
                                                                                                   an executive officer

                                                                       14
                                 [TO BE ATTACHED TO GLOBAL SECURITIES]
                   SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
                   The following increases or decreases in this Global Security have been made:


                                                                              Principal amount of      Signature of
                    Amount of decrease           Amount of increase               this Global            authorized
                    in Principal amount          in Principal amount          Security following        signatory of
                       of this Global               of this Global             such decrease or          Trustee or
Date of Exchange          Security                     Security                     increase        Securities Custodian

                                                         15
                                              OPTION OF HOLDER TO ELECT PURCHASE
      If you want to elect to have this Security purchased by the Company pursuant to Section 10.10 of the Indenture, check the box: 
       If you want to elect to have only part of this Security purchased by the Company pursuant to Section 10.10 of the Indenture, state the
amount in principal amount: $___________.


       Dated:__________                                                    Your Signature:

                                                                           (Sign exactly as your name appears on the other side of this
                                                                           Security.)
                                    Signature Guarantee:________________________________________
                                                       (Signature must be guaranteed)
   Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.

                                                                      16
                                                                                                                                        EXHIBIT 2


                                                [FORM OF FACE OF EXCHANGE SECURITY
                                                OR PRIVATE EXCHANGE SECURITY] * / ** /


*/     If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to the Appendix and the attachment from
       such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL SECURITIES] — SCHEDULE OF INCREASES OR DECREASES IN
       GLOBAL SECURITY.”

** /   If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial
       allotment, add the Restricted Securities Legend from Exhibit 1 to the Appendix and replace the Assignment Form included in this
       Exhibit 2 with the Assignment Form included in such Exhibit 1.
                                                        ARISTOTLE HOLDING, INC.
                                                            % SENIOR NOTE DUE


No. __________                                                                               Principal Amount (US)$__________
CUSIP NO. __________
ISIN NO.__________
      Aristotle Holding, Inc., a corporation organized and existing under the laws of the State of Delaware (herein called the “ Company ”,
which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to
Cede & Co., or its registered assigns, the principal sum of __________ United States Dollars (U.S.$ __________) on November 15, 2021 and
to pay interest thereon, from November 21, 2011, or from the most recent Interest Payment Date to which interest has been paid or duly
provided for to but excluding the next Interest Payment Date, which shall be May 15 and November 15 of each year, commencing May 15,
2012, at the per annum rate of 4.750%, or as such rate may be adjusted pursuant to the terms hereof (the “ Security Interest Rate ”), until the
principal hereof is paid or made available for payment.
       The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall
be the day that is 15 days prior to the relevant Interest Payment Date (whether or not a Business Day). Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities not less than
10 days prior to the Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any
automated quotation system or securities exchange on which the Securities may be quoted or listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months. The Company will pay interest on overdue principal at the rate borne by this Security, and it will pay interest on overdue
installments of interest at the same rate to the extent lawful.
      The Place of Payment for this Security will be the corporate trust office of the Trustee at 625 Marquette Avenue, 11th Floor,
Minneapolis, Minnesota 55479, or as otherwise provided in the Indenture, in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private debts. Payments in respect of the Securities represented by a Global
Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by
the Depository. The Company will make all payments in respect of a Definitive Security (including principal, premium and interest) by mailing
a check to the registered address of each Holder thereof as such address appears on the Security Register; provided , however , that payments
on a Definitive Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire

                                                                        2
transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).
     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
       Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

                                                                         3
       IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

                                                       ARISTOTLE HOLDING, INC.

                                                       By:
                                                              Name:
                                                              Title:


Attest:


 By:
          Name:
          Title:

                                                                 4
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated referred to in the within-mentioned Indenture.
Dated:

 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee

 By:
           Authorized Signatory


                                                                         5
                                                     [FORM OF REVERSE OF SECURITY]
       (1) Indenture . This Security is one of a duly authorized issue of securities of the Company designated as its “ 4.750% Senior Notes due
2021 ” (herein called the “ Securities ”), issued under a Third Supplemental Indenture, dated as of November 21, 2011, to an indenture, dated
as of November 21, 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof and herein with the
Third Supplemental Indenture, collectively, the “ Indenture ”), between the Company, the Guarantors and Wells Fargo Bank, National
Association, as Trustee (herein called the “ Trustee ,” which term includes any successor trustee under the Indenture), to which reference is
hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors,
the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The
aggregate principal amount of Initial Securities Outstanding at any time may not exceed $1,250,000,000 in aggregate principal amount, except
for Securities issued, authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to
Sections 3.4, 3.5, 3.6, 9.6 or 11.7 of the Base Indenture and except for any Securities which, pursuant to Section 3.3 of the Base Indenture, are
deemed never to have been authenticated and delivered. The Third Supplemental Indenture pursuant to which this Security is issued provides
that Additional Securities may be issued thereunder, if certain conditions are met. The Initial Securities issued pursuant to the Third
Supplemental Indenture and all Exchange Securities or Private Exchange Securities issued in exchange therefor will be treated as a single class
for all purposes under the Indenture.
     The Indenture contains covenants that limit the ability of the Company and any Restricted Subsidiary to create liens on assets and to
engage in sale/leaseback transactions. The Indenture also contains covenants that limit the ability of the Company and, prior to the
consummation of the Mergers, of Express Scripts to consolidate, merge or transfer all or substantially all of their respective assets. These
covenants are subject to important exceptions and qualifications.
      All terms used in this Security which are defined in the Indenture (including in the Appendix thereto) shall have the meanings assigned to
them in the Indenture. In the event of a conflict or inconsistency between this Security and the Indenture, the provisions of the Indenture shall
govern.
       (2) Optional Redemption . At any time prior to Maturity, the Company may at its option redeem all or a part of the Securities upon not
more than 60 nor less than 30 days prior notice, at a Redemption Price equal to the greater of: (i) 100% of the aggregate principal amount of
any Securities being redeemed, plus accrued and unpaid interest on the Securities to the Redemption Date; or (ii) the sum of the present values
of the remaining scheduled payments of principal of and interest on the Securities to be redeemed (exclusive of unpaid interest accrued thereon
to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year comprised of twelve 30-day
months) at the Treasury Rate plus 45 basis points, plus unpaid interest on the Securities to be redeemed, accrued to the Redemption Date.

                                                                          6
       (3) Mandatory Redemption . Except as provided in Sections 4 and 5 below, the Company is not required to make mandatory redemption
or sinking fund payments with respect to the Securities.
       (4) Special Mandatory Redemption . If for any reason (i) the Mergers are not consummated on or prior to the Special Mandatory
Redemption Triggering Date or (ii) the Merger Agreement is terminated at any time prior thereto, then the Company shall redeem all the
Securities on the Special Mandatory Redemption Date at a price equal to 101% of the aggregate accreted principal amount of such Security,
plus accrued and unpaid interest from the date of original issuance to, but excluding, the Special Mandatory Redemption Date (subject to the
right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).
      (5) Change of Control Triggering Event . In the event of a Change of Control Triggering Event, the Holders may require the Company
to purchase for cash all or a portion of their Securities at a purchase price equal to 101% of the aggregate principal amount of the Securities
repurchased, plus accrued and unpaid interest, if any, pursuant to the provisions of Section 10.10 of the Base Indenture.
       (6) Global Security . If this Security is a Global Security, then the transfer and exchange of this Security or beneficial interests herein
shall be effected through the Depository in accordance with the Indenture (including applicable restrictions on transfer set forth therein, if any)
and the procedures of the Depository therefor. The Security Registrar shall make an adjustment on its records to reflect such deposit or
withdrawal in accordance with the Depository’s Procedures.
       (7) Defaults and Remedies . If an Event of Default with respect to this Security occurs and is continuing, the principal of and any unpaid
premium and interest on (or, if this Security is an Original Issue Discount Security, such portion of the principal amount of such Securities as
may be specified in the terms thereof) all outstanding securities of this series, may be declared due and payable in the manner and with the
effect provided in the Indenture. The Holders of at least a majority in principal amount of the Outstanding Securities may rescind or annul that
acceleration if all Events of Default with respect to the Securities other than the non-payment of accelerated principal have been cured or
waived as provided in the Indenture.
       As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default, and, among other things, the Holders of not less than
25% in aggregate principal amount of the Outstanding Securities shall have made a written request to the Trustee to pursue a remedy in respect
of such Event of Default as Trustee. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of
any amounts due on the Securities on or after the respective due dates expressed herein.
    (8) Discharge and Defeasance . Subject to certain conditions, the Company at any time shall be entitled to terminate some or all of the
Company’s and the Guarantors’

                                                                         7
obligations under the Securities, the Guarantees and the Indenture if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be.
       (9) Amendment, Supplement and Waiver . The Indenture permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any
time by the Company and the Trustee with the written consent of the Holders of at least a majority in aggregate principal amount of the
Outstanding Securities. The provisions relating to the Special Mandatory Redemption set forth in Sections 4.2 and 4.3 of the Third
Supplemental Indenture may not be modified or waived without the written consent of 66 2/3% in aggregate principal amount of the
Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Outstanding Securities, on behalf of the Holders of all such Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security or such
other Security. Certain modifications or amendments to the Indenture require the consent of the Holder of each Outstanding Security affected.
      Notwithstanding any other provision of the Indenture or this Security, the Holder of this Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of and any premium and (subject to Section 3.7 of the Base Indenture) interest on any
such Security on the Stated Maturity date expressed herein (or, in the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.
       (10) Denomination, Registration and Transfer . The Securities are in registered form without coupons in minimum denominations of
$2,000 principal amount and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations
therein set forth, this Security is transferable only upon surrender of this Security for registration of transfer. Upon surrender for registration of
transfer of this Security at the office or agency of the Company in a Place of Payment for this Security, the Company, if the requirements of the
Indenture are met, shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Securities of authorized denominations and of like tenor and aggregate principal amount, and having endorsed thereon a Guarantee
executed by the Guarantors.
      If the requirements of this Indenture are met, then, at the option of the Holder, Securities may be exchanged for other Securities, of any
authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver,
the Securities which the Holder making the exchange is entitled to receive, and having endorsed thereon a Guarantee executed by the
Guarantor. No service charge shall be made for any such registration of transfer or exchange,

                                                                           8
but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
therewith.
      Prior to due presentment of this Security for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the
Company, the Guarantors or the Trustee may treat the Person in whose name such Security is registered as the owner thereof for all purposes,
whether or not such Security be overdue, and none of the Company, the Guarantors or the Trustee or other such agent shall be affected by
notice to the contrary.
       (11) Guarantee . Payment of this Security is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have
become and continue to be Guarantors pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and
their Guarantees under the circumstances specified under the Indenture.
      (12) No Recourse Against Others. None of the Company’s or any Guarantor’s past, present or future directors, officers, employees or
shareholders, as such, shall have any liability for any of the Company’s or any Guarantor’s obligations under the Indenture or the Securities or
for any claim based on, or in respect or by reason of, such obligations or their creation. By accepting a Security, each Holder waives and
releases all such liability. This waiver and release is part of the consideration for the issuance of the Securities.
       (13) [Holders’ Compliance with Registration Rights Agreement. Each Holder, by acceptance hereof, acknowledges and agrees to the
provisions of the Registration Rights Agreement in respect of this Security, including the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided therein.] 1
    (14) Governing Law . THE INDENTURE, THIS SECURITY AND ANY GUARANTEE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
       The Company will furnish to any Holder upon written request and without charge to the Securityholder a copy of the Indenture which
has in it the text of this Security in larger type. Requests may be made to:
Aristotle Holding, Inc.
One Express Scripts Way
St. Louis, Missouri 63121


                                                              ABBREVIATIONS
       The following abbreviations, when used in the inscription of the face of this Security, shall be construed as though they were written out
in full according to applicable laws or regulations:


1     Delete if this is not a Private Exchange Security.

                                                                         9
TEN COM (= tenant in common)
TEN ENT (= tenants by the entireties (Cust))
JT TEN (= joint tenants with right of survivorship and not as tenants in common)
UNIF GIFT MIN ACT (= under Uniform Gifts to Minors Act )
      Additional abbreviations may also be used though not in the above list.

                                                                       10
                                                               ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
   (Print or type assignee’s name, address and zip code)
   (Insert assignee’s soc. sec. or tax I.D. No.)
and irrevocably appoint                        agent to transfer this Security on the books of the Company. The agent may substitute another to act
for him.


               Date:__________                                              Your Signature:_________________________

Sign exactly as your name appears on the other side of this Security.

                                                                          11
                                              OPTION OF HOLDER TO ELECT PURCHASE
      If you want to elect to have this Security purchased by the Company pursuant to Section 10.10 of the Indenture, check the box: 
       If you want to elect to have only part of this Security purchased by the Company pursuant to Section 10.10 of the Indenture, state the
amount in principal amount: $__________.

     Dated:__________                                                                   Your Signature:____________________

                                                                                        (Sign exactly as your name appears on the other side of
                                                                                        this Security.)
                                    Signature Guarantee:________________________________________
                                                       (Signature must be guaranteed)
      Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which
requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                                                      12
                                                                                                                                      EXHIBIT 3
      FORM OF GUARANTEE
       For value received, each of the Guarantors (which term includes any successor Person under the Indenture) has jointly and severally and
fully and unconditionally guaranteed, to the extent set forth in the Indenture, among the Company, the Guarantors and the Trustee and subject
to the provisions in the Indenture, (a) the due and punctual payment in full when due of the principal of, premium, if any, and interest on the
Securities and all other amounts due and payable under the Indenture and the Securities by the Company and (b) in case of any extension of
time of payment or renewal of any Obligations (with or without notice to the Guarantor), that the same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth
in Article XIII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee, including provisions for
the release thereof. Each Holder of a Security, by accepting the same, (a) agrees to and shall be bound by such provisions and (b) appoints the
Trustee attorney-in-fact of such Holder for the purpose of such provisions.

                                                              [NAME OF GUARANTOR(S)]

                                                              By:
                                                                     Name:
                                                                     Title:                                                  ]
                                                Exhibit 4.5

                                          EXECUTION COPY




    FOURTH SUPPLEMENTAL INDENTURE
        Dated as of November 21, 2011
          Supplementing that Certain
                INDENTURE
        Dated as of November 21, 2011



                   Among
        ARISTOTLE HOLDING, INC.,
     THE GUARANTORS PARTY HERETO
                     and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
                  as Trustee



      6.125% SENIOR NOTES DUE 2041
       This Fourth Supplemental Indenture, dated as of November 21, 2011 (the “Fourth Supplemental Indenture ”), among Aristotle Holding,
Inc., a corporation organized and existing under the laws of the State of Delaware, having its principal office at One Express Way, St. Louis,
Missouri (herein called the “ Company ”), the Guarantors party hereto and Wells Fargo Bank, National Association, a national banking
association, as Trustee hereunder (herein called the “ Trustee ”), supplements that certain Indenture, dated as of November 21, 2011, among the
Company, the Guarantors and the Trustee (the “ Base Indenture ” and, together with this Fourth Supplemental Indenture, the “ Indenture ”).


                                                      RECITALS OF THE COMPANY
       A. The Company, the Guarantors and the Trustee have entered into the Base Indenture, which provides for the issuance from time to time
of the Company’s unsecured debentures, notes, or other evidences of indebtedness to be issued in one or more series as provided for in the Base
Indenture.
      B. The Base Indenture provides that the Securities of each series shall be in substantially the form set forth in the Base Indenture, or in
such other form as may be established by or pursuant to a Board Resolution and set forth in an Officers’ Certificate or in one or more
supplemental indentures thereto, in each case with such appropriate insertions, omissions, substitutions, and other variations as are required or
permitted by the Indenture, and may have notations, legends or endorsements required by law, stock exchange or automated quotation system
on which the Securities may be listed, quoted or designated for issuance, agreements to which the Company is subject, if any, or usage or as
may, consistent therewith, be determined by the officers executing such Securities, as evidenced by their execution thereof.
       C. The Company and the Trustee have agreed that the Company shall issue and deliver, and the Trustee shall authenticate, a new series
of Securities to be known as the “6.125% Senior Notes due 2041” pursuant to the terms of this Fourth Supplemental Indenture and substantially
in the form set forth in Appendix A hereto (together with the Exhibits thereto, the “ Appendix ”), in each case with such appropriate insertions,
omissions, substitutions, and other variations as are required or permitted by the Indenture, and with such notations, legends or endorsements
required by law, stock exchange or automated quotation system on which the Securities may be listed, quoted or designated for issuance,
agreements to which the Company is subject, if any, or usage or as may, consistent herewith, be determined by the officers executing such
Securities, as evidenced by their execution of such Securities.
                                                                   ARTICLE I
                                                              Issuance of Securities
      SECTION 1.1. Issuance of Securities; Principal Amount; Maturity; Title.
       (1) On November 21, 2011, the Company shall issue and deliver to the Trustee, and the Trustee shall authenticate, the Initial Securities
substantially in the form set forth in the Appendix, in each case with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by the Indenture, and with such notations, legends or endorsements required by law, stock exchange or automated
quotation system on which the Securities may be listed, quoted or designated for issuance, agreements to which the Company is subject, if any,
or usage or as may, consistent herewith, be determined by the officers executing such Securities, as evidenced by their execution of such
Securities.
       (2) Pursuant to the terms hereof and Section 3.1 of the Base Indenture, the Company hereby creates a series of Securities designated as
the “6.125% Senior Notes due 2041” of the Company (including both the Initial Securities and any Additional Securities (as defined below),
the “ Securities ”), which Securities shall be deemed “Securities” for all purposes under the Indenture.
       (3) The Initial Securities to be issued pursuant to this Fourth Supplemental Indenture shall be issued in the aggregate principal amount of
$700,000,000 and shall mature on November 15, 2041 unless the Securities are redeemed prior to that date as described in Sections 4.1 or 4.2
of this Fourth Supplemental Indenture. The aggregate principal amount of Initial Securities Outstanding at any time may not exceed
$700,000,000, except for Securities issued, authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.7 of the Base Indenture and except for any Securities which, pursuant to Section 3.3 of
the Base Indenture, are deemed never to have been authenticated and delivered; provided that the Company may without the consent of the
Holders, issue additional Securities hereunder as part of the same series and on the same terms and conditions (except for the issue date, issue
price and, in some cases, the first Interest Payment Date) (and having the same Guarantors) as the Initial Securities (“ Additional Securities ”).
      (4) The Securities shall be issued only in fully registered form without coupons in minimum denominations of $2,000 and any integral
multiple of $1,000.
      SECTION 1.2. Interest.
      (1) Interest on a Security will accrue at the per annum rate of 6.125% (the “ Security Interest Rate ”), from and including the date
specified on the face of such Security until the principal thereof is paid, deemed paid, or made available for payment and, in each case, will be
paid on the basis of a 360-day year comprised of twelve 30-day months.
      (2) The Company shall pay interest on the Securities semi-annually in arrears on November 15 and May 15 of each year (each, an “
Interest Payment Date ”), commencing May 15, 2012.
     (3) Interest shall be paid on each Interest Payment Date to the registered Holders of the Securities after the close of business on the
Regular Record Date.
       (4) The Place of Payment for this Security shall be the corporate trust office of the Trustee at 625 Marquette Avenue, 11th Floor,
Minneapolis, Minnesota 55479. Notwithstanding the foregoing, (i) payments in respect of the Securities represented by a Global Security
(including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by the
Depository and (ii) the Company will make all payments in respect of a Definitive Security (including principal, premium and interest) by
mailing a check to the registered address of each Holder thereof as such address appears in the Security Register; provided , however , that
payments on a Definitive Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United
States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such
account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its
discretion).
      (5) Neither the Company nor the Trustee shall impose any service charge for any transfer or exchange of a Security. However, the
Company may ask Holders of the Securities to pay any taxes or other governmental charges in connection with a transfer or exchange of
Securities.
      (6) If any Interest Payment Date, Maturity Date or Redemption Date falls on a day that is not a Business Day in the City of New York,
the Company will make the required payment of principal, premium, if any, and/or interest on the next succeeding Business Day as if it were
made on the date payment was due, and no interest will accrue on the amount so payable for the period from and after that Interest Payment
Date, the Maturity Date or earlier Redemption Date, as the case may be, to such next succeeding Business Day.
      SECTION 1.3. Additional Interest.
      The Company is party to a Registration Rights Agreement, dated as of November 21, 2011, among the Company, the Guarantors and the
representatives of the Initial Purchasers named therein, pursuant to which it is obligated to pay additional interest on the Securities upon the
occurrence of certain events specified in the Registration Rights Agreement.
      Subject to the provisions of the Registration Rights Agreement, if a Registration Default (as defined in the Registration Rights
Agreement) occurs, additional interest will accrue on this Security from and including the date on which such Registration Default occurs to
but excluding the date on which all such Registration
Defaults have been cured or the Securities cease to be Transfer Restricted Securities (as defined in the Registration Rights Agreement),
whichever is earlier, at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default,
and such rate will increase by 0.25% per annum on the 91st day following the occurrence of such Registration Default (provided that the
maximum additional interest rate during the initial 90-day period shall be 0.25% per annum and the maximum additional interest rate thereafter
shall be 0.50% per annum, in each case regardless of the number of Registration Defaults that have occurred and are continuing). The
Company will pay such additional interest on regular Interest Payment Dates.
      SECTION 1.4. Relationship with Base Indenture.
      The terms and provisions contained in the Base Indenture will constitute, and are hereby expressly made, a part of this Fourth
Supplemental Indenture. However, to the extent any provision of the Base Indenture conflicts with the express provisions of this Fourth
Supplemental Indenture, the provisions of this Fourth Supplemental Indenture will govern and be controlling; provided , however , that the
forms and provisions of this Fourth Supplemental Indenture modify and amend the terms of the Base Indenture only with respect to the
Securities.


                                                                  ARTICLE II
                                            Definitions and Other Provisions of General Application
      SECTION 2.1. Definitions.
       The terms defined in this Section 2.1 (except as herein otherwise expressly provided or unless the context of this Fourth Supplemental
Indenture otherwise requires) for all purposes of this Fourth Supplemental Indenture and of any indenture supplemental hereto have the
respective meanings specified in this Section 2.1. All other terms used in this Fourth Supplemental Indenture that are defined in the Base
Indenture or the Trust Indenture Act, either directly or by reference therein (except as herein otherwise expressly provided or unless the context
of this Fourth Supplemental Indenture otherwise requires), have the respective meanings assigned to such terms in the Base Indenture or the
Trust Indenture Act, as the case may be, as in force at the date of this Fourth Supplemental Indenture as originally executed; provided that any
term that is defined in both the Base Indenture and this Fourth Supplemental Indenture shall have the meaning assigned to such term in this
Fourth Supplemental Indenture.
      “ Additional Securities ” has the meaning specified in Section 1.1(3).
      “ Appendix ” has the meaning specified in the recitals to this Fourth Supplemental Indenture.
      “ Comparable Treasury Issue ” means the United States Treasury security or securities selected by an Independent Investment Banker as
having an actual or interpolated maturity comparable to the remaining term of the Securities that would be utilized, at the time of selection and
in accordance with customary financial practice, in
pricing new issues of corporate debt securities of a comparable maturity to the remaining term of the Securities.
      “ Comparable Treasury Price ” means with respect to any Redemption Date: (i) the average of five Reference Treasury Dealer
Quotations for the Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee
obtains fewer than five Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations for the Redemption
Date so obtained.
      “ Definitive Security ” has the meaning specified in Section 1.1 of the Appendix.
      “ Exchange Securities ” has the meaning specified in Section 1.1 of the Appendix.
    “ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the
Company.
      “ Initial Purchaser ” has the meaning specified in Section 1.1 of the Appendix.
     “ Initial Securities ” means Securities in an aggregate principal amount of up to $700,000,000 initially issued under this Fourth
Supplemental Indenture in accordance with Section 1.1(3).
      “ Interest Payment Date ” has the meaning specified in Section 1.2(2).
      “ Maturity Date ” means November 15, 2041.
      “ Private Exchange Securities ” has the meaning specified in Section 1.1 of the Appendix.
       “ Reference Treasury Dealer ” means each of Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. (in each case, or
their Affiliates) and three other primary United States government securities dealers selected by the Company, and each of their respective
successors; provided that if any of the aforementioned Reference Treasury Dealers resigns, then the respective successor will be a primary
United States government securities dealer in The City of New York selected by the Company.
       “ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average,
as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Trustee by such Reference Treasury Dealer at approximately 3:30 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
      “ Registration Rights Agreement ” has the meaning set forth in Section 1.1 of the Appendix.
       “ Regular Record Date ” for interest payable in respect of any Security on any Interest Payment Date means the day that is 15 days prior
to the relevant Interest Payment Date (whether or not a Business Day).
      “ Security Interest Rate ” has the meaning specified in Section 1.2(1).
      “ Securities ” has the meaning specified in Section 1.1(2).
      “ Special Mandatory Redemption Date ” means the earlier to occur of (i) the 20th day (or if such day is not a Business Day, the first
Business Day thereafter) following the Special Mandatory Redemption Triggering Date, if the Mergers have not been completed on or prior to
the Special Mandatory Redemption Triggering Date, or (ii) the 30th day (or if such day is not a Business Day, the first Business Day thereafter)
following the termination of the Merger Agreement for any reason.
      “ Special Mandatory Redemption Notice ” has the meaning set forth in Section 4.3 hereto.
      “ Special Mandatory Redemption Price ” has the meaning set forth in Section 4.2 hereto.
       “ Special Mandatory Redemption Triggering Date ” means April 20, 2012; provided that such date may be extended by the Company on
one or more occasions to a date not later than July 20, 2012, in the event the conditions set forth in Sections 6.1(c), 6.1(e) or 6.2(d) of the
Merger Agreement have not been satisfied or waived by the fifth Business Day (as defined in the Merger Agreement) prior to April 20, 2012;
provided , further , that such extended date may be further extended by the Company on one or more occasions to a date not later than
October 22, 2012, in the event that the conditions set forth in Sections 6.1(c), 6.1(e) or 6.2(d) of the Merger Agreement have not been satisfied
or waived by the fifth Business Day (as defined in the Merger Agreement) prior to the initially extended date; provided , however , that, in any
case, (x) the Special Mandatory Redemption Triggering Date shall only be extended if and when the Outside Date (as defined in the Merger
Agreement) is extended pursuant to Section 7.1(b)(ii) of the Merger Agreement, and the Special Mandatory Redemption Triggering Date, as so
extended, shall be the same date as the Outside Date, as so extended, and (y) if the Special Mandatory Redemption Triggering Date is extended
in accordance with the foregoing, the term “Special Mandatory Redemption Triggering Date” shall mean such date as so extended.
      “ Treasury Rate ” means, with respect to any Redemption Date, the rate per year equal to the semiannual equivalent yield to maturity or
interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.
                                                                   ARTICLE III
                                                                   Security Forms
      SECTION 3.1. Form Generally.
       (1) Provisions relating to the Initial Securities, the Exchange Securities and the Private Exchange Securities are set forth in the Appendix,
which is hereby incorporated in, and expressly made part of, this Indenture. The Initial Securities and the Trustee’s certificate of authentication
with respect thereto shall be substantially in the form of Exhibit 1 to the Appendix. The Exchange Securities and the Private Exchange
Securities and the Trustee’s certificate of authentication with respect thereto shall be substantially in the form of Exhibit 2 to the Appendix. The
Securities may have notations, legends or endorsements required by law, stock exchange or automated quotation system on which the
Securities may be listed, quoted or designated for issuance, agreements to which the Company is subject, if any, or usage or as may, consistent
herewith, be determined by the officers executing such Securities (execution thereof to be conclusive evidence of such approval). Each Security
shall be in fully registered form and shall be dated the date of its authentication. The terms of the Securities set forth in the Appendix are part of
the terms of this Fourth Supplemental Indenture. The Guarantees shall be in substantially the form set forth in Exhibit 3 to the Appendix.
      (2) The Securities shall be printed, lithographed, typewritten or engraved or produced by any combination of these methods or may be
produced in any other manner permitted by the rules of any automated quotation system or securities exchange (including on steel engraved
borders if so required by any automated quotation system or securities exchange upon which the Securities may be quoted or listed) on which
the Securities may be quoted or listed, as the case may be, all as determined by the officers executing such Securities, as evidenced by their
execution thereof.


                                                                   ARTICLE IV
                                                             Redemption of Securities
      SECTION 4.1. Optional Redemption.
      The Company may, at its option, redeem the Securities, in whole or from time to time in part, prior to the Maturity Date at a Redemption
Price equal to the greater of: (i) 100% of the aggregate principal amount of Securities to be redeemed, plus accrued and unpaid interest on the
Securities to the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal of and interest on the
Securities to be redeemed (exclusive of unpaid interest accrued thereon to the Redemption Date) discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year comprised of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus unpaid interest
on the Securities to be redeemed, accrued to the Redemption Date.
      SECTION 4.2. Special Mandatory Redemption.
       If for any reason (i) the Mergers are not consummated on or prior to the Special Mandatory Redemption Triggering Date or (ii) the
Merger Agreement is terminated at any time prior thereto, then the Company shall redeem all the Securities on the Special Mandatory
Redemption Date at a price equal to 101% of the aggregate accreted principal amount of the Securities, plus accrued and unpaid interest from
the date of original issuance to, but excluding, the Special Mandatory Redemption Date (the “ Special Mandatory Redemption Price ”) (subject
to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).
      SECTION 4.3. Special Mandatory Redemption Procedures.
      (1) Notice of redemption pursuant to Section 4.2 (a “ Special Mandatory Redemption Notice ”) shall be mailed, with a written copy to
the Trustee, by first class mail, postage prepaid, within 10 Business Days after the occurrence of the event triggering redemption to each Holder
of Securities at such Holder’s address as shown in the Security Register. Failure to give notice by mailing in the manner herein provided to
such Holder, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other
Securities.
      All Special Mandatory Redemption Notices shall state:
      (i) the Special Mandatory Redemption Date;
      (ii) the Special Mandatory Redemption Price;
      (iii) that on the Special Mandatory Redemption Date the Special Mandatory Redemption Price will become due and payable with respect
to each Security;
      (iv) the place or places where such Securities are to be surrendered for payment of the Special Mandatory Redemption Price;
      (v) the CUSIP, ISIN or Common Code numbers of such Securities, if any (or any other numbers used by the Depositary to identify such
Securities); and
      (vi) if funds sufficient to pay the Special Mandatory Redemption Price of all Securities to be redeemed on the Special Mandatory
Redemption Date are deposited with the Paying Agent on or before such Special Mandatory Redemption Date, that such Securities shall cease
to bear interest on and after such Special Mandatory Redemption Date.
      (2) Each Special Mandatory Redemption Notice having been given as aforesaid, the Securities shall, on the Special Mandatory
Redemption Date, become due and payable at the Special Mandatory Redemption Price therein specified. If funds sufficient to pay the Special
Mandatory Redemption Price of all Securities to be redeemed on the Special Mandatory Redemption Date are deposited with the Paying Agent
on or before such Special Mandatory Redemption Date, the Securities shall cease
to bear interest on and after such Special Mandatory Redemption Date (unless the Company shall default on the payment of the Special
Mandatory Redemption Price). Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid
by the Company at the Special Mandatory Redemption Price; provided, however, that installments of interest whose Interest Payment Date is
on or prior to the Special Mandatory Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Regular Record Date according to their terms and the provisions of
Section 3.7 of the Indenture.
       (3) If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof shall, until paid,
bear interest from the Special Mandatory Redemption Date at the rate borne by the Security.


                                                                   ARTICLE V
                                                                     Remedies
      SECTION 5.1. Events of Default.
      With respect to the Securities, Section 5.1 of the Base Indenture is hereby amended to add the following as Section 5.1(9):
      (i) the Company fails to timely deliver a Special Mandatory Redemption Notice when required.


                                                                   ARTICLE VI
                                                               Reports by Company
      SECTION 6.1. Reports by Express Scripts or the Company.
      With respect to the Securities, Section 7.4 of the Base Indenture is hereby amended to add the following paragraph to the end of such
Section:
       In addition, prior to the consummation of the Mergers, Express Scripts and, following the consummation of the Mergers, the Company,
shall furnish, at the Company’s expense, to the Holders and prospective Holders, upon the requests of such Holders, any information required
to be delivered pursuant to Rule 144A(d)(4) (or any successor provision) under the Securities Act so long as any Securities are not freely
transferable under the Securities Act.
                                                                  ARTICLE VII
                                                            Supplemental Indentures
      SECTION 7.1. Supplemental Indentures Without Consent of Holders.
      Section 9.1 of the Base Indenture shall not be applicable to the Securities.
     Without seeking the consent of any Holders, the Company, together with the Trustee, at any time and from time to time, may modify and
amend the Base Indenture, this Fourth Supplemental Indenture and the terms of the Securities to:
      (1) allow the Company’s or any Guarantor’s successor (or successive successors) to assume the Company’s or such Guarantor’s
obligations under the Base Indenture, this Fourth Supplemental Indenture and the Securities pursuant to the provisions under Article VIII or
Section 13.15 of the Base Indenture;
      (2) add to the covenants of the Company for the benefit of the Holders of the Securities or to surrender any right or power herein
conferred upon the Company under this Fourth Supplemental Indenture, the Base Indenture or the Securities;
      (3) add any additional Events of Default;
      (4) secure the Securities;
      (5) provide for a successor Trustee with respect to the Securities and add to or change any of the provisions of the Base Indenture as shall
be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of
Section 6.11 of the Base Indenture;
      (6) add or release a Guarantor as required or permitted by the Indenture;
      (7) cure any ambiguity, defect or inconsistency;
       (8) amend the provisions of the Base Indenture or this Fourth Supplemental Indenture relating to the transfer or legending of the
Securities; provided that (i) compliance with the Base Indenture or this Fourth Supplemental Indenture as so amended would not result in
Securities being transferred in violation of the Securities Act or any other applicable securities law and (ii) such amendment does not adversely
affect the interests of the Holders of the Securities or owners of beneficial interests in Securities; or
     (9) make any other amendment or supplement to the Base Indenture, this Fourth Supplemental Indenture or the Securities, as long as that
amendment or supplement does not adversely affect the interests of the Holders of any Securities in any material respect (to be evidenced by an
Opinion of Counsel).
      No amendment to cure any ambiguity, defect or inconsistency in the Base Indenture, this Fourth Supplemental Indenture or the Securities
made solely to conform to the provisions of the Base Indenture, this Fourth Supplemental Indenture or the Securities to any description of the
Securities in the offering circular therefor, to the extent that such provision in the offering circular was intended to be a verbatim recitation of a
provision of the Base Indenture, this Fourth Supplemental Indenture or the Securities, shall be deemed to adversely affect the interests of the
Holders of any Securities.
      SECTION 7.2. Supplemental Indentures With Consent of Holders.
      Section 9.2 of the Base Indenture shall not be applicable to the Securities.
       The Company, together with the Trustee, may modify and amend this Fourth Supplemental Indenture, the Base Indenture and the terms
of the Securities with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities;
provided that no modification or amendment may, without the consent of each affected Holder of each Security:
      (1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver;
      (2) change the Stated Maturity of the principal of, or any installment of or interest on, the Securities;
      (3) reduce the principal amount of, or any premium, if any, or rate of interest on, the Securities;
      (4) reduce any amount payable upon the redemption of the Securities or, except as expressly provided elsewhere herein, change the time
at which the Securities may be redeemed pursuant to Section 4.1 hereof;
     (5) change any Place of Payment where, or the currency in which, any principal of, or premium, if any, or interest on, the Securities are
payable;
      (6) impair the right of any Holder of a Security to receive payment of principal of and interest on such Holder’s Security on or after the
Stated Maturity or Redemption Date or to institute suit for the enforcement of any payment on, or with respect to, any Security on or after the
Stated Maturity or Redemption Date;
      (7) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for modification or
amendment of the Base Indenture or this Fourth Supplemental Indenture, for waiver of compliance with certain provisions of the Base
Indenture or this Fourth Supplemental Indenture or waiver of certain Defaults;
       (8) release any Guarantor from any of its obligations under its Guarantee or the Base Indenture or this Fourth Supplemental Indenture
other than in accordance with the terms thereof or hereof; or
      (9) modify any of the above provisions.
       Any modification or amendment to, or waiver of, the provisions of this Fourth Supplemental Indenture and the terms of the Securities
that relate to the Special Mandatory Redemption set forth in Sections 4.2 or 4.3 shall require the written consent of the Holders of at least 66
2/3% in aggregate principal amount of the Outstanding Securities. In addition, any modification or amendment to, or waiver of, the provisions
in the Indenture and the terms of the Securities that relate to the items set forth in Section 10.10 of the Base Indenture shall require the written
consent of at least a majority in principal amount of the Outstanding Securities.
        In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Securities may, on behalf of the Holders
of all the Securities, waive any past default under the Base Indenture or this Fourth Supplemental Indenture and its consequences, except a
default in the payment of the principal of, or premium, if any, or interest on, any Securities or in respect of a covenant or provision that under
the Base Indenture or this Fourth Supplemental Indenture cannot be modified or amended without the consent of each Holder. In addition, the
Holders of at least a majority in aggregate principal amount of the Outstanding Securities may, on behalf of the Holders of all Securities, waive
compliance with the Company’s covenants described under Sections 10.8 and 10.9 of the Indenture.


                                                                  ARTICLE VIII
                                                                   Miscellaneous.
      SECTION 8.1. Governing Law; Waiver of Jury Trial
     THIS FOURTH SUPPLEMENTAL INDENTURE, THE GUARANTEES AND THE SECURITIES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY
AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
FOURTH SUPPLEMENTAL INDENTURE, THE GUARANTEES, THE SECURITIES OR THE TRANSACTION
CONTEMPLATED HEREBY.
      SECTION 8.2. Supplemental Indenture May be Executed in Counterparts.
      This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Fourth
Supplemental Indenture and of signature pages by facsimile or PDF
transmission shall constitute effective execution and delivery of this Fourth Supplemental Indenture as to the parties hereto and may be used in
lieu of the original Fourth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be
deemed to be their original signatures for all purposes.
      SECTION 8.3. Separability Clause.
      In case any provision in this Indenture or in 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.
    IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed all as of the day and year
first above written.


                                                      [Signature Pages To Follow]
    ARISTOTLE HOLDING, INC.

    By:    /s/ George Paz
           Name:      George Paz
           Title:     Chairman, Chief Executive Officer
                      and President

    EXPRESS SCRIPTS, INC.


    By:    /s/ George Paz
           Name:      George Paz
           Title:     Chairman, Chief Executive Officer
                      and President

    AIRPORT HOLDINGS, LLC
    ESI REALTY, LLC
    By: Express Scripts, Inc., as sole Member

    By:    /s/ George Paz
           Name:      George Paz
           Title:     Chairman, Chief Executive Officer
                      and President

[Fourth Supplemental Indenture]
    BYFIELD DRUG, INC.
    CARE CONTINUUM, INC.
    CFI OF NEW JERSEY, INC.
    CHESAPEAKE INFUSION, INC.
    CONNECTYOURCARE COMPANY LLC
    CONNECTYOURCARE, LLC
    CURASCRIPT PBM SERVICES INC.
    DIVERSIFIED PHARMACEUTICAL SERVICES, INC.
    ESI ACQUISITION, INC.
    ESI CLAIMS, INC.
    ESI ENTERPRISES, LLC
    ESI MAIL ORDER PROCESSING, INC.
    EXPRESS SCRIPTS CANADA HOLDING CO.
    EXPRESS SCRIPTS PHARMACEUTICAL
    PROCUREMENT, LLC
    EXPRESS SCRIPTS SALES DEVELOPMENT CO.
    FRECO, INC.
    FREEDOM SERVICE COMPANY, LLC
    HEALTHBRIDGE, INC.
    HEALTHBRIDGE REIMBURSEMENT AND
     PRODUCT SUPPORT, INC.
    iBIOLOGIC, INC.
    IVTX, INC.
    LYNNFIELD COMPOUNDING CENTER, INC.
    LYNNFIELD DRUG, INC.
    MATRIX GPO LLC
    NATIONAL PRESCRIPTION ADMINISTRATORS, INC.
    PRIORITY HEALTHCARE CORPORATION
    PRIORITY HEALTHCARE CORPORATION WEST
    PRIORITY HEALTHCARE DISTRIBUTION, INC.
    PRIORITY HEALTHCARE PHARMACY, INC.
    PRIORITYHEALTHCARE.COM, INC.
    SINUSPHARMACY, INC.
    SPECIALTY INFUSION PHARMACY, INC.
    SPECTRACARE, INC.
    SPECTRACARE HEALTH CARE VENTURES, INC.
    SPECTRACARE INFUSION PHARMACY, INC.
    VALUE HEALTH, INC.
    YOURPHARMACY.COM, INC.

    By:    /s/ Keith J. Ebling
           Name:        Keith J. Ebling
           Title:       Vice President

[Fourth Supplemental Indenture]
    CURASCRIPT, INC.
    ESI MAIL PHARMACY SERVICE, INC.
    EXPRESS SCRIPTS SPECIALTY DISTRIBUTION
     SERVICES, INC.
    EXPRESS SCRIPTS UTILIZATION MANAGEMENT
    CO.
    MOORESVILLE ON-SITE PHARMACY, LLC

    By:    /s/ Patrick McNamee
           Name:       Patrick McNamee
           Title:      President

[Fourth Supplemental Indenture]
    ESI-GP HOLDINGS, INC.
    ESI RESOURCES, INC.

    By:    /s/ Tom Rocheford
           Name:     Tom Rocheford
           Title:    President

    ESI PARTNERSHIP

    By:    Express Scripts, Inc., as Partner

    By:    /s/ Martin P. Akins
           Name:       Martin P. Akins
           Title:      Vice President and Deputy General Counsel

    By :   ESI-GP Holdings, Inc., as Partner

    By:    /s/ Tom Rocheford
           Name:     Tom Rocheford
           Title:    President

[Fourth Supplemental Indenture]
    SPECTRACARE OF INDIANA
    By: Spectracare, Inc., as Partner

    By:    /s/ Keith J. Ebling
           Name:        Keith J. Ebling
           Title:       Vice President

    By: Care Continuum, Inc., as Partner

    By:    Keith J. Ebling
           Name:      Keith J. Ebling
           Title:     Vice President

    EXPRESS SCRIPTS MSA, LLC
    EXPRESS SCRIPTS WC, INC.

    By:    /s/ Edward Ignaczak
           Name:      Edward Ignaczak
           Title:     President

    EXPRESS SCRIPTS SENIOR CARE, INC.
    EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC.


    By:    /s/ George Paz
           Name:      George Paz
           Title:     President

    EXPRESS SCRIPTS CANADA HOLDING, LLC

    By:    /s/ Keith J. Ebling
           Name:        Keith J. Ebling
           Title:       Vice President


[Fourth Supplemental Indenture]
    Wells Fargo Bank, National Association,
    As Trustee

    By:    /s/ Richard H. Prokosch
           Name:       Richard H. Prokosch
           Title:      Vice President

[Fourth Supplemental Indenture]
                                                                                                       RULE 144A/REGULATION S APPENDIX


                                             PROVISIONS RELATING TO INITIAL SECURITIES,
                                                   PRIVATE EXCHANGE SECURITIES
                                                     AND EXCHANGE SECURITIES
   1. Definitions
    1.1 Definitions
   For the purposes of this Appendix the following terms shall have the meanings indicated below:
      “ Applicable Procedures ” means, with respect to any transfer or transaction prior to the expiration of the Restricted Period and involving
a Regulation S Global Security or beneficial interest therein, the rules and procedures of the Depository for such a transfer or transaction, to the
extent applicable and as in effect from time to time.
     “ Definitive Security ” means a certificated Initial Security or Exchange Security or Private Exchange Security bearing, if required, the
appropriate restricted securities legend set forth in Section 2.3(e).
      “ Depository ” means The Depository Trust Company, its nominees and their respective successors.
      “ Exchange Securities ” means any securities issued pursuant to the Indenture in connection with a Registered Exchange Offer pursuant
to a Registration Rights Agreement.
       “ Initial Purchaser ” means with respect to each issuance of Initial Securities, the Persons purchasing such Initial Securities under the
related Purchase Agreement.
      “ Initial Securities ” means any securities other than Exchange Securities and Private Exchange Securities issued pursuant to the
Indenture.
      “ Issue Date ” means the date on which Initial Securities are issued pursuant to a supplemental indenture to the Base Indenture or an
Officers’ Certificate pursuant to Section 3.1 of the Base Indenture.
      “ Private Exchange ” means the offer by the Company, pursuant to a Registration Rights Agreement, to the Initial Purchaser to issue and
deliver to the Initial Purchaser, in exchange for the Initial Securities held by the Initial Purchaser as part of its initial distribution, a like
aggregate principal amount of Private Exchange Securities.
      “ Private Exchange Securities ” means any securities issued in connection with a Private Exchange.
     “ Purchase Agreement ” means with respect to each issuance of Initial Securities, the purchase agreement or underwriting agreement
among the Company, the Guarantors and the Persons purchasing such Securities.
      “ QIB ” means a “qualified institutional buyer” as defined in Rule 144A.
       “ Registered Exchange Offer ” means an offer by the Company, pursuant to a Registration Rights Agreement, to certain Holders of Initial
Securities, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of Exchange Securities
registered under the Securities Act.
      “ Registration Rights Agreement ” means, with respect to each issuance of Securities issued in a transaction exempt from the registration
requirements of the Securities Act, the registration rights agreement, if any, among the Company, the Guarantors and the Persons purchasing
such Securities under the related Purchase Agreement.
       “ Restricted Period ” means, with respect to any Securities, the period of 40 consecutive days beginning on and including the later of
(i) the day on which such Securities are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act) in
reliance on Regulation S and (ii) the issue date with respect to such Securities.
      “ Rule 144A Securities ” means all Securities offered and sold to QIBs in reliance on Rule 144A.
      “ Securities Act ” means the Securities Act of 1933, as amended.
      “ Securities Custodian ” means the custodian with respect to a Global Security (as appointed by the Depository), or any successor Person
thereto and shall initially be the Trustee.
        “ Shelf Registration Statement ” means the shelf registration statement filed by the Company in connection with the offer and sale of
Initial Securities or Private Exchange Securities pursuant to a Registration Rights Agreement.
       “ Transfer Restricted Securities ” means Securities that bear or are required to bear the legend relating to restrictions on transfer relating
to the Securities Act set forth in Section 2.3(e) hereto.

                                                                           2
   1.2 Other Definitions

                                                                                                                                            Defined in
Term                                                                                                                                         Section:
“Agent Members”                                                                                                                                 2.1 (b)
“Clearstream, Luxembourg”                                                                                                                       2.1 (a)
“Euroclear”                                                                                                                                     2.1 (a)
“Global Securities”                                                                                                                             2.1 (a)
“Regulation S”                                                                                                                                  2.1 (a)
“Regulation S Global Security”                                                                                                                  2.1 (a)
“Regulation S Permanent Global Security”                                                                                                        2.1 (a)
“Regulation S Temporary Global Security”                                                                                                        2.1 (a)
“Restricted Securities Legend”                                                                                                                  2.3 (e)
“Rule 144A”                                                                                                                                     2.1 (a)
“Rule 144A Global Security”                                                                                                                     2.1 (a)
   2. The Securities.
   2.1 (a) Form and Dating. The Initial Securities were offered and sold by the Company pursuant to a Purchase Agreement. The Initial
Securities will be resold initially only to (i) QIBs in reliance on Rule 144A under the Securities Act (“ Rule 144A ”) and (ii) in offshore
transactions to Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S under the Securities Act (“
Regulation S ”). Initial Securities may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to
the restrictions on transfer set forth herein. Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or
more securities in registered, global form (collectively, the “ Rule 144A Global Security ”); and Initial Securities initially resold pursuant to
Regulation S shall be issued initially in the form of one or more temporary securities in registered, global form (collectively, the “ Regulation S
Temporary Global Security ”), in each case without interest coupons and with the global securities legend and the applicable restricted
securities legend set forth Section 2.3(e) hereto, which shall be deposited on behalf of the purchasers of the Initial Securities represented
thereby with the Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the
Company and authenticated by the Trustee as provided in the Base Indenture. Until the expiration of the Restricted Period, beneficial
ownership interests in the Regulation S Temporary Global Securities may be held only through Euroclear Bank S.A./N.V., as operator of the
Euroclear System (“ Euroclear ”), and Clearstream Banking, société anonyme (“ Clearstream,

                                                                            3
Luxembourg ”), as indirect participants in DTC, unless transferred to a Person that takes delivery through a Rule 144A Global Security in
accordance with the certification requirements described in the second succeeding paragraph below. Except as set forth in this Section 2.1(a),
beneficial ownership interests in a Regulation S Temporary Global Security will not be exchangeable for interests in the Rule 144A Global
Security or any other Security prior to the expiration of the Restricted Period and then, after the expiration of the Restricted Period, may be
exchanged for one or more permanent securities in registered, global form without interest coupons (collectively, the “ Regulation S Permanent
Global Security ” and, together with the Regulation S Temporary Global Security, the “ Regulation S Global Security ”) or a Definitive
Security upon (1) delivery to DTC of certification of compliance with the transfer restrictions applicable to the Securities and pursuant to
Regulation S as provided in the Indenture, (2) a certification in form satisfactory to the Trustee that beneficial ownership interests in such
Regulation S Temporary Global Security are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction
that did not require registration under the Securities Act and (3) in the case of an exchange for Definitive Securities, in compliance with the
requirements described in Section 2.4(a) of this Appendix.
       Definitive Securities may not be exchanged for beneficial interests in any Global Security unless the transferor first delivers to the
Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer
restrictions applicable to such Securities.
       Prior to the expiration of the Restricted Period, beneficial interests in Regulation S Global Securities may be exchanged for interests in
Rule 144A Global Securities only if (1) such exchange occurs in connection with a transfer of Securities pursuant to Rule 144A and (2) the
transferor of the beneficial interest in the Regulation S Global Security first delivers to the Trustee a written certificate (in the form provided in
the Indenture) to the effect that the beneficial interest in the Regulation S Global Security is being transferred to a Person (a) whom the
transferor reasonably believes to be a QIB, (b) is purchasing for its own account or the account of a QIB in a transaction meeting the
requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the states of the United States and other jurisdictions.
      Beneficial interests in a Rule 144A Global Security may be transferred to a Person who takes delivery in the form of an interest in a
Regulation S Global Security, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the Trustee a
written certificate (in the form provided in the Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of
Regulation S or Rule 144 (if available) under the Securities Act..
      The Rule 144A Global Security, the Regulation S Global Security and any Global Securities in fully registered form without the
Restricted Securities Legend are collectively referred to herein as “ Global Securities .” The aggregate principal amount of the Global
Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its
nominee as hereinafter provided.
      (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Security deposited with or on behalf of the Depository.

                                                                           4
      The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more
Global Securities that (a) shall be registered in the name of the Depository for such Global Security or Global Securities or the nominee of such
Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as
custodian for the Depository.
       Members of, or participants in, the Depository (“ Agent Members ”) shall have no rights under the Indenture with respect to any Global
Security held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Security, and the
Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such
Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or
impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of
the rights of a holder of a beneficial interest in any Global Security.
       (c) Definitive Securities. Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Global Securities
shall not be entitled to receive physical delivery of Definitive Securities.
   2.2 Authentication. The Trustee shall authenticate and deliver: (1) on the Issue Date, Initial Securities in an aggregate principal amount
specified in the written order of the Company pursuant to Section 3.3 of the Indenture, (2) Exchange Securities or Private Exchange Securities
for issue only in a Registered Exchange Offer or a Private Exchange, respectively, pursuant to a Registration Rights Agreement, for a like
principal amount of Initial Securities, and (3) a Global Security without the Restricted Securities Legend pursuant to Section 2.3(e) of this
Appendix, in each case upon a Company Order. Such Company Order shall specify the amount of the Securities to be authenticated and the
date on which the original issue of Securities is to be authenticated.
   2.3 Transfer and Exchange.
         (a) Transfer and Exchange of Definitive Securities . When Definitive Securities are presented to the Security Registrar with a request:
         (x)   to register the transfer of such Definitive Securities; or
         (y)   to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations,
the Security Registrar shall register the transfer or make the exchange as requested pursuant to the terms of the Indenture and if its reasonable
requirements for such transaction are met; provided , however , that the Definitive Securities surrendered for transfer or exchange:
     (i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the
  Security Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and

                                                                            5
     (ii) if such Definitive Securities are required to bear a restricted securities legend, they are being transferred or exchanged pursuant to an
  effective registration statement under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are
  accompanied by the following additional information and documents, as applicable:
        (A) if such Definitive Securities are being delivered to the Security Registrar by a Holder for registration in the name of such Holder,
     without transfer, a certification from such Holder to that effect; or
         (B) if such Definitive Securities are being transferred to the Company, a certification to that effect; or
         (C) if such Definitive Securities are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A,
     Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act:
     (i) a certification to that effect (in the form set forth on the reverse of the Security) and (ii) if the Company so requests, an opinion of
     counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section
     2.3(e)(i).
       (b) Restrictions on Transfer of a Definitive Security for a Beneficial Interest in a Global Security. A Definitive Security may not be
exchanged for a beneficial interest in a Rule 144A Global Security or a Regulation S Global Security except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by appropriate instruments of
transfer, in form satisfactory to the Trustee, together with:
      (i) certification, in the form set forth on the reverse of the Security, that such Definitive Security is either (A) being transferred to a QIB
  in accordance with Rule 144A or (B) being transferred after expiration of the Restricted Period by a Person who initially purchased such
  Security in reliance on Regulation S to a buyer who elects to hold its interest in such Security in the form of a beneficial interest in the
  Regulation S Global Security; and
     (ii) written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment on its books and
  records with respect to such Rule 144A Global Security (in the case of a transfer pursuant to clause (b)(i)(A)) or Regulation S Global
  Security (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Securities
  represented by the Rule 144A Global Security or Regulation S Global Security, as applicable, such instructions to contain information
  regarding the Depository account to be credited with such increase,
then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing
instructions and procedures existing between the Depository and the Securities Custodian, the aggregate principal amount of Securities

                                                                           6
represented by the Rule 144A Global Security or Regulation S Global Security, as applicable, to be increased by the aggregate principal
amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Rule 144A Global Security or Regulation S Global Security, as applicable, equal to the principal amount
of the Definitive Security so canceled. If no Rule 144A Global Securities or Regulation S Global Securities, as applicable, are then outstanding,
the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers’ Certificate of the
Company, a new Rule 144A Global Security or Regulation S Global Security, as applicable, in the appropriate principal amount.
      (c) Transfer and Exchange of Global Securities.
      (i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository, in accordance
  with the Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A
  transferor of a beneficial interest in a Global Security shall deliver to the Security Registrar a written order given in accordance with the
  Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest
  in the Global Security. The Security Registrar shall, in accordance with such instructions instruct the Depository to credit to the account of
  the Person specified in such instructions a beneficial interest in the Global Security and to debit the account of the Person making the
  transfer in an amount equal to the beneficial interest in the Global Security being transferred.
     (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Security to a beneficial interest in another Global Security,
  the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Security to which
  such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Security Registrar
  shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Security from which such
  interest is being transferred.
     (iii) Notwithstanding any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Security may not
  be transferred as a whole except by the Depository to a nominee of the Depository or 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 successor
  Depository.
     (iv) In the event that a Global Security is exchanged for Definitive Securities pursuant to Section 2.4 of this Appendix, prior to the
  consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Securities, such
  Securities may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3
  (including the certification requirements set forth on the reverse of the Initial Securities intended to ensure that such transfers comply with
  Rule 144A, Regulation S or another

                                                                          7
  applicable exemption under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the
  Company.
      (d) Restrictions on Transfer of Regulation S Global Securities. During the Restricted Period, beneficial ownership interests in
Regulation S Global Securities may only be sold, pledged or transferred in accordance with the Applicable Procedures and only (i) to the
Company, (ii) in an offshore transaction in accordance with Regulation S or (iii) pursuant to an effective registration statement under the
Securities Act, in each case in accordance with any applicable securities laws of any State of the United States.
      (e) Legend.
     (i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each Security certificate evidencing the Global Securities (and all
  Securities issued in exchange therefor or in substitution thereof), in the case of Securities offered other than in reliance on Regulation S,
  shall bear a legend in substantially the following form (together with the legend in the second paragraph of this Section 2.3(e)(i), the “
  Restricted Securities Legend ”):
             THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
             REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT
             ”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
             SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS
             HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
             PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
             THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY
             BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A
             PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED
             IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
             144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904
             UNDER THE SECURITIES ACT, (III) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE
             SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (IV) PURSUANT TO AN
             EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH
             (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES,
             AND (B) THE HOLDER

                                                                         8
           WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY
           FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.
   Each certificate evidencing a Security offered in reliance on Regulation S shall bear a legend in substantially the following form:
           THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT
           FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”),
           AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
           ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
           REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED
           ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.
   Each Definitive Security shall also bear the following additional legend:
           IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITY REGISTRAR AND
           TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY
           REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
    (ii) Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global
Security) pursuant to Rule 144 under the Securities Act, the Security Registrar shall permit the transferee thereof to exchange such Transfer
Restricted Security for a Definitive Security that does not bear the legend set forth above and rescind any restriction on the transfer of such
Transfer Restricted Security, if the transferor thereof certifies in writing to the Security Registrar that such sale or transfer was made in
reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Security); and to the extent permitted by law at any
time after one year has elapsed following the Issue Date, if the Securities are freely tradeable without restriction pursuant to Rule 144 under
the Securities Act (or successor rule), the Security Registrar shall permit the removal of the Restricted Securities Legend and rescind any
restriction on the transfer of such Transfer Restricted Security if the Company delivers to the Trustee an opinion reasonably satisfactory to
the Trustee that the removal of the Restricted Securities Legend is in compliance with the Securities Act.
   (iii) After a transfer of any Initial Securities or Private Exchange Securities pursuant to and during the period of the effectiveness of a
Shelf Registration Statement with respect to such Initial Securities or Private Exchange Securities, as the case may be, all requirements
pertaining to legends on such Initial Security or such Private Exchange

                                                                       9
  Security will cease to apply and a certificated Initial Security or Private Exchange Security or an Initial Security or Private Exchange
  Security in global form, in each case without restrictive transfer legends, will be available to the transferee of the Holder of such Initial
  Securities or Private Exchange Securities upon exchange of such transferring Holder’s certificated Initial Security or Private Exchange
  Security or directions to transfer such Holder’s interest in the Global Security, as applicable.
      (iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities, all requirements pertaining to such
  Initial Securities that Initial Securities issued to certain Holders be issued in global form will still apply with respect to Holders of such
  Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated or global form, in each case without the
  restricted securities legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial Securities in such Registered
  Exchange Offer.
     (v) Upon the consummation of a Private Exchange with respect to the Initial Securities, all requirements pertaining to such Initial
  Securities that Initial Securities issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial
  Securities that do not exchange their Initial Securities, and Private Exchange Securities in global form with the global securities legend and
  the applicable restricted securities legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial Securities in
  such Private Exchange.
       (f) Cancellation or Adjustment of Global Security. At such time as all beneficial interests in a Global Security have either been
exchanged for Definitive Securities, redeemed, purchased or canceled, such Global Security shall be returned to the Depository for cancellation
or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for
Definitive Securities, redeemed, purchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced
and an adjustment shall be made on the books and records of the Trustee (if it is then the Securities Custodian for such Global Security) with
respect to such Global Security, by the Trustee or the Securities Custodian, to reflect such reduction.
      (g) No Obligation of the Trustee.
     (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in
  the Depository 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 notice of redemption) or the payment of any amount, under or with
  respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the
  Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the
  case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depository subject to
  the applicable rules and procedures of the Depository. The Trustee

                                                                         10
  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.
     (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer
  imposed under the Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers
  between or among Depository participants, members or beneficial owners in any Global Security) other than to require delivery of such
  certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of
  the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
   2.4 Definitive Securities.
       (a) A Global Security deposited with the Depository or with the Trustee as Securities Custodian for the Depository pursuant to
Section 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to
the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 hereof and
(i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time such
Depository ceases to be a “clearing agency” registered under the Exchange Act, in either case, and a successor depository is not appointed by
the Company within 90 days of such notice, (ii) a Default with respect to the Securities has occurred and is continuing and DTC or the
Company specifically requests such exchange, (iii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance
of Definitive Securities under the Indenture or (iv) upon prior written notice given to the Trustee by or on behalf of the Depository in
accordance with the Indenture.
       (b) Any Global Security that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the
Depository to the Trustee located at its principal corporate trust office in the Borough of Manhattan, The City of New York, to be so
transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each
portion of such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. Any portion of a
Global Security transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in minimum denominations of
$2,000 principal amount and any integral multiple of $1,000 in excess thereof and registered in such names as the Depository shall direct. Any
Definitive Security delivered in exchange for an interest in a Transfer Restricted Security shall, except as otherwise provided by Section 2.3(e)
hereof, bear the applicable restricted securities legend and definitive securities legend set forth in Exhibit 1 hereto unless that legend is not
required by applicable law.
      (c) Subject to the provisions of Section 2.4(b) hereof, the registered Holder of a Global Security shall be entitled to grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action
which a Holder is entitled to take under the Indenture or the Securities.

                                                                         11
      (d) In the event of the occurrence of one of the events specified in Section 2.4(a) hereof, the Company shall promptly make available to
the Trustee a reasonable supply of Definitive Securities in definitive, fully registered form without interest coupons.

                                                                       12
                                                                                                   APPENDIX

                                                                                                   EXHIBIT 1


                                                [FORM OF FACE OF INITIAL SECURITY]
                                                          [Global Securities Legend]
     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, 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 SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
     TRANSFERS OF THIS GLOBAL SECURITY SHALL 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 SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
    [[FOR REGULATION S GLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR
COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS
DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH
OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]


[Restricted Securities Legend for Securities offered otherwise than in Reliance on Regulation S]
    THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS
SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
    THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE
OFFERED, RESOLD, PLEDGED OR

                                                                       1
OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO THE EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (IV) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.


  [Restricted Securities Legend for Securities Offered in Reliance on Regulation S.]
    THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE
TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN
REGULATION S UNDER THE SECURITIES ACT.


                                                       [Definitive Securities Legend]
    IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITY REGISTRAR AND TRANSFER
AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

                                                                      2
                                                        ARISTOTLE HOLDING, INC.
                                                            % SENIOR NOTE DUE


No.                                                                                                        Principal Amount (US)$
CUSIP NO.
ISIN NO.
      Aristotle Holding, Inc., a corporation organized and existing under the laws of the State of Delaware (herein called the “ Company ”,
which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to
Cede & Co., or its registered assigns, the principal sum of             United States Dollars (U.S.$                ) on November 15, 2041
and to pay interest thereon, from November 21, 2011, or from the most recent Interest Payment Date to which interest has been paid or duly
provided for to but excluding the next Interest Payment Date, which shall be May 15 and November 15 of each year, commencing May 15,
2012, at the per annum rate of 6.125%, or as such rate may be adjusted pursuant to the terms hereof (the “ Security Interest Rate ”), until the
principal hereof is paid or made available for payment.
       The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall
be the day that is 15 days prior to the relevant Interest Payment Date (whether or not a Business Day). Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities not less than
10 days prior to the Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any
automated quotation system or securities exchange on which the Securities may be quoted or listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months. The Company will pay interest on overdue principal at the rate borne by this Security, and it will pay interest on overdue
installments of interest at the same rate to the extent lawful.
      Subject to the provisions of the Registration Rights Agreement, if a Registration Default (as defined in the Registration Rights
Agreement) occurs, additional interest will accrue on this Security from and including the date on which such Registration Default occurs to
but excluding the date on which all such Registration Defaults have been cured or the Securities cease to be Transfer Restricted Securities (as
defined in the Registration Rights Agreement), whichever is earlier, at a rate of 0.25% per annum for the first 90-day period immediately
following the occurrence of a Registration Default, and such rate will increase by 0.25% per annum on the 91st day following the occurrence of
such Registration Default (provided that the maximum additional interest rate during the initial 90-day period shall be 0.25% per annum and
the maximum additional interest rate thereafter shall be 0.50% per annum, in each case

                                                                        3
regardless of the number of Registration Defaults that have occurred and are continuing). The Company will pay such additional interest on
regular Interest Payment Dates.
       The Place of Payment for this Security will be the corporate trust office of the Trustee at 625 Marquette Avenue, 11th Floor,
Minneapolis, Minnesota 55479, or as otherwise provided in the Indenture, in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private debts. Payments in respect of the Securities represented by a Global
Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by
the Depository. The Company will make all payments in respect of a Definitive Security (including principal, premium and interest) by mailing
a check to the registered address of each Holder thereof as such address appears on the Security Register; provided , however , that payments
on a Definitive Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no
later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).
     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
       Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

                                                                         4
      IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

                                                      ARISTOTLE HOLDING, INC.

                                                      By:
                                                             Name:
                                                             Title:


Attest:

By:
          Name:
          Title:

                                                                5
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated referred to in the within-mentioned Indenture.
Dated:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee


 By:
         Authorized Signatory


                                                                         6
                                                     [FORM OF REVERSE OF SECURITY]
       (1) Indenture . This Security is one of a duly authorized issue of securities of the Company designated as its “ 6.125% Senior Notes due
2041 ” (herein called the “ Securities ”), issued under a Fourth Supplemental Indenture, dated as of November 21, 2011, to an indenture, dated
as of November 21, 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof and herein with the
Fourth Supplemental Indenture, collectively, the “ Indenture ”), between the Company, the Guarantors and Wells Fargo Bank, National
Association, as Trustee (herein called the “ Trustee ,” which term includes any successor trustee under the Indenture), to which reference is
hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors,
the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The
aggregate principal amount of Initial Securities Outstanding at any time may not exceed $700,000,000 in aggregate principal amount, except
for Securities issued, authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to
Sections 3.4, 3.5, 3.6, 9.6 or 11.7 of the Base Indenture and except for any Securities which, pursuant to Section 3.3 of the Base Indenture, are
deemed never to have been authenticated and delivered. The Fourth Supplemental Indenture pursuant to which this Security is issued provides
that Additional Securities may be issued thereunder, if certain conditions are met. The Initial Securities issued pursuant to the Fourth
Supplemental Indenture and all Exchange Securities or Private Exchange Securities issued in exchange therefor will be treated as a single class
for all purposes under the Indenture.
     The Indenture contains covenants that limit the ability of the Company and any Restricted Subsidiary to create liens on assets and to
engage in sale/leaseback transactions. The Indenture also contains covenants that limit the ability of the Company and, prior to the
consummation of the Mergers, of Express Scripts to consolidate, merge or transfer all or substantially all of their respective assets. These
covenants are subject to important exceptions and qualifications.
      All terms used in this Security which are defined in the Indenture (including in the Appendix thereto) shall have the meanings assigned to
them in the Indenture. In the event of a conflict or inconsistency between this Security and the Indenture, the provisions of the Indenture shall
govern.
       (2) Optional Redemption . At any time prior to Maturity, the Company may at its option redeem all or a part of the Securities upon not
more than 60 nor less than 30 days prior notice, at a Redemption Price equal to the greater of: (i) 100% of the aggregate principal amount of
any Securities being redeemed, plus accrued and unpaid interest on the Securities to the Redemption Date; or (ii) the sum of the present values
of the remaining scheduled payments of principal of and interest on the Securities to be redeemed (exclusive of unpaid interest accrued thereon
to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year comprised of twelve 30-day
months) at the Treasury Rate plus 50 basis points, plus unpaid interest on the Securities to be redeemed, accrued to the Redemption Date.

                                                                          7
       (3) Mandatory Redemption . Except as provided in Sections 4 and 5 below, the Company is not required to make mandatory redemption
or sinking fund payments with respect to the Securities.
       (4) Special Mandatory Redemption . If for any reason (i) the Mergers are not consummated on or prior to the Special Mandatory
Redemption Triggering Date or (ii) the Merger Agreement is terminated at any time prior thereto, then the Company shall redeem all the
Securities on the Special Mandatory Redemption Date at a price equal to 101% of the aggregate accreted principal amount of such Security,
plus accrued and unpaid interest from the date of original issuance to, but excluding, the Special Mandatory Redemption Date (subject to the
right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).
      (5) Change of Control Triggering Event . In the event of a Change of Control Triggering Event, the Holders may require the Company
to purchase for cash all or a portion of their Securities at a purchase price equal to 101% of the aggregate principal amount of the Securities
repurchased, plus accrued and unpaid interest, if any, pursuant to the provisions of Section 10.10 of the Base Indenture.
       (6) Registration Rights. The Company is party to a Registration Rights Agreement, dated as of November 21, 2011, among the
Company, the Guarantors and the representatives of the Initial Purchasers named therein, pursuant to which it is obligated to pay additional
interest on the Securities upon the occurrence of certain events specified in the Registration Rights Agreement.
       (7) Global Security . If this Security is a Global Security, then the transfer and exchange of this Security or beneficial interests herein
shall be effected through the Depository in accordance with the Indenture (including applicable restrictions on transfer set forth therein, if any)
and the procedures of the Depository therefor. The Security Registrar shall make an adjustment on its records to reflect such deposit or
withdrawal in accordance with the Depository’s Procedures.
       (8) Defaults and Remedies . If an Event of Default with respect to this Security occurs and is continuing, the principal of and any unpaid
premium and interest on (or, if this Security is an Original Issue Discount Security, such portion of the principal amount of such Securities as
may be specified in the terms thereof) all outstanding securities of this series, may be declared due and payable in the manner and with the
effect provided in the Indenture. The Holders of at least a majority in principal amount of the Outstanding Securities may rescind or annul that
acceleration if all Events of Default with respect to the Securities other than the non-payment of accelerated principal have been cured or
waived as provided in the Indenture.
       As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default, and, among other things, the Holders of not less than
25% in aggregate principal amount of the Outstanding Securities shall have made a written request to the Trustee to pursue a remedy in

                                                                         8
respect of such Event of Default as Trustee. The foregoing shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any amounts due on the Securities on or after the respective due dates expressed herein.
     (9) Discharge and Defeasance . Subject to certain conditions, the Company at any time shall be entitled to terminate some or all of the
Company’s and the Guarantors’ obligations under the Securities, the Guarantees and the Indenture if the Company deposits with the Trustee
money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may
be.
       (10) Amendment, Supplement and Waiver . The Indenture permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any
time by the Company and the Trustee with the written consent of the Holders of at least a majority in aggregate principal amount of the
Outstanding Securities. The provisions relating to the Special Mandatory Redemption set forth in Sections 4.2 and 4.3 of the Fourth
Supplemental Indenture may not be modified or waived without the written consent of 66 2/3% in aggregate principal amount of the
Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Outstanding Securities, on behalf of the Holders of all such Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security or such
other Security. Certain modifications or amendments to the Indenture require the consent of the Holder of each Outstanding Security affected.
      Notwithstanding any other provision of the Indenture or this Security, the Holder of this Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of and any premium and (subject to Section 3.7 of the Base Indenture) interest on any
such Security on the Stated Maturity date expressed herein (or, in the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.
       (11) Denomination, Registration and Transfer . The Securities are in registered form without coupons in minimum denominations of
$2,000 principal amount and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations
therein set forth, this Security is transferable only upon surrender of this Security for registration of transfer. Upon surrender for registration of
transfer of this Security at the office or agency of the Company in a Place of Payment for this Security, the Company, if the requirements of the
Indenture are met, shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Securities of authorized denominations and of like tenor and aggregate principal amount, and having endorsed thereon a Guarantee
executed by the Guarantors.

                                                                           9
       If the requirements of this Indenture are met, then, at the option of the Holder, Securities may be exchanged for other Securities, of any
authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver,
the Securities which the Holder making the exchange is entitled to receive, and having endorsed thereon a Guarantee executed by the
Guarantor. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.
      Prior to due presentment of this Security for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the
Company, the Guarantors or the Trustee may treat the Person in whose name such Security is registered as the owner thereof for all purposes,
whether or not such Security be overdue, and none of the Company, the Guarantors or the Trustee or other such agent shall be affected by
notice to the contrary.
       (12) Guarantee . Payment of this Security is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have
become and continue to be Guarantors pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and
their Guarantees under the circumstances specified under the Indenture.
      (13) No Recourse Against Others. None of the Company’s or any Guarantor’s past, present or future directors, officers, employees or
shareholders, as such, shall have any liability for any of the Company’s or any Guarantor’s obligations under the Indenture or the Securities or
for any claim based on, or in respect or by reason of, such obligations or their creation. By accepting a Security, each Holder waives and
releases all such liability. This waiver and release is part of the consideration for the issuance of the Securities.
       (14) Holders’ Compliance with Registration Rights Agreement. Each Holder, by acceptance hereof, acknowledges and agrees to the
provisions of the Registration Rights Agreement in respect of this Security, including the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided therein.
    (15) Governing Law . THE INDENTURE, THIS SECURITY AND ANY GUARANTEE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
       The Company will furnish to any Holder upon written request and without charge to the Securityholder a copy of the Indenture which
has in it the text of this Security in larger type. Requests may be made to:

                                                                        10
Aristotle Holding, Inc.
One Express Scripts Way
St. Louis, Missouri 63121


                                                              ABBREVIATIONS
       The following abbreviations, when used in the inscription of the face of this Security, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM (= tenant in common)
TEN ENT (= tenants by the entireties (Cust))
JT TEN (= joint tenants with right of survivorship and not as tenants in common)
UNIF GIFT MIN ACT (= under Uniform Gifts to Minors Act )
      Additional abbreviations may also be used though not in the above list.

                                                                        11
                                                              ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
   (Print or type assignee’s name, address and zip code)
   (Insert assignee’s soc. sec. or tax I.D. No.)
and irrevocably appoint        agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


                  Date:                                                    Your
                                                                           Signature:
Sign exactly as your name appears on the other side of this Security.
In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in
Rule 144 under the Securities Act after the later of the date of original issuance of such Securities and the last date, if any, on which such
Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being transferred in
accordance with its terms:
CHECK ONE BOX BELOW
   (1)  pursuant to an effective registration statement under the Securities Act; or
   (2)  in the United States to a person whom the seller reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A
        under the Securities Act) in a transaction meeting the requirements of Rule 144A; or
   (3)  outside the United States in an offshore transaction in accordance with Rule 904 under the Securities Act in compliance with Rule 904
        under the Securities Act of 1933, as amended; or
   (4)  pursuant to the exemption from registration under the Securities Act provided by Rule 144.
   Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any
   person other than the registered

                                                                         12
  holder thereof; provided , however , that if box (4) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of
  the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such
  transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of
  1933, as amended.


                                                                                                           Signature
Signature Guarantee:


                                              Signature must be guaranteed                                              Signature


   Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.

                                                                         13
                                   TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.
      The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


               Dated:


                                                                         Notice: To be executed by
                                                                                 an executive officer

                                                                       14
                          [TO BE ATTACHED TO GLOBAL SECURITIES]
           SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
           The following increases or decreases in this Global Security have been made:


            Amount of decrease in       Amount of increase in       Principal amount of this   Signature of authorized
 Date of   Principal amount of this    Principal amount of this    Global Security following   signatory of Trustee or
Exchange       Global Security             Global Security         such decrease or increase    Securities Custodian

                                                  15
                                              OPTION OF HOLDER TO ELECT PURCHASE
      If you want to elect to have this Security purchased by the Company pursuant to Section 10.10 of the Indenture, check the box: 
       If you want to elect to have only part of this Security purchased by the Company pursuant to Section 10.10 of the Indenture, state the
amount in principal amount: $___________.


            Dated:                                                   Your Signature:


                                                                (Sign exactly as your name appears on the
                                                                       other side of this Security.)
                              Signature Guarantee:


                                                       (Signature must be guaranteed)
   Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.

                                                                      16
                                                                                                                                        EXHIBIT 2


                                                [FORM OF FACE OF EXCHANGE SECURITY
                                                OR PRIVATE EXCHANGE SECURITY] * / ** /



* / If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to the Appendix and the attachment from
     such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL SECURITIES] — SCHEDULE OF INCREASES OR DECREASES IN
     GLOBAL SECURITY.”

**   If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial
/    allotment, add the Restricted Securities Legend from Exhibit 1 to the Appendix and replace the Assignment Form included in this
     Exhibit 2 with the Assignment Form included in such Exhibit 1.
                                                         ARISTOTLE HOLDING, INC.
                                                            % SENIOR NOTE DUE


No.                                                                                Principal Amount (US)$
CUSIP NO.
ISIN NO.
       Aristotle Holding, Inc., a corporation organized and existing under the laws of the State of Delaware (herein called the “ Company ”,
which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to
Cede & Co., or its registered assigns, the principal sum of         United States Dollars (U.S.$         ) on November 15, 2041 and to pay
interest thereon, from November 21, 2011, or from the most recent Interest Payment Date to which interest has been paid or duly provided for
to but excluding the next Interest Payment Date, which shall be May 15 and November 15 of each year, commencing May 15, 2012, at the per
annum rate of 6.125%, or as such rate may be adjusted pursuant to the terms hereof (the “ Security Interest Rate ”), until the principal hereof is
paid or made available for payment.
       The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall
be the day that is 15 days prior to the relevant Interest Payment Date (whether or not a Business Day). Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities not less than
10 days prior to the Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any
automated quotation system or securities exchange on which the Securities may be quoted or listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months. The Company will pay interest on overdue principal at the rate borne by this Security, and it will pay interest on overdue
installments of interest at the same rate to the extent lawful.
      The Place of Payment for this Security will be the corporate trust office of the Trustee at 625 Marquette Avenue, 11th Floor,
Minneapolis, Minnesota 55479, or as otherwise provided in the Indenture, in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private debts. Payments in respect of the Securities represented by a Global
Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by
the Depository. The Company will make all payments in respect of a Definitive Security (including principal, premium and interest) by mailing
a check to the registered address of each Holder thereof as such address appears on the Security Register; provided , however , that payments
on a Definitive Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire

                                                                         2
transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).
     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
       Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

                                                                         3
      IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

                                                      ARISTOTLE HOLDING, INC.

                                                      By:
                                                             Name:
                                                             Title:


Attest:

By:
          Name:
          Title:

                                                                4
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated referred to in the within-mentioned Indenture.
Dated:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee


 By:
         Authorized Signatory


                                                                         5
                                                     [FORM OF REVERSE OF SECURITY]
       (1) Indenture . This Security is one of a duly authorized issue of securities of the Company designated as its “ 6.125% Senior Notes due
2041 ” (herein called the “ Securities ”), issued under a Fourth Supplemental Indenture, dated as of November 21, 2011, to an indenture, dated
as of November 21, 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof and herein with the
Fourth Supplemental Indenture, collectively, the “ Indenture ”), between the Company, the Guarantors and Wells Fargo Bank, National
Association, as Trustee (herein called the “ Trustee ,” which term includes any successor trustee under the Indenture), to which reference is
hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors,
the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The
aggregate principal amount of Initial Securities Outstanding at any time may not exceed $700,000,000 in aggregate principal amount, except
for Securities issued, authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to
Sections 3.4, 3.5, 3.6, 9.6 or 11.7 of the Base Indenture and except for any Securities which, pursuant to Section 3.3 of the Base Indenture, are
deemed never to have been authenticated and delivered. The Fourth Supplemental Indenture pursuant to which this Security is issued provides
that Additional Securities may be issued thereunder, if certain conditions are met. The Initial Securities issued pursuant to the Fourth
Supplemental Indenture and all Exchange Securities or Private Exchange Securities issued in exchange therefor will be treated as a single class
for all purposes under the Indenture.
     The Indenture contains covenants that limit the ability of the Company and any Restricted Subsidiary to create liens on assets and to
engage in sale/leaseback transactions. The Indenture also contains covenants that limit the ability of the Company and, prior to the
consummation of the Mergers, of Express Scripts to consolidate, merge or transfer all or substantially all of their respective assets. These
covenants are subject to important exceptions and qualifications.
      All terms used in this Security which are defined in the Indenture (including in the Appendix thereto) shall have the meanings assigned to
them in the Indenture. In the event of a conflict or inconsistency between this Security and the Indenture, the provisions of the Indenture shall
govern.
       (2) Optional Redemption . At any time prior to Maturity, the Company may at its option redeem all or a part of the Securities upon not
more than 60 nor less than 30 days prior notice, at a Redemption Price equal to the greater of: (i) 100% of the aggregate principal amount of
any Securities being redeemed, plus accrued and unpaid interest on the Securities to the Redemption Date; or (ii) the sum of the present values
of the remaining scheduled payments of principal of and interest on the Securities to be redeemed (exclusive of unpaid interest accrued thereon
to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year comprised of twelve 30-day
months) at the Treasury Rate plus 50 basis points, plus unpaid interest on the Securities to be redeemed, accrued to the Redemption Date.

                                                                          6
       (3) Mandatory Redemption . Except as provided in Sections 4 and 5 below, the Company is not required to make mandatory redemption
or sinking fund payments with respect to the Securities.
       (4) Special Mandatory Redemption . If for any reason (i) the Mergers are not consummated on or prior to the Special Mandatory
Redemption Triggering Date or (ii) the Merger Agreement is terminated at any time prior thereto, then the Company shall redeem all the
Securities on the Special Mandatory Redemption Date at a price equal to 101% of the aggregate accreted principal amount of such Security,
plus accrued and unpaid interest from the date of original issuance to, but excluding, the Special Mandatory Redemption Date (subject to the
right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).
      (5) Change of Control Triggering Event . In the event of a Change of Control Triggering Event, the Holders may require the Company
to purchase for cash all or a portion of their Securities at a purchase price equal to 101% of the aggregate principal amount of the Securities
repurchased, plus accrued and unpaid interest, if any, pursuant to the provisions of Section 10.10 of the Base Indenture.
       (6) Global Security . If this Security is a Global Security, then the transfer and exchange of this Security or beneficial interests herein
shall be effected through the Depository in accordance with the Indenture (including applicable restrictions on transfer set forth therein, if any)
and the procedures of the Depository therefor. The Security Registrar shall make an adjustment on its records to reflect such deposit or
withdrawal in accordance with the Depository’s Procedures.
       (7) Defaults and Remedies . If an Event of Default with respect to this Security occurs and is continuing, the principal of and any unpaid
premium and interest on (or, if this Security is an Original Issue Discount Security, such portion of the principal amount of such Securities as
may be specified in the terms thereof) all outstanding securities of this series, may be declared due and payable in the manner and with the
effect provided in the Indenture. The Holders of at least a majority in principal amount of the Outstanding Securities may rescind or annul that
acceleration if all Events of Default with respect to the Securities other than the non-payment of accelerated principal have been cured or
waived as provided in the Indenture.
       As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default, and, among other things, the Holders of not less than
25% in aggregate principal amount of the Outstanding Securities shall have made a written request to the Trustee to pursue a remedy in respect
of such Event of Default as Trustee. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of
any amounts due on the Securities on or after the respective due dates expressed herein.
    (8) Discharge and Defeasance . Subject to certain conditions, the Company at any time shall be entitled to terminate some or all of the
Company’s and the Guarantors’

                                                                         7
obligations under the Securities, the Guarantees and the Indenture if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be.
       (9) Amendment, Supplement and Waiver . The Indenture permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any
time by the Company and the Trustee with the written consent of the Holders of at least a majority in aggregate principal amount of the
Outstanding Securities. The provisions relating to the Special Mandatory Redemption set forth in Sections 4.2 and 4.3 of the Fourth
Supplemental Indenture may not be modified or waived without the written consent of 66 2/3% in aggregate principal amount of the
Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Outstanding Securities, on behalf of the Holders of all such Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security or such
other Security. Certain modifications or amendments to the Indenture require the consent of the Holder of each Outstanding Security affected.
      Notwithstanding any other provision of the Indenture or this Security, the Holder of this Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of and any premium and (subject to Section 3.7 of the Base Indenture) interest on any
such Security on the Stated Maturity date expressed herein (or, in the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.
       (10) Denomination, Registration and Transfer . The Securities are in registered form without coupons in minimum denominations of
$2,000 principal amount and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations
therein set forth, this Security is transferable only upon surrender of this Security for registration of transfer. Upon surrender for registration of
transfer of this Security at the office or agency of the Company in a Place of Payment for this Security, the Company, if the requirements of the
Indenture are met, shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Securities of authorized denominations and of like tenor and aggregate principal amount, and having endorsed thereon a Guarantee
executed by the Guarantors.
      If the requirements of this Indenture are met, then, at the option of the Holder, Securities may be exchanged for other Securities, of any
authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver,
the Securities which the Holder making the exchange is entitled to receive, and having endorsed thereon a Guarantee executed by the
Guarantor. No service charge shall be made for any such registration of transfer or exchange,

                                                                           8
but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
therewith.
      Prior to due presentment of this Security for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the
Company, the Guarantors or the Trustee may treat the Person in whose name such Security is registered as the owner thereof for all purposes,
whether or not such Security be overdue, and none of the Company, the Guarantors or the Trustee or other such agent shall be affected by
notice to the contrary.
       (11) Guarantee . Payment of this Security is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have
become and continue to be Guarantors pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and
their Guarantees under the circumstances specified under the Indenture.
      (12) No Recourse Against Others. None of the Company’s or any Guarantor’s past, present or future directors, officers, employees or
shareholders, as such, shall have any liability for any of the Company’s or any Guarantor’s obligations under the Indenture or the Securities or
for any claim based on, or in respect or by reason of, such obligations or their creation. By accepting a Security, each Holder waives and
releases all such liability. This waiver and release is part of the consideration for the issuance of the Securities.
       (13) [Holders’ Compliance with Registration Rights Agreement. Each Holder, by acceptance hereof, acknowledges and agrees to the
provisions of the Registration Rights Agreement in respect of this Security, including the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided therein.] 1
    (14) Governing Law . THE INDENTURE, THIS SECURITY AND ANY GUARANTEE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
       The Company will furnish to any Holder upon written request and without charge to the Securityholder a copy of the Indenture which
has in it the text of this Security in larger type. Requests may be made to:
Aristotle Holding, Inc.
One Express Scripts Way
St. Louis, Missouri 63121


                                                              ABBREVIATIONS
       The following abbreviations, when used in the inscription of the face of this Security, shall be construed as though they were written out
in full according to applicable laws or regulations:


1     Delete if this is not a Private Exchange Security.

                                                                         9
TEN COM (= tenant in common)
TEN ENT (= tenants by the entireties (Cust))
JT TEN (= joint tenants with right of survivorship and not as tenants in common)
UNIF GIFT MIN ACT (= under Uniform Gifts to Minors Act )
      Additional abbreviations may also be used though not in the above list.

                                                                       10
                                                            ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
   (Print or type assignee’s name, address and zip code)
   (Insert assignee’s soc. sec. or tax I.D. No.)
and irrevocably appoint         agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


   Date:                                                                      Your
                                                                              Signature:

Sign exactly as your name appears on the other side of this Security.

                                                                        11
                                              OPTION OF HOLDER TO ELECT PURCHASE
      If you want to elect to have this Security purchased by the Company pursuant to Section 10.10 of the Indenture, check the box: 
       If you want to elect to have only part of this Security purchased by the Company pursuant to Section 10.10 of the Indenture, state the
amount in principal amount: $__________.


            Dated:                                                   Your Signature:


                                                                (Sign exactly as your name appears on the
                                                                       other side of this Security.)
                              Signature Guarantee:


                                                       (Signature must be guaranteed)
      Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which
requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                                                      12
                                                                                                                                      EXHIBIT 3
      FORM OF GUARANTEE
       For value received, each of the Guarantors (which term includes any successor Person under the Indenture) has jointly and severally and
fully and unconditionally guaranteed, to the extent set forth in the Indenture, among the Company, the Guarantors and the Trustee and subject
to the provisions in the Indenture, (a) the due and punctual payment in full when due of the principal of, premium, if any, and interest on the
Securities and all other amounts due and payable under the Indenture and the Securities by the Company and (b) in case of any extension of
time of payment or renewal of any Obligations (with or without notice to the Guarantor), that the same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth
in Article XIII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee, including provisions for
the release thereof. Each Holder of a Security, by accepting the same, (a) agrees to and shall be bound by such provisions and (b) appoints the
Trustee attorney-in-fact of such Holder for the purpose of such provisions.

                                                             [NAME OF GUARANTOR(S)]

                                                             By:
                                                                     Name:
                                                                     Title:                                                   ]
                                                                                                                                         Exhibit 4.6


                                                 SEVENTH SUPPLEMENTAL INDENTURE
The Seventh Supplemental Indenture (this “ Seventh Supplemental Indenture ”), dated as of November 21, 2011, among Express Scripts,
Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “ Company ”), the Guarantors listed as signatories
hereto (each, an “ Existing Guarantor ” and collectively, the “ Existing Guarantors ”), Aristotle Holding, Inc., a Delaware corporation (the “
Additional Guarantor ”) and Union Bank, N.A., a national association, as trustee under the indenture referred to below (the “ Trustee ”).


                                                               WITNESSETH
   WHEREAS, the Company, the Existing Guarantors and the Trustee are parties to the indenture, dated as of June 9, 2009 (the “ Base
Indenture ”), as supplemented by the First Supplemental Indenture thereto, dated as of June 9, 2009 (the “ First Supplemental Indenture ”),
relating to the 5.250% Notes due 2012 (the “ 2012 Notes ”), the Second Supplemental Indenture thereto, dated as of June 9, 2009 (the “ Second
Supplemental Indenture ”), relating to the 6.250% Notes due 2014 (the “ 2014 Notes ”), the Third Supplemental Indenture thereto, dated as
of June 9, 2009 (the “ Third Supplemental Indenture ”), relating to the 7.250% Notes due 2019 (the “ 2019 Notes ”), the Fourth
Supplemental Indenture thereto, dated as of December 1, 2009 (the “ Fourth Supplemental Indenture ”) to add subsidiary guarantees, the
Fifth Supplemental Indenture thereto, dated as of April 26, 2011 (the “ Fifth Supplemental Indenture ”), to add subsidiary guarantees, and the
Sixth Supplemental Indenture thereto, dated as of May 2, 2011 (the “ Sixth Supplemental Indenture ” and together with the First
Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the
Fifth Supplemental Indenture, the “ Supplemental Indentures ” and the Base Indenture as so supplemented, the “ Indenture ”), relating to the
3.125% Notes due 2016 (together with the 2012 Notes, the 2014 Notes and the 2019 Notes, the “ Notes ”);
  WHEREAS, the Additional Guarantor desires to provide a full and unconditional guarantee (the “ Guarantee ”) of the obligations of the
Company under the Notes, the Securities (as defined in the Indenture) and the Indenture on the terms and conditions set forth herein;
   WHEREAS, the Company has complied with all conditions precedent provided for in the Indenture and each Supplemental Indenture
relating to this Seventh Supplemental Indenture; and
   WHEREAS, pursuant to Section 901 of the Indenture and Section 7.1 of each of the First Supplemental Indenture, the Second Supplemental
Indenture, the Third Supplemental Indenture and the Sixth Supplemental Indenture, the Company, the Trustee and the Additional Guarantor are
authorized to execute and deliver this Seventh Supplemental Indenture.
    NOW, THEREFORE, for good and valuable consideration, the receipt of which is acknowledged, the Additional Guarantor hereby succeeds
to the guarantee of the Company’s obligations under the Notes as follows:
      1. Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
      2. Guarantee, Etc. The Additional Guarantor hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture
and be bound by its terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all of the obligations of a
Guarantor thereunder.
      3. Ratification of Indenture; Supplemental Indenture Part of Indenture . The Indenture is in all respects ratified and confirmed, and all
terms, conditions and provisions thereof shall remain in full force and effect. This Seventh Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
       4. Representations and Warranties . The Additional Guarantor hereby represents that (a) it is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (b) it has full power, authority and legal rights to execute and deliver this Seventh
Supplemental Indenture and to perform its obligations hereunder and under the Indenture, (c) the execution, delivery and performance by it of
this Seventh Supplemental Indenture has been duly authorized by all necessary corporate action, and no other proceedings or actions on the part
of the Additional Guarantor are necessary therefor and (d) this Seventh Supplemental Indenture
has been duly and validly executed and delivered by the Additional Guarantor and constitutes a legal, valid and binding obligation of the
Additional Guarantor, enforceable against the Additional Guarantor in accordance with its terms (subject to applicable bankruptcy, insolvency,
receivership, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general
equity principles).
       5. No Personal Liability of Directors, Officers, Employees or Stockholders . No director, officer, employee, member or stockholder of
the Additional Guarantor, as such, will have any liability for any obligations of the Company, any Existing Guarantor or the Additional
Guarantor under the Notes, the Indenture or the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes, by accepting a Note, waives and releases the Company, each Existing Guarantor and the Additional Guarantor
from all such liability. The waiver and release are part of the consideration for issuance of the Guarantee by the Additional Guarantor.
    6. GOVERNING LAW . THIS SEVENTH SUPPLEMENTAL INDENTURE AND THE GUARANTEES HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.
      7. Counterparts . This Seventh Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed
an original; but all such counterparts shall together constitute but one and the same instrument.
      8. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.
      9. Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Seventh
Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Additional Guarantor,
the Existing Guarantors and the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed, all as of the day and year
first above written.

                                                         EXPRESS SCRIPTS, INC.

                                                         By:   /s/ Keith J. Ebling
                                                               Name:        Keith J. Ebling
                                                               Title:       Executive Vice President, General Counsel,
                                                                            and Secretary

                                                         AIRPORT HOLDINGS, LLC
                                                         ESI REALTY, LLC

                                                         By:   Express Scripts, Inc., as sole Member

                                                         By:   /s/ Keith J. Ebling
                                                               Name:        Keith J. Ebling
                                                               Title:       Executive Vice President, General Counsel,
                                                                            and Secretary


                                          (Signature Page to Seventh Supplemental Indenture)
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               PRIORITY HEALTHCARE CORPORATION
               PRIORITY HEALTHCARE CORPORATION WEST
               PRIORITY HEALTHCARE DISTRIBUTION, INC.
               PRIORITY HEALTHCARE PHARMACY, INC.
               PRIORITYHEALTHCARE.COM, INC.
               SINUSPHARMACY, INC.
               SPECIALTY INFUSION PHARMACY, INC.
               SPECTRACARE, INC.
               SPECTRACARE HEALTH CARE VENTURES, INC.
               SPECTRACARE INFUSION PHARMACY, INC.
               VALUE HEALTH, INC.
               YOURPHARMACY.COM, INC.

                    By:   /s/ Keith J. Ebling
                          Name:        Keith J. Ebling
                          Title:       Vice President

                   CURASCRIPT, INC.
                   ESI MAIL PHARMACY SERVICE, INC.
                   EXPRESS SCRIPTS SPECIALTY DISTRIBUTION
                     SERVICES, INC.
                   EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO.
                   MOORESVILLE ON-SITE PHARMACY, LLC

                    By:   /s/ Patrick McNamee
                          Name:       Patrick McNamee
                          Title:      President



(Signature Page to Seventh Supplemental Indenture)
                   ESI-GP HOLDINGS, INC.
                   ESI RESOURCES, INC.

                      By:     /s/ Tom Rocheford
                              Name:     Tom Rocheford
                              Title:    President

                 ESI PARTNERSHIP

                 By:        Express Scripts, Inc., as Partner

                      By:     /s/ Martin P. Akins
                              Name:       Martin P. Akins
                              Title:      Vice President and Deputy General Counsel

                  By:
                        ESI-GP Holdings, Inc., as Partner


                      By:     /s/ Tom Rocheford
                              Name:     Tom Rocheford
                              Title:    President

                SPECTRACARE OF INDIANA

                By:     Spectracare, Inc., as Partner

                      By:     /s/ Keith J. Ebling
                              Name:        Keith J. Ebling
                              Title:       Vice President

                  By:
                        Care Continuum, Inc., as Partner


                      By:     /s/ Keith J. Ebling
                              Name:        Keith J. Ebling
                              Title:       Vice President

                      EXPRESS SCRIPTS MSA, LLC
                      EXPRESS SCRIPTS WC, INC.


                      By:     /s/ Edward Ignaczak
                              Name:      Edward Ignaczak
                              Title:     President

                      EXPRESS SCRIPTS SENIOR CARE, INC.
                      EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC.


                      By:     /s/ George Paz
                              Name:      George Paz
                              Title:     President



(Signature Page to Seventh Supplemental Indenture)
                   ARISTOTLE HOLDING, INC.

                    By:   /s/ Keith J. Ebling
                          Name:        Keith J. Ebling
                          Title:       President


(Signature Page to Seventh Supplemental Indenture)
             UNION BANK, N.A., AS TRUSTEE

             By:    /s/ Patricia Phillips-Coward
                    Name:        Patricia Phillips-Coward
                    Title:       Vice President



(Signature Page to Seventh Supplemental Indenture)
                                                                                                                                       Exhibit 10.1

                                                                                                                             EXECUTION COPY


                                                              Aristotle Holding, Inc.
                                                 $900,000,000 2.750% Senior Notes Due 2014
                                                  REGISTRATION RIGHTS AGREEMENT

                                                                                                                                November 21, 2011
CREDIT SUISSE SECURITIES (USA) LLC,
  Eleven Madison Avenue,
  New York, N.Y. 10010-3629
CITIGROUP GLOBAL MARKETS INC.,
   388 Greenwich Street,
   New York, N.Y. 10013
As representatives (the “ Representatives ”) of the Initial Purchasers
Dear Sirs:
   Aristotle Holding, Inc., a Delaware corporation (the “ Issuer ”), proposes to issue and sell, upon the terms set forth in a purchase agreement
dated November 14, 2011 (as amended prior to the date hereof, the “ Purchase Agreement ”), to the several initial purchasers named in
Schedule A to the Purchase Agreement (the “ Initial Purchasers ”), $900,000,000 aggregate principal amount of its 2.750% Senior Notes due
2014 (the “ Initial Securities ”) to be unconditionally guaranteed (the “ Guaranties ”) by the Guarantors (as defined below) and any other
entity that becomes a guarantor of the Initial Securities following the Closing Date pursuant to the terms of the Indenture (as defined below).
As used herein, (i) prior to the consummation of the Mergers and the execution and delivery of any Joinder Agreements and Supplemental
Indentures (as defined below) by the Merger Date Guarantors, “Guarantors” means the Closing Date Guarantors and, following the
consummation of the Mergers and the execution and delivery of each Joinder Agreement and Supplemental Indenture by a Merger Date
Guarantor, “Guarantors” means the Closing Date Guarantors and the Merger Date Guarantors party thereto, (ii) the “Company” refers to the
Issuer together with the Guarantors and (iii) capitalized terms used but not defined herein have the meanings ascribed to such terms in the
Purchase Agreement.
    The Initial Securities will be issued pursuant to an indenture, dated as of November 21, 2011, and supplemented by a supplemental
indenture (a “ Supplemental Indenture ”) dated as of November 21, 2011, among the Issuer, the Closing Date Guarantors and Wells Fargo
Bank, National Association, as Trustee (as supplemented on November 21, 2011, and as may be supplemented from time to time thereafter, the
“ Indenture ”). On the Merger Date Medco will, and within 60 days following the Merger Date each other Merger Date Guarantor will, enter
into (i) a Supplemental Indenture, pursuant to which each such Merger Date Guarantor will unconditionally guarantee the Initial Securities and
(ii) a counterpart to this Agreement in the form attached hereto as Exhibit A (each, a “ Counterpart ”). As an inducement to the Initial
Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation,
the Initial Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively, the “
Holders ”), as follows:
   1. Assumption and Adoption of this Agreement by the Merger Date Guarantors. On the Merger Date, Medco will execute a Counterpart,
and on the date that each other Merger Date Guarantor is required to guarantee the Offered Securities pursuant to the terms of the Indenture,
each such other Merger Date Guarantor will execute a Counterpart.
  2. Registered Exchange Offer . The Company shall, at its own cost, prepare and file with the Securities and Exchange Commission (the “
Commission ”) a registration statement (the “ Exchange Offer
Registration Statement ”) on an appropriate form under the Securities Act of 1933, as amended (the “ Securities Act ”), with respect to a
proposed offer (the “ Registered Exchange Offer ”) to the Holders of Transfer Restricted Securities (as defined in Section 7 hereof), who are
not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such
Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “ Exchange Securities ”) of the Issuer
issued under the Indenture, guaranteed by the Guarantors and otherwise identical in all material respects to the Initial Securities (except for the
transfer restrictions relating to the Initial Securities, the special mandatory redemption relating to the Initial Securities, the provisions relating to
the matters described in Section 7 hereof and any other provisions of the Indentures that are no longer applicable to any party thereto as a result
of the consummation of the Mergers) that would be registered under the Securities Act. The Company shall (i) use commercially reasonable
efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 360 days (or if the 360th day
is not a business day, the first business day thereafter) after the date of original issue of the Initial Securities (the “ Issue Date ”); provided that
such date shall not be earlier than the 60th day following the consummation of the Mergers (the later of the date that is the 360th day after the
date of issuance of the Initial Securities and the 60th day after the consummation of the Mergers, the “ Effectiveness Deadline ”), (ii) as soon
as practicable after the effectiveness of the Exchange Offer Registration Statement, offer the Exchange Securities in exchange for the Initial
Securities and complete such Registered Exchange Offer not later than 60 days after such Exchange Offer Registration Statement becomes
effective (or if such 60th day is not a business day, the next succeeding business day) and (iii) keep the Registered Exchange Offer open for not
less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the
Holders (such period being called the “ Exchange Offer Registration Period ”). For the avoidance of doubt, such Exchange Offer
Registration Statement may include debt securities of the Company other than the Initial Securities.
    If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer in not less than
20 business days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered
in accordance with the terms of the Registered Exchange Offer.
   Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall as soon as practicable
commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer
Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that at the time of the commencement of the
Registered Exchange Offer such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange
Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the distribution of the
Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to
trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of the several states of the United States.
   The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the
absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its
own account as a result of market making activities or other trading activities, for Exchange Securities (an “ Exchanging Dealer ”), is required
to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer
Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such
prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange
Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Initial Securities constituting any portion of
an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the
Securities Act, as applicable, in connection with such sale.
   The Company shall use commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and
supplement the prospectus contained therein, in order to permit such

                                                                            2
prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time
as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where
such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period
shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held
by them (unless such period is extended pursuant to Section 4(j) below) and (ii) the Company shall make such prospectus and any amendment
or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less
than 90 days after the consummation of the Registered Exchange Offer.
   If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue
and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “ Private Exchange ”) for the Initial
Securities held by such Initial Purchaser, a like principal amount of debt securities of the Issuer issued under the Indenture, guaranteed by the
Guarantors and otherwise identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the
securities laws of the several states of the United States, but excluding the special mandatory redemption relating to the Initial Securities, the
provisions relating to the matters described in Section 7 hereof and any other provisions of the Indenture that are no longer applicable to a party
thereto as a result of the consummation of the Mergers) to the Initial Securities (the “ Private Exchange Securities ”). The Initial Securities
and the guarantees thereof, the Exchange Securities and the guarantees thereof and the Private Exchange Securities and the guarantees thereof
are herein collectively called the “ Securities ”.
   In connection with the Registered Exchange Offer, the Company shall:
      (a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate
  letter of transmittal and related documents;
     (b) keep the Registered Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date
  notice thereof is mailed to the Holders;
    (c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New
  York, which may be the Trustee or an affiliate of the Trustee;
    (d) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last business day on
  which the Registered Exchange Offer shall remain open; and
      (e) otherwise comply with all applicable laws.
      As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company shall:
     (x) accept for exchange all the Initial Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer and the
  Private Exchange;
      (y) deliver to the Trustee for cancellation all the Initial Securities so accepted for exchange; and
    (z) cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities or Private
  Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange.

                                                                          3
   The Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all
the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a
class separate from one another on any matter.
    Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private
Exchange will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor
or, if no interest has been paid on the Initial Securities, from the date of original issue of the Initial Securities.
   Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the
consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course
of business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution of the Initial
Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an “affiliate” as defined in Rule 405 of
the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of
the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in,
the distribution of the Exchange Securities, (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities and (vi) such Holder is not acting on
behalf of any person who could not truthfully make the foregoing representations.
   Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any
amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities
Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it
becomes effective, contain an 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 and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any
supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
   3. Shelf Registration . If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the
Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 2 hereof, (ii) the Registered Exchange Offer is not
consummated within 60 days after the Exchange Offer Registration Statement becomes effective, (iii) any Initial Purchaser so requests with
respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered
Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging
Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that
participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange,
the Company shall take the following actions:
       (a) The Company shall, at its cost, as promptly as practicable (but in no event more than 30 days after so required or requested pursuant
   to this Section 3) file with the Commission and thereafter shall use commercially reasonable efforts to cause to be declared effective (unless
   it becomes effective automatically upon filing) a registration statement (the “ Shelf Registration Statement ” and, together with the
   Exchange Offer Registration Statement, a “ Registration Statement ”) on an appropriate form under the Securities Act relating to the offer
   and sale of the Transfer Restricted Securities (as defined in Section 7 hereof) by the Holders thereof from time to time in accordance with
   the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “ Shelf
   Registration ”); provided, however,

                                                                           4
  that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration
  Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
     (b) The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to
  permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities for a period of one year (or such
  longer period extended pursuant to Section 4(j) below) from the Issue Date or such shorter period that will terminate when all the Securities
  covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) have been distributed to the public pursuant to
  Rule 144 under the Securities Act. The Company shall be deemed not to have used commercially reasonable efforts to keep the Shelf
  Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities
  covered thereby not being able to offer and sell such Securities during that period, unless (i) such action is required by applicable law or (ii)
  such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations
  hereunder), including, but not limited to, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with
  the requirements of Section 4(j) hereof, if applicable.
      (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement
  and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement,
  amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and
  regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be
  stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not
  misleading.
  4. Registration Procedures . In connection with any Shelf Registration contemplated by Section 3 hereof and, to the extent applicable, any
Registered Exchange Offer contemplated by Section 2 hereof, the following provisions shall apply:
     (a) The Company shall (i) furnish to each Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Registration
  Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial
  Purchaser (with respect to any portion of an unsold allotment from the original offering) is participating in the Registered Exchange Offer or
  the Shelf Registration Statement, the Company shall use commercially reasonable efforts to reflect in each such document, when so filed
  with the Commission, such comments as such Initial Purchaser reasonably may propose; (ii) include the information set forth in Annex A
  hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and in
  Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and
  include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if
  requested by an Initial Purchaser, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as
  applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in
  the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Initial Purchasers, which
  shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential
  “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934,
  as amended (the “ Exchange Act ”)) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “
  Participating Broker-Dealer ”), whether such positions or policies have been publicly disseminated by the staff of the Commission or such
  positions or policies, in the reasonable judgment of the Initial Purchasers based upon advice of counsel (which

                                                                         5
may be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration
Statement, include in the prospectus included in the Shelf Registration Statement (or, if permitted by Commission Rule 430B(b), in a
prospectus supplement that becomes a part thereof pursuant to Commission Rule 430B(f)) that is delivered to any Holder pursuant to
Section 4(d) and (f), the names of the Holders, who propose to sell Securities pursuant to the Shelf Registration Statement, as selling
securityholders.
   (b) The Company shall give written notice to the Initial Purchasers, the Holders of the Securities and any Participating Broker-Dealer
from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer
(which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the
requisite changes have been made):
     (i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration
  Statement or any post-effective amendment thereto has become effective;
      (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein
  or for additional information;
     (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of
  any proceedings for that purpose, of the issuance by the Commission of a notification of objection to the use of the form on which the
  Registration Statement has been filed, and of the happening of any event that causes the Company to become an “ineligible issuer,” as
  defined in Commission Rule 405;
     (iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the
  Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and
     (v) of the happening of any event that requires the Company to make changes in the Registration Statement or the prospectus in order
  that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact
  required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under
  which they were made) not misleading.
   (c) The Company shall use commercially reasonable efforts to obtain the withdrawal at the earliest possible time, of any order suspending
the effectiveness of the Registration Statement.
   (d) The Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at
least one copy of the Shelf Registration Statement and any post-effective amendment or supplement thereto, including financial statements
and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference). The
Company shall not, without the prior consent of the Initial Purchasers (which consent shall not be unreasonably withheld, conditioned or
delayed), make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Commission Rule 405.
    (e) The Company shall deliver to each Exchanging Dealer and each Initial Purchaser, and to any other Holder who so requests, without
charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial
statements and schedules, and, if any Initial Purchaser or any such Holder requests, all exhibits thereto (including those incorporated by
reference).

                                                                      6
   (f) The Company shall, during the period of effectiveness of the Shelf Registration Statement provided for in Section 3(b), deliver to each
Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including
each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may
reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or
supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the
prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.
    (g) The Company shall deliver to each Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such other persons
required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in
the Exchange Offer Registration Statement and any amendment or supplement thereto as such persons may reasonably request. The
Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by any
Initial Purchaser, if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the
Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any
amendment or supplement thereto, included in such Exchange Offer Registration Statement.
   (h) Prior to any public offering of the Securities, pursuant to any Registration Statement, the Company shall use commercially reasonable
efforts to register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with
the registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of such states of the United States
as any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the
offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company shall not
be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would
subject it to general service of process or to taxation in any jurisdiction where it is not then so subject.
    (i) The Company shall reasonably cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of
certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such
denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of the Securities pursuant
to such Registration Statement.
   (j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 4(b) above during the period for which the
Company is required to maintain an effective Registration Statement, the Company shall promptly prepare and file a post-effective
amendment to the Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter
delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. If the Company notifies the Initial Purchasers, the Holders of the Securities and any known
Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 4(b) above to suspend the use of the prospectus until
the requisite changes to the prospectus have been made, then the Initial Purchasers, the Holders of the Securities and any such Participating
Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in
Section 3(b) above and the Exchange Offer Registration Statement provided for in Section 2 above shall each be extended by the number of
days from and including the date of the giving of such notice to and including the date when the Initial Purchasers, the Holders of the

                                                                       7
Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this
Section 4(j). During the period during which the Company is required to maintain an effective Shelf Registration Statement pursuant to this
Agreement, the Company will prior to the three-year expiration of that Shelf Registration Statement file, and use commercially reasonable
efforts to cause to be declared effective (unless it becomes effective automatically upon filing) within a period that avoids any interruption in
the ability of Holders of Securities covered by the expiring Shelf Registration Statement to make registered dispositions, a new registration
statement relating to the Securities, which shall be deemed the “Shelf Registration Statement” for purposes of this Agreement.
   (k) Not later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the
Exchange Securities or the Private Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for
the Exchange Securities or the Private Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust
Company.
   (l) The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the
Registered Exchange Offer or the Shelf Registration and will make generally available to its security holders (or otherwise provide in
accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act,
no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the
Company’s first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month
period.
   (m) The Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture
Act”), in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such
qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder
pursuant to the applicable provisions of the Indenture.
   (n) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the
Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably
require for inclusion in the Shelf Registration Statement, and the Company may exclude from such registration the Securities of any Holder
that fails to furnish such information within a reasonable time after receiving such request.
   (o) The Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and
take all such other action, if any, as Holders of a majority of the aggregate principal amount of the Transfer Restricted Securities (the “
Required Holders ”) shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration;
provided that the Company shall not be required to enter into an underwriting agreement (or similar agreement in respect of an underwritten
public offering) more than once; provided further that, if the Required Holders shall request that the Company enter into an underwriting
agreement (or similar agreement in respect of an underwritten public offering) at a time when another underwritten public offering with
respect to the Company’s securities has been commenced and is then continuing, then the Company may delay entry into the requested
underwriting agreement until the earlier of (i) the completion of the then existing underwritten public offering or (ii) the 60th day following
receipt of such request from the Required Holders.
   (p) In the case of any Shelf Registration, the Company shall (i) make reasonably available for inspection by the Holders of the Securities,
any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent
retained by the Holders of the Securities or any such underwriter all relevant financial and

                                                                      8
other records, pertinent corporate documents and properties of the Company and (ii) cause the Company’s officers, directors, employees,
accountants and auditors to supply all relevant information reasonably requested by the Holders of the Securities or any such underwriter,
attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable
such persons to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the
foregoing inspection and information gathering shall be coordinated on behalf of the Initial Purchasers by you and on behalf of the other
parties by one counsel designated by and on behalf of such other parties as described in Section 5 hereof.
    (q) In the case of any Shelf Registration, the Company, if requested by any Holder of Securities covered thereby, shall use its reasonable
best efforts to cause (i) its counsel to deliver an opinion in form and substance customary for offerings of such type and reasonably
acceptable to such Holders and the managing underwriting, if any, thereof, relating to the Securities and addressed to such Holders and the
managing underwriters, if any, thereof and dated the effective date of such Shelf Registration Statement (and, if such Shelf Registration
contemplates an underwritten offering, dated the closing date under the underwriting agreement relating thereto); (ii) its officers to execute
and deliver all customary documents and certificates and updates thereof requested by any underwriters of the applicable Securities; and
(iii) its independent public accountants and the independent public accountants with respect to any other entity for which financial
information is provided in the Shelf Registration Statement to provide to the selling Holders of the applicable Securities and any underwriter
therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with
primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of
Auditing Standards No. 72 (or any successor bulletins).
    (r) In the case of the Registered Exchange Offer, if requested by any Initial Purchaser or any known Participating Broker-Dealer that is,
at the time of such request, holding Initial Securities, the Company shall cause (i) its counsel to deliver to such Initial Purchaser or such
Participating Broker-Dealer a signed opinion in the form set forth in Section 7(d) of the Purchase Agreement with such changes as are
customary in connection with the preparation of a Registration Statement and (ii) its independent public accountants and the independent
public accountants with respect to any other entity for which financial information is provided in the Registration Statement to deliver to
such Initial Purchaser or such Participating Broker-Dealer a comfort letter, in customary form, meeting the requirements as to the substance
thereof as set forth in Sections 7(a) and 7(b) of the Purchase Agreement with appropriate date changes.
    (s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Initial Securities by Holders to the
Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities,
as the case may be, the Company shall mark, or caused to be marked, on the Initial Securities so exchanged that such Initial Securities are
being canceled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the Initial
Securities be marked as paid or otherwise satisfied.
   (t) In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an
underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “ Rules ”) of the
Financial Industry Regulatory Authority, Inc. (“ FINRA ”)) thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in complying with
the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 5121, shall so require, engaging a
“qualified independent underwriter” (as defined in Rule 5121) to participate in the preparation of the Registration Statement relating to such
Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by

                                                                     9
  such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such
  Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in
  Section 6 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply
  with the requirements of the Rules.
     (v) The Company shall use commercially reasonable efforts to take all other steps necessary to effect the registration of the Securities
  covered by a Registration Statement contemplated hereby.
   5. Registration Expenses . The Company shall bear all fees and expenses incurred in connection with the performance of its obligations
under Sections 2 through 4 hereof, whether or not the Registered Exchange Offer or a Shelf Registration is filed or becomes effective, and, in
the event of a Shelf Registration, shall bear or reimburse the Holders of the Securities covered thereby for the reasonable fees and
disbursements of one firm of counsel designated by the Holders of a majority in principal amount of the Initial Securities covered thereby to act
as counsel for the Holders of the Initial Securities in connection therewith.
    6. Indemnification . (a) The Company agrees to indemnify and hold harmless each Holder of the Securities, any Participating
Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act
or the Exchange Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the “
Indemnified Parties ”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including,
but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified
Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or
actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement
or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or “issuer free writing prospectus,” as defined in
Commission Rule 433 (“ Issuer FWP ”), relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the
circumstances under which they were made) not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other
expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect
thereof; provided, however, that (i) the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability
arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration
Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf
Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on
behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or
omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection
(a) shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the person asserting any such losses, claims, damages
or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered
(including through satisfaction of the conditions of Commission Rule 172) by such Holder or Participating Broker-Dealer under the Securities
Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker-Dealer results from
the fact that there was not conveyed to such person, at or prior to the time of the sale of such Securities to such person, an amended or
supplemented prospectus or, if permitted by Section 4(d), an Issuer FWP correcting such untrue statement or omission or alleged untrue
statement or omission if the Company had previously furnished copies thereof to such Holder or Participating Broker-Dealer; provided further,
however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party.
The Company shall also indemnify underwriters, their officers and directors and each person who controls such

                                                                         10
underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the
indemnification of the Holders of the Securities if requested by such Holders.
    (b) Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless the Company and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities
or any actions in respect thereof, to which the Company or any such controlling person may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in
any preliminary prospectus or Issuer FWP relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to
state therein a material fact necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they
were made) not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission
was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf
of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with
investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any
liability which such Holder may otherwise have to the Company or any of its controlling persons.
    (c) Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action or proceeding
(including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 6, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not
relieve the indemnifying party from any liability that it may have under subsection (a) or (b) above except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the
indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or
(b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this
Section 6 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in
connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened action 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 (i) includes an unconditional release of such indemnified party
from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.
    (d) If the indemnification provided for in this Section 6 is unavailable or insufficient to hold harmless an indemnified party under
subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other
from the exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by the foregoing clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the indemnifying party or parties on the one hand and the

                                                                          11
indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or
actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties 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 on the one hand or such Holder or such other indemnified party, as the case may
be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this
subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding any other provision of this
Section 6(d), the Holders of the Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds
received by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such
Holders have 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. For purposes of this paragraph (d), each person, if any, who controls such
indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified
party.
    (e) The agreements contained in this Section 6 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain
in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any
indemnified party.
   7. Additional Interest Under Certain Circumstances . (a) Additional interest (the “ Additional Interest ”) with respect to the Initial
Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “ Registration
Default ”):
      (i) If an Exchange Offer Registration Statement is required to be filed and it does not become effective by the Effectiveness Deadline;
      (ii) If the Registered Exchange Offer is not consummated within 60 days of the effectiveness of the Exchange Offer Registration
   Statement;
       (iii) If an effective Shelf Registration Statement is required to be filed with the Commission but does not become effective within 30 days
   following the event which required the filing of such Shelf Registration Statement; or
      (iv) If after either an Exchange Offer Registration Statement or a Shelf Registration Statement is declared (or becomes automatically)
   effective (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases
   to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified
   herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would
   include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the
   circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the
   related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration
   Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective.
    Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of such Securities from and including
the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured
or the Initial Securities cease to be Transfer Restricted Securities, whichever is earlier, at a rate of 0.25% per annum for the first

                                                                          12
90-day period immediately following the occurrence of a Registration Default (the “Initial Period”), and such rate will increase by 0.25% per
annum on the 91st day following the occurrence of such Registration Default (it being understood and agreed that the maximum Additional
Interest rate during the Initial Period shall be 0.25% per annum and the maximum Additional Interest rate thereafter shall be 0.50% per annum,
in each case, regardless of the number of Registration Defaults that shall have occurred and be continuing).
   (b) A Registration Default referred to in Section 7(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a
Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a
post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the
Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related
prospectus or (y) the occurrence of other material events with respect to the Company that would be required to be disclosed in such Shelf
Registration Statement or the related prospectus, and the disclosure of which in such Shelf Registration Statement or the related prospectus
would in the good faith determination of the Company (1) interfere with or affect the negotiation or completion of a transaction that is being
contemplated by the Company (whether or not a final decision has been made to undertake such transaction) and (2) involve initial or
continuing disclosure obligations that are not in the best interest of the Company or its stockholders at such time and (ii) in the case of clause
(y), the Company is proceeding in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such
events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days or more than an
aggregate of 90 days in any 12-month period, Additional Interest shall be payable in accordance with the above paragraph from the day such
Registration Default occurs until such Registration Default is cured.
   (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 7(a) above will be payable in cash on the
regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the
applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the
number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve
30-day months), and the denominator of which is 360.
   (d) “ Transfer Restricted Securities ” means each Security until (i) the date on which such Transfer Restricted Security has been
exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following
the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Security, the date on which such
Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus
contained in the Exchange Offer Registration Statement, (iii) the date on which such Initial Security has been effectively registered under the
Securities Act and disposed of in accordance with the Shelf Registration Statement, (iv) the date on which such Initial Security is distributed to
the public pursuant to Rule 144 under the Securities Act or (v) the earliest date that is no less than one year after the Issue Date and on which
such Security (except for Securities held by an affiliate of the Company) may be resold in reliance on paragraph (b)(1) of Rule 144 under the
Securities Act or (vi) the date on which such Initial Security shall cease to be outstanding.
   8. Rules 144 and 144A . For as long as any Transfer Restricted Securities remain outstanding, the Company will file with the Securities and
Exchange Commission (the “SEC”), and transmit to any Holder of Initial Securities, such information, documents and reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act, at the times and in the manner provided pursuant to the Trust
Indenture Act. In addition, the Company will furnish to any Holder of Initial Securities and to prospective purchasers of Initial Securities, upon
the requests of such Holder, any information required to be delivered pursuant to Rule 144A(d)(4) (or any successor provision) under the
Securities Act, so long as the notes are not freely transferable under the Securities Act. The Company will pay the expenses of printing and
distributing all such information.

                                                                        13
   9. Underwritten Registrations . If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an
underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“ Managing
Underwriters ”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be
included in such offering.
   No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other
documents reasonably required under the terms of such underwriting arrangements.
   10. Miscellaneous .
   (a) Amendments and Waivers . The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in
principal amount of the Securities affected by such amendment, modification, supplement, waiver or consents.
    (b) Notices . All communications hereunder will be in writing and, if sent to a Holder of the Securities, will be mailed, delivered or
telegraphed to the most current address given by such Holder to the Company, or, if sent to the Initial Purchasers, will be mailed, delivered or
telegraphed and confirmed to Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention:
LCD-IBD and Citigroup Global Markets Inc., 388 Greenwich Street, New York, N.Y. 10013, Attention: General Counsel, or, if sent to the
Company, will be mailed, delivered or telegraphed and confirmed to it care of Express Scripts, Inc., One Express Way, St. Louis, MO 63121,
Attention: Keith Ebling, General Counsel; provided, however, that any notice to an Initial Purchaser pursuant to Section 6 will be mailed,
delivered or telegraphed and confirmed to such Initial Purchaser.
   (c) No Inconsistent Agreements . The Company has not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter
into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the
provisions hereof.
    (d) Merger Date Guarantors; Successors and Assigns . This Agreement shall become effective as to, and binding upon, each of the Merger
Date Guarantors upon execution and delivery of a Counterpart. Upon execution of a Counterpart, each Merger Date Guarantor agrees to be
bound by the terms, conditions and other provisions of this Agreement as described in the Counterpart, with all rights, duties and obligations
stated herein, with the same force and effect as if such party had executed this Agreement on the date hereof. This Agreement shall be binding
upon the Company and its successors and assigns.
   (e) Counterparts . 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.
   (f) Headings . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning
hereof.
  (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.
    (h) Severability . If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid,
illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

                                                                          14
   (i) Securities Held by the Company . Whenever the consent or approval of Holders of a specified percentage of principal amount of
Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such
subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required percentage.

                                                                       15
   If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and
the Closing Date Guarantors in accordance with its terms.

                                                                      16
Very truly yours,

ARISTOTLE HOLDING, INC.

By:    /s/ George Paz
       Name:      George Paz
       Title:     Chairman, Chief Executive Officer and
                  President

EXPRESS SCRIPTS, INC.

By:    /s/ George Paz
       Name:      George Paz
       Title:     Chairman, Chief Executive Officer and
                  President

AIRPORT HOLDINGS, LLC
ESI REALTY, LLC
By: Express Scripts, Inc., as sole Member

By:    /s/ George Paz
       Name:      George Paz
       Title:     Chairman, Chief Executive Officer and
                  President
BYFIELD DRUG, INC.
CARE CONTINUUM, INC.
CFI OF NEW JERSEY, INC.
CHESAPEAKE INFUSION, INC.
CONNECTYOURCARE COMPANY LLC
CONNECTYOURCARE, LLC
CURASCRIPT PBM SERVICES INC.
DIVERSIFIED PHARMACEUTICAL SERVICES, INC.
ESI ACQUISITION, INC.
ESI CLAIMS, INC.
ESI ENTERPRISES, LLC
ESI MAIL ORDER PROCESSING, INC.
EXPRESS SCRIPTS CANADA HOLDING CO.
EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC
EXPRESS SCRIPTS SALES DEVELOPMENT CO.
FRECO, INC.
FREEDOM SERVICE COMPANY, LLC
HEALTHBRIDGE, INC.
HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC.
iBIOLOGIC, INC.
IVTX, INC.
LYNNFIELD COMPOUNDING CENTER, INC.
LYNNFIELD DRUG, INC.
MATRIX GPO LLC
NATIONAL PRESCRIPTION ADMINISTRATORS, INC.
PRIORITY HEALTHCARE CORPORATION
PRIORITY HEALTHCARE CORPORATION WEST
PRIORITY HEALTHCARE DISTRIBUTION, INC.
PRIORITY HEALTHCARE PHARMACY, INC.
PRIORITYHEALTHCARE.COM, INC.
SINUSPHARMACY, INC.
SPECIALTY INFUSION PHARMACY, INC.
SPECTRACARE, INC.
SPECTRACARE HEALTH CARE VENTURES, INC.
SPECTRACARE INFUSION PHARMACY, INC.
VALUE HEALTH, INC.
YOURPHARMACY.COM, INC.

By:   /s/ Keith J. Ebling
      Name:        Keith J. Ebling
      Title:       Vice President
CURASCRIPT, INC.
ESI MAIL PHARMACY SERVICE, INC.
EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC.
EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO.
MOORESVILLE ON-SITE PHARMACY, LLC

By:   /s/ Patrick McNamee
      Name:       Patrick McNamee
      Title:      President

ESI-GP HOLDINGS, INC.

ESI RESOURCES, INC.

By:   /s/ Tom Rocheford
      Name:     Tom Rocheford
      Title:    President

ESI PARTNERSHIP

By: Express Scripts, Inc., as Partner

By:   /s/ Martin P. Akins
      Name:       Martin P. Akins
      Title:      Vice President and Deputy General Counsel

By: ESI-GP Holdings, Inc., as Partner

By:   /s/ Tom Rocheford
      Name:     Tom Rocheford
      Title:    President
SPECTRACARE OF INDIANA

By: Spectracare, Inc., as Partner

By:   /s/ Keith J. Ebling
      Name:        Keith J. Ebling
      Title:       Vice President

By: Care Continuum, Inc., as Partner

By:   /s/ Keith J. Ebling
      Name:        Keith J. Ebling
      Title:       Vice President

EXPRESS SCRIPTS MSA, LLC
EXPRESS SCRIPTS WC, INC.

By:   /s/ Edward Ignaczak
      Name:      Edward Ignaczak
      Title:     President

EXPRESS SCRIPTS SENIOR CARE, INC.
EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC.

By:   /s/ George Paz
      Name:      George Paz
      Title:     President

EXPRESS SCRIPTS CANADA HOLDING, LLC

By:   /s/ Keith J. Ebling
      Name:        Keith J. Ebling
      Title:       Vice President
The foregoing Registration Rights Agreement is hereby
confirmed and accepted as of the date first above
written.
          Acting on behalf of themselves and as the
          Representatives of the Initial Purchasers

CREDIT SUISSE SECURITIES (USA) LLC

By:   /s/ Michael Muntner
      Name:       Michael Muntner
      Title:      Managing Director
CITIGROUP GLOBAL MARKETS INC.

By:   /s/ Brian D. Bednarski
      Name:       Brian D. Bednarski
      Title:      Managing Director
                                                                                                                                      ANNEX A
   Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of
Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as
defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of
Distribution.”
                                                                                                                                       ANNEX B
   Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities
were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”
                                                                                                                                        ANNEX C


                                                           PLAN OF DISTRIBUTION
    Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for
a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale. In addition, until      , 20 , all dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus. (1)
   The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by
broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any
such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions
or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange
Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution
of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale
of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation
under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
   For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment
or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to
pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the
Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.


(1)   In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.
                                                                                                                                         ANNEX D
 CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS
AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.



                            Name:
                            Address:



If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of
Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial
Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus
in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will
not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
                                                                                                                                      Exhibit A

                                                 Counterpart to Registration Rights Agreement
   Each signatory hereto (a “ Merger Date Guarantor ”) hereby agrees to join and become a party to the Registration Rights Agreement,
dated as of November 21, 2011, among Aristotle Holding, Inc. (the “ Issuer ”) the Guarantors (as defined therein) party thereto and Credit
Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as representatives of the Initial Purchasers (as defined therein), in respect of
the Issuer’s 2.750% Senior Notes due 2014 (the “ Registration Rights Agreement ”), as of the execution and delivery of this counterpart as
though it had entered into the Registration Rights Agreement on November 21, 2011. Each Merger Date Guarantor hereby further agrees,
effective upon the execution and delivery of this counterpart, to be bound by all of the covenants, agreements and obligations of the
“Company” or of a “Guarantor” under the Registration Rights Agreement. For the avoidance of doubt, such covenants, agreements and
obligations shall include, but not be limited to, the obligations enumerated in Sections 2, 3, 4, 5, 6, 8 and 10 of the Registration Rights
Agreement.
Dated:_____________________________
[ Name of Guarantor ]

By:
      Name:
      Title:
                                                                                                                                       Exhibit 10.2

                                                                                                                             EXECUTION COPY


                                                             Aristotle Holding, Inc.
                                                $1,250,000,000 3.500% Senior Notes Due 2016
                                                  REGISTRATION RIGHTS AGREEMENT

                                                                                                                                November 21, 2011
CREDIT SUISSE SECURITIES (USA) LLC,
 Eleven Madison Avenue,
 New York, N.Y. 10010-3629
CITIGROUP GLOBAL MARKETS INC.,
 388 Greenwich Street,
 New York, N.Y. 10013
As representatives (the “ Representatives ”) of the Initial Purchasers
Dear Sirs:
   Aristotle Holding, Inc., a Delaware corporation (the “ Issuer ”), proposes to issue and sell, upon the terms set forth in a purchase agreement
dated November 14, 2011 (as amended prior to the date hereof, the “ Purchase Agreement ”), to the several initial purchasers named in
Schedule A to the Purchase Agreement (the “ Initial Purchasers ”), $1,250,000,000 aggregate principal amount of its 3.500% Senior Notes
due 2016 (the “ Initial Securities ”) to be unconditionally guaranteed (the " Guaranties ”) by the Guarantors (as defined below) and any other
entity that becomes a guarantor of the Initial Securities following the Closing Date pursuant to the terms of the Indenture (as defined below).
As used herein, (i) prior to the consummation of the Mergers and the execution and delivery of any Joinder Agreements and Supplemental
Indentures (as defined below) by the Merger Date Guarantors, “Guarantors” means the Closing Date Guarantors and, following the
consummation of the Mergers and the execution and delivery of each Joinder Agreement and Supplemental Indenture by a Merger Date
Guarantor, “Guarantors” means the Closing Date Guarantors and the Merger Date Guarantors party thereto, (ii) the “Company” refers to the
Issuer together with the Guarantors and (iii) capitalized terms used but not defined herein have the meanings ascribed to such terms in the
Purchase Agreement.
    The Initial Securities will be issued pursuant to an indenture, dated as of November 21, 2011, and supplemented by a supplemental
indenture (a “ Supplemental Indenture ”) dated as of November 21, 2011, among the Issuer, the Closing Date Guarantors and Wells Fargo
Bank, National Association, as Trustee (as supplemented on November 21, 2011, and as may be supplemented from time to time thereafter, the
“ Indenture ”). On the Merger Date Medco will, and within 60 days following the Merger Date each other Merger Date Guarantor will, enter
into (i) a Supplemental Indenture, pursuant to which each such Merger Date Guarantor will unconditionally guarantee the Initial Securities and
(ii) a counterpart to this Agreement in the form attached hereto as Exhibit A (each, a “ Counterpart ”). As an inducement to the Initial
Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation,
the Initial Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively, the “
Holders ”), as follows:
   1. Assumption and Adoption of this Agreement by the Merger Date Guarantors. On the Merger Date, Medco will execute a Counterpart,
and on the date that each other Merger Date Guarantor is required to guarantee the Offered Securities pursuant to the terms of the Indenture,
each such other Merger Date Guarantor will execute a Counterpart.
  2. Registered Exchange Offer . The Company shall, at its own cost, prepare and file with the Securities and Exchange Commission (the “
Commission ”) a registration statement (the “ Exchange Offer
Registration Statement ”) on an appropriate form under the Securities Act of 1933, as amended (the " Securities Act ”), with respect to a
proposed offer (the “ Registered Exchange Offer ”) to the Holders of Transfer Restricted Securities (as defined in Section 7 hereof), who are
not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such
Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “ Exchange Securities ”) of the Issuer
issued under the Indenture, guaranteed by the Guarantors and otherwise identical in all material respects to the Initial Securities (except for the
transfer restrictions relating to the Initial Securities, the special mandatory redemption relating to the Initial Securities, the provisions relating to
the matters described in Section 7 hereof and any other provisions of the Indentures that are no longer applicable to any party thereto as a result
of the consummation of the Mergers) that would be registered under the Securities Act. The Company shall (i) use commercially reasonable
efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 360 days (or if the 360th day
is not a business day, the first business day thereafter) after the date of original issue of the Initial Securities (the “ Issue Date ”); provided that
such date shall not be earlier than the 60th day following the consummation of the Mergers (the later of the date that is the 360th day after the
date of issuance of the Initial Securities and the 60th day after the consummation of the Mergers, the “ Effectiveness Deadline ”), (ii) as soon
as practicable after the effectiveness of the Exchange Offer Registration Statement, offer the Exchange Securities in exchange for the Initial
Securities and complete such Registered Exchange Offer not later than 60 days after such Exchange Offer Registration Statement becomes
effective (or if such 60th day is not a business day, the next succeeding business day) and (iii) keep the Registered Exchange Offer open for not
less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the
Holders (such period being called the “ Exchange Offer Registration Period ”). For the avoidance of doubt, such Exchange Offer
Registration Statement may include debt securities of the Company other than the Initial Securities.
    If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer in not less than
20 business days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered
in accordance with the terms of the Registered Exchange Offer.
   Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall as soon as practicable
commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer
Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that at the time of the commencement of the
Registered Exchange Offer such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange
Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the distribution of the
Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to
trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of the several states of the United States.
   The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the
absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its
own account as a result of market making activities or other trading activities, for Exchange Securities (an “ Exchanging Dealer ”), is required
to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer
Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such
prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange
Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Initial Securities constituting any portion of
an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the
Securities Act, as applicable, in connection with such sale.
   The Company shall use commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and
supplement the prospectus contained therein, in order to permit such

                                                                            2
prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time
as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where
such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period
shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held
by them (unless such period is extended pursuant to Section 4(j) below) and (ii) the Company shall make such prospectus and any amendment
or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less
than 90 days after the consummation of the Registered Exchange Offer.
   If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue
and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “ Private Exchange ”) for the Initial
Securities held by such Initial Purchaser, a like principal amount of debt securities of the Issuer issued under the Indenture, guaranteed by the
Guarantors and otherwise identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the
securities laws of the several states of the United States, but excluding the special mandatory redemption relating to the Initial Securities, the
provisions relating to the matters described in Section 7 hereof and any other provisions of the Indenture that are no longer applicable to a party
thereto as a result of the consummation of the Mergers) to the Initial Securities (the “ Private Exchange Securities ”). The Initial Securities
and the guarantees thereof, the Exchange Securities and the guarantees thereof and the Private Exchange Securities and the guarantees thereof
are herein collectively called the " Securities ”.
   In connection with the Registered Exchange Offer, the Company shall:
      (a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate
  letter of transmittal and related documents;
     (b) keep the Registered Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date
  notice thereof is mailed to the Holders;
    (c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New
  York, which may be the Trustee or an affiliate of the Trustee;
    (d) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last business day on
  which the Registered Exchange Offer shall remain open; and
      (e) otherwise comply with all applicable laws.
   As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company shall:
     (x) accept for exchange all the Initial Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer and the
  Private Exchange;
      (y) deliver to the Trustee for cancellation all the Initial Securities so accepted for exchange; and

                                                                          3
     (z) cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities or Private
   Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange.
   The Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all
the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a
class separate from one another on any matter.
    Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private
Exchange will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor
or, if no interest has been paid on the Initial Securities, from the date of original issue of the Initial Securities.
   Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the
consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course
of business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution of the Initial
Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an “affiliate” as defined in Rule 405 of
the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of
the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in,
the distribution of the Exchange Securities, (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities and (vi) such Holder is not acting on
behalf of any person who could not truthfully make the foregoing representations.
   Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any
amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities
Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it
becomes effective, contain an 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 and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any
supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
   3. Shelf Registration . If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the
Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 2 hereof, (ii) the Registered Exchange Offer is not
consummated within 60 days after the Exchange Offer Registration Statement becomes effective, (iii) any Initial Purchaser so requests with
respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered
Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging
Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that
participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange,
the Company shall take the following actions:
       (a) The Company shall, at its cost, as promptly as practicable (but in no event more than 30 days after so required or requested pursuant
   to this Section 3) file with the Commission and thereafter shall use commercially reasonable efforts to cause to be declared effective (unless
   it

                                                                           4
  becomes effective automatically upon filing) a registration statement (the “ Shelf Registration Statement ” and, together with the Exchange
  Offer Registration Statement, a “ Registration Statement ”) on an appropriate form under the Securities Act relating to the offer and sale of
  the Transfer Restricted Securities (as defined in Section 7 hereof) by the Holders thereof from time to time in accordance with the methods
  of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “ Shelf Registration ”);
  provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf
  Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
     (b) The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to
  permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities for a period of one year (or such
  longer period extended pursuant to Section 4(j) below) from the Issue Date or such shorter period that will terminate when all the Securities
  covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) have been distributed to the public pursuant to
  Rule 144 under the Securities Act. The Company shall be deemed not to have used commercially reasonable efforts to keep the Shelf
  Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities
  covered thereby not being able to offer and sell such Securities during that period, unless (i) such action is required by applicable law or (ii)
  such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations
  hereunder), including, but not limited to, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with
  the requirements of Section 4(j) hereof, if applicable.
      (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement
  and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement,
  amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and
  regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be
  stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not
  misleading.
  4. Registration Procedures . In connection with any Shelf Registration contemplated by Section 3 hereof and, to the extent applicable, any
Registered Exchange Offer contemplated by Section 2 hereof, the following provisions shall apply:
     (a) The Company shall (i) furnish to each Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Registration
  Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial
  Purchaser (with respect to any portion of an unsold allotment from the original offering) is participating in the Registered Exchange Offer or
  the Shelf Registration Statement, the Company shall use commercially reasonable efforts to reflect in each such document, when so filed
  with the Commission, such comments as such Initial Purchaser reasonably may propose; (ii) include the information set forth in Annex A
  hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and in
  Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and
  include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if
  requested by an Initial Purchaser, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as
  applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in
  the Exchange Offer Registration

                                                                         5
Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Initial Purchasers, which shall contain a summary statement
of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer
that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) of
Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “ Participating Broker-Dealer ”), whether such
positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable
judgment of the Initial Purchasers based upon advice of counsel (which may be in-house counsel), represent the prevailing views of the staff
of the Commission; and (v) in the case of a Shelf Registration Statement, include in the prospectus included in the Shelf Registration
Statement (or, if permitted by Commission Rule 430B(b), in a prospectus supplement that becomes a part thereof pursuant to Commission
Rule 430B(f)) that is delivered to any Holder pursuant to Section 4(d) and (f), the names of the Holders, who propose to sell Securities
pursuant to the Shelf Registration Statement, as selling securityholders.
   (b) The Company shall give written notice to the Initial Purchasers, the Holders of the Securities and any Participating Broker-Dealer
from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer
(which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the
requisite changes have been made):
     (i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration
  Statement or any post-effective amendment thereto has become effective;
      (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein
  or for additional information;
     (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of
  any proceedings for that purpose, of the issuance by the Commission of a notification of objection to the use of the form on which the
  Registration Statement has been filed, and of the happening of any event that causes the Company to become an “ineligible issuer,” as
  defined in Commission Rule 405;
     (iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the
  Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and
     (v) of the happening of any event that requires the Company to make changes in the Registration Statement or the prospectus in order
  that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact
  required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under
  which they were made) not misleading.
   (c) The Company shall use commercially reasonable efforts to obtain the withdrawal at the earliest possible time, of any order suspending
the effectiveness of the Registration Statement.
   (d) The Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at
least one copy of the Shelf Registration Statement and any post-effective amendment or supplement thereto, including financial statements
and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any,

                                                                      6
incorporated by reference). The Company shall not, without the prior consent of the Initial Purchasers (which consent shall not be
unreasonably withheld, conditioned or delayed), make any offer relating to the Securities that would constitute a “free writing prospectus,”
as defined in Commission Rule 405.
    (e) The Company shall deliver to each Exchanging Dealer and each Initial Purchaser, and to any other Holder who so requests, without
charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial
statements and schedules, and, if any Initial Purchaser or any such Holder requests, all exhibits thereto (including those incorporated by
reference).
   (f) The Company shall, during the period of effectiveness of the Shelf Registration Statement provided for in Section 3(b), deliver to each
Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including
each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may
reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or
supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the
prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.
    (g) The Company shall deliver to each Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such other persons
required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in
the Exchange Offer Registration Statement and any amendment or supplement thereto as such persons may reasonably request. The
Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by any
Initial Purchaser, if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the
Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any
amendment or supplement thereto, included in such Exchange Offer Registration Statement.
   (h) Prior to any public offering of the Securities, pursuant to any Registration Statement, the Company shall use commercially reasonable
efforts to register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with
the registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of such states of the United States
as any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the
offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company shall not
be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would
subject it to general service of process or to taxation in any jurisdiction where it is not then so subject.
    (i) The Company shall reasonably cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of
certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such
denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of the Securities pursuant
to such Registration Statement.
  (j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 4(b) above during the period for which the
Company is required to maintain an effective Registration Statement, the Company shall promptly prepare and file a post-effective
amendment to the Registration Statement or a supplement to the related prospectus and any other required

                                                                       7
document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. If the Company notifies the Initial Purchasers, the Holders of the
Securities and any known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 4(b) above to suspend the
use of the prospectus until the requisite changes to the prospectus have been made, then the Initial Purchasers, the Holders of the Securities
and any such Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration
Statement provided for in Section 3(b) above and the Exchange Offer Registration Statement provided for in Section 2 above shall each be
extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial
Purchasers, the Holders of the Securities and any known Participating Broker-Dealer shall have received such amended or supplemented
prospectus pursuant to this Section 4(j). During the period during which the Company is required to maintain an effective Shelf Registration
Statement pursuant to this Agreement, the Company will prior to the three-year expiration of that Shelf Registration Statement file, and use
commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) within a period that
avoids any interruption in the ability of Holders of Securities covered by the expiring Shelf Registration Statement to make registered
dispositions, a new registration statement relating to the Securities, which shall be deemed the “Shelf Registration Statement” for purposes
of this Agreement.
   (k) Not later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the
Exchange Securities or the Private Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for
the Exchange Securities or the Private Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust
Company.
   (l) The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the
Registered Exchange Offer or the Shelf Registration and will make generally available to its security holders (or otherwise provide in
accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act,
no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the
Company’s first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month
period.
   (m) The Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture
Act”), in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such
qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder
pursuant to the applicable provisions of the Indenture.
   (n) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the
Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably
require for inclusion in the Shelf Registration Statement, and the Company may exclude from such registration the Securities of any Holder
that fails to furnish such information within a reasonable time after receiving such request.
   (o) The Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and
take all such other action, if any, as Holders of a majority of the aggregate principal amount of the Transfer Restricted Securities (the “
Required

                                                                     8
Holders ”) shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration; provided that
the Company shall not be required to enter into an underwriting agreement (or similar agreement in respect of an underwritten public
offering) more than once; provided further that, if the Required Holders shall request that the Company enter into an underwriting agreement
(or similar agreement in respect of an underwritten public offering) at a time when another underwritten public offering with respect to the
Company’s securities has been commenced and is then continuing, then the Company may delay entry into the requested underwriting
agreement until the earlier of (i) the completion of the then existing underwritten public offering or (ii) the 60th day following receipt of
such request from the Required Holders.
   (p) In the case of any Shelf Registration, the Company shall (i) make reasonably available for inspection by the Holders of the Securities,
any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent
retained by the Holders of the Securities or any such underwriter all relevant financial and other records, pertinent corporate documents and
properties of the Company and (ii) cause the Company’s officers, directors, employees, accountants and auditors to supply all relevant
information reasonably requested by the Holders of the Securities or any such underwriter, attorney, accountant or agent in connection with
the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons to conduct a reasonable investigation
within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering shall be
coordinated on behalf of the Initial Purchasers by you and on behalf of the other parties by one counsel designated by and on behalf of such
other parties as described in Section 5 hereof.
    (q) In the case of any Shelf Registration, the Company, if requested by any Holder of Securities covered thereby, shall use its reasonable
best efforts to cause (i) its counsel to deliver an opinion in form and substance customary for offerings of such type and reasonably
acceptable to such Holders and the managing underwriting, if any, thereof, relating to the Securities and addressed to such Holders and the
managing underwriters, if any, thereof and dated the effective date of such Shelf Registration Statement (and, if such Shelf Registration
contemplates an underwritten offering, dated the closing date under the underwriting agreement relating thereto); (ii) its officers to execute
and deliver all customary documents and certificates and updates thereof requested by any underwriters of the applicable Securities; and
(iii) its independent public accountants and the independent public accountants with respect to any other entity for which financial
information is provided in the Shelf Registration Statement to provide to the selling Holders of the applicable Securities and any underwriter
therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with
primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of
Auditing Standards No. 72 (or any successor bulletins).
    (r) In the case of the Registered Exchange Offer, if requested by any Initial Purchaser or any known Participating Broker-Dealer that is,
at the time of such request, holding Initial Securities, the Company shall cause (i) its counsel to deliver to such Initial Purchaser or such
Participating Broker-Dealer a signed opinion in the form set forth in Section 7(d) of the Purchase Agreement with such changes as are
customary in connection with the preparation of a Registration Statement and (ii) its independent public accountants and the independent
public accountants with respect to any other entity for which financial information is provided in the Registration Statement to deliver to
such Initial Purchaser or such Participating Broker-Dealer a comfort letter, in customary form, meeting the requirements as to the substance
thereof as set forth in Sections 7(a) and 7(b) of the Purchase Agreement with appropriate date changes.
  (s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Initial Securities by Holders to the
Company (or to such other Person as directed

                                                                     9
  by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall mark,
  or caused to be marked, on the Initial Securities so exchanged that such Initial Securities are being canceled in exchange for the Exchange
  Securities or the Private Exchange Securities, as the case may be; in no event shall the Initial Securities be marked as paid or otherwise
  satisfied.
      (t) In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an
  underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “ Rules ”) of the
  Financial Industry Regulatory Authority, Inc. (“ FINRA ”)) thereof, whether as a Holder of such Securities or as an underwriter, a
  placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in complying with
  the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 5121, shall so require, engaging a
  “qualified independent underwriter” (as defined in Rule 5121) to participate in the preparation of the Registration Statement relating to such
  Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such
  Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities,
  (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6
  hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the
  requirements of the Rules.
     (v) The Company shall use commercially reasonable efforts to take all other steps necessary to effect the registration of the Securities
  covered by a Registration Statement contemplated hereby.
   5. Registration Expenses . The Company shall bear all fees and expenses incurred in connection with the performance of its obligations
under Sections 2 through 4 hereof, whether or not the Registered Exchange Offer or a Shelf Registration is filed or becomes effective, and, in
the event of a Shelf Registration, shall bear or reimburse the Holders of the Securities covered thereby for the reasonable fees and
disbursements of one firm of counsel designated by the Holders of a majority in principal amount of the Initial Securities covered thereby to act
as counsel for the Holders of the Initial Securities in connection therewith.
    6. Indemnification . (a) The Company agrees to indemnify and hold harmless each Holder of the Securities, any Participating
Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act
or the Exchange Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the “
Indemnified Parties ”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including,
but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified
Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or
actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement
or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or “issuer free writing prospectus,” as defined in
Commission Rule 433 (“ Issuer FWP ”), relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the
circumstances under which they were made) not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other
expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect
thereof; provided, however, that (i) the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability
arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration
Statement or

                                                                         10
prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration in
reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such
Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made
in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not
inure to the benefit of any Holder or Participating Broker-Dealer from whom the person asserting any such losses, claims, damages or liabilities
purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered (including through
satisfaction of the conditions of Commission Rule 172) by such Holder or Participating Broker-Dealer under the Securities Act in connection
with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker-Dealer results from the fact that there
was not conveyed to such person, at or prior to the time of the sale of such Securities to such person, an amended or supplemented prospectus
or, if permitted by Section 4(d), an Issuer FWP correcting such untrue statement or omission or alleged untrue statement or omission if the
Company had previously furnished copies thereof to such Holder or Participating Broker-Dealer; provided further, however, that this indemnity
agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. The Company shall also
indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or
the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested by such
Holders.
    (b) Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless the Company and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities
or any actions in respect thereof, to which the Company or any such controlling person may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in
any preliminary prospectus or Issuer FWP relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to
state therein a material fact necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they
were made) not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission
was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf
of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with
investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any
liability which such Holder may otherwise have to the Company or any of its controlling persons.
    (c) Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action or proceeding
(including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 6, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not
relieve the indemnifying party from any liability that it may have under subsection (a) or (b) above except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the
indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or
(b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the

                                                                          11
indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses, other than reasonable costs
of investigation, subsequently incurred by such indemnified party in connection with the defense thereof. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement of any pending or threatened action 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 (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such
action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified
party.
    (d) If the indemnification provided for in this Section 6 is unavailable or insufficient to hold harmless an indemnified party under
subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other
from the exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by the foregoing clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties 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
on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of
the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject
of this subsection (d). Notwithstanding any other provision of this Section 6(d), the Holders of the Securities shall not be required to contribute
any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to a
Registration Statement exceeds the amount of damages which such Holders have 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. For
purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the
Exchange Act shall have the same rights to contribution as such indemnified party.
    (e) The agreements contained in this Section 6 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain
in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any
indemnified party.
   7. Additional Interest Under Certain Circumstances . (a) Additional interest (the " Additional Interest ”) with respect to the Initial
Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “ Registration
Default ”):
      (i) If an Exchange Offer Registration Statement is required to be filed and it does not become effective by the Effectiveness Deadline;
     (ii) If the Registered Exchange Offer is not consummated within 60 days of the effectiveness of the Exchange Offer Registration
  Statement;

                                                                          12
       (iii) If an effective Shelf Registration Statement is required to be filed with the Commission but does not become effective within 30 days
   following the event which required the filing of such Shelf Registration Statement; or
      (iv) If after either an Exchange Offer Registration Statement or a Shelf Registration Statement is declared (or becomes automatically)
   effective (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases
   to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified
   herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would
   include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the
   circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the
   related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration
   Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective.
    Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of such Securities from and including
the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured
or the Initial Securities cease to be Transfer Restricted Securities, whichever is earlier, at a rate of 0.25% per annum for the first 90-day period
immediately following the occurrence of a Registration Default (the “Initial Period”), and such rate will increase by 0.25% per annum on the
91st day following the occurrence of such Registration Default (it being understood and agreed that the maximum Additional Interest rate
during the Initial Period shall be 0.25% per annum and the maximum Additional Interest rate thereafter shall be 0.50% per annum, in each case,
regardless of the number of Registration Defaults that shall have occurred and be continuing).
   (b) A Registration Default referred to in Section 7(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a
Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a
post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the
Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related
prospectus or (y) the occurrence of other material events with respect to the Company that would be required to be disclosed in such Shelf
Registration Statement or the related prospectus, and the disclosure of which in such Shelf Registration Statement or the related prospectus
would in the good faith determination of the Company (1) interfere with or affect the negotiation or completion of a transaction that is being
contemplated by the Company (whether or not a final decision has been made to undertake such transaction) and (2) involve initial or
continuing disclosure obligations that are not in the best interest of the Company or its stockholders at such time and (ii) in the case of clause
(y), the Company is proceeding in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such
events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days or more than an
aggregate of 90 days in any 12-month period, Additional Interest shall be payable in accordance with the above paragraph from the day such
Registration Default occurs until such Registration Default is cured.
   (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 7(a) above will be payable in cash on the
regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the
applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the
number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve
30-day months), and the denominator of which is 360.

                                                                          13
   (d) “ Transfer Restricted Securities ” means each Security until (i) the date on which such Transfer Restricted Security has been
exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following
the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Security, the date on which such
Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus
contained in the Exchange Offer Registration Statement, (iii) the date on which such Initial Security has been effectively registered under the
Securities Act and disposed of in accordance with the Shelf Registration Statement, (iv) the date on which such Initial Security is distributed to
the public pursuant to Rule 144 under the Securities Act or (v) the earliest date that is no less than one year after the Issue Date and on which
such Security (except for Securities held by an affiliate of the Company) may be resold in reliance on paragraph (b)(1) of Rule 144 under the
Securities Act or (vi) the date on which such Initial Security shall cease to be outstanding.
   8. Rules 144 and 144A . For as long as any Transfer Restricted Securities remain outstanding, the Company will file with the Securities and
Exchange Commission (the “SEC”), and transmit to any Holder of Initial Securities, such information, documents and reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act, at the times and in the manner provided pursuant to the Trust
Indenture Act. In addition, the Company will furnish to any Holder of Initial Securities and to prospective purchasers of Initial Securities, upon
the requests of such Holder, any information required to be delivered pursuant to Rule 144A(d)(4) (or any successor provision) under the
Securities Act, so long as the notes are not freely transferable under the Securities Act. The Company will pay the expenses of printing and
distributing all such information.
   9. Underwritten Registrations . If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an
underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“ Managing
Underwriters ”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be
included in such offering.
   No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other
documents reasonably required under the terms of such underwriting arrangements.
   10. Miscellaneous .
   (a) Amendments and Waivers . The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in
principal amount of the Securities affected by such amendment, modification, supplement, waiver or consents.
    (b) Notices . All communications hereunder will be in writing and, if sent to a Holder of the Securities, will be mailed, delivered or
telegraphed to the most current address given by such Holder to the Company, or, if sent to the Initial Purchasers, will be mailed, delivered or
telegraphed and confirmed to Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention:
LCD-IBD and Citigroup Global Markets Inc., 388 Greenwich Street, New York, N.Y. 10013, Attention: General Counsel, or, if sent to the
Company, will be mailed, delivered or telegraphed and confirmed to it care of Express Scripts, Inc., One Express Way, St. Louis, MO 63121,
Attention: Keith Ebling, General Counsel; provided, however, that any notice to an Initial Purchaser pursuant to Section 6 will be mailed,
delivered or telegraphed and confirmed to such Initial Purchaser.

                                                                        14
   (c) No Inconsistent Agreements . The Company has not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter
into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the
provisions hereof.
    (d) Merger Date Guarantors; Successors and Assigns . This Agreement shall become effective as to, and binding upon, each of the Merger
Date Guarantors upon execution and delivery of a Counterpart. Upon execution of a Counterpart, each Merger Date Guarantor agrees to be
bound by the terms, conditions and other provisions of this Agreement as described in the Counterpart, with all rights, duties and obligations
stated herein, with the same force and effect as if such party had executed this Agreement on the date hereof. This Agreement shall be binding
upon the Company and its successors and assigns.
   (e) Counterparts . 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.
   (f) Headings . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning
hereof.
  (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.
    (h) Severability . If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid,
illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.
   (i) Securities Held by the Company . Whenever the consent or approval of Holders of a specified percentage of principal amount of
Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such
subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required percentage.

                                                                          15
   If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and
the Closing Date Guarantors in accordance with its terms.

                                                                      16
Very truly yours,

ARISTOTLE HOLDING, INC.

By:    /s/ George Paz
       Name:      George Paz
       Title:     Chairman, Chief Executive Officer and
                  President

EXPRESS SCRIPTS, INC.

By:    /s/ George Paz
       Name:      George Paz
       Title:     Chairman, Chief Executive Officer and
                  President

AIRPORT HOLDINGS, LLC
ESI REALTY, LLC
By: Express Scripts, Inc., as sole Member

By:    /s/ George Paz
       Name:      George Paz
       Title:     Chairman, Chief Executive Officer and
                  President
BYFIELD DRUG, INC.
CARE CONTINUUM, INC.
CFI OF NEW JERSEY, INC.
CHESAPEAKE INFUSION, INC.
CONNECTYOURCARE COMPANY LLC
CONNECTYOURCARE, LLC
CURASCRIPT PBM SERVICES INC.
DIVERSIFIED PHARMACEUTICAL SERVICES, INC.
ESI ACQUISITION, INC.
ESI CLAIMS, INC.
ESI ENTERPRISES, LLC
ESI MAIL ORDER PROCESSING, INC.
EXPRESS SCRIPTS CANADA HOLDING CO.
EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC
EXPRESS SCRIPTS SALES DEVELOPMENT CO. FRECO, INC.
FREEDOM SERVICE COMPANY, LLC
HEALTHBRIDGE, INC.
HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC.
iBIOLOGIC, INC.
IVTX, INC.
LYNNFIELD COMPOUNDING CENTER, INC.
LYNNFIELD DRUG, INC.
MATRIX GPO LLC
NATIONAL PRESCRIPTION ADMINISTRATORS, INC.
PRIORITY HEALTHCARE CORPORATION
PRIORITY HEALTHCARE CORPORATION WEST
PRIORITY HEALTHCARE DISTRIBUTION, INC.
PRIORITY HEALTHCARE PHARMACY, INC.
PRIORITYHEALTHCARE.COM, INC.
SINUSPHARMACY, INC.
SPECIALTY INFUSION PHARMACY, INC.
SPECTRACARE, INC.
SPECTRACARE HEALTH CARE
VENTURES, INC.
SPECTRACARE INFUSION PHARMACY, INC.
VALUE HEALTH, INC.
YOURPHARMACY.COM, INC.

By:   /s/ Keith J. Ebling
      Name:        Keith J. Ebling
      Title:       Vice President
CURASCRIPT, INC.
ESI MAIL PHARMACY SERVICE, INC.
EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC.
EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO.
MOORESVILLE ON-SITE PHARMACY, LLC

By:   /s/ Patrick McNamee
      Name:       Patrick McNamee
      Title:      President

ESI-GP HOLDINGS, INC.
ESI RESOURCES, INC.

By:   /s/ Tom Rocheford
      Name:     Tom Rocheford
      Title:    President

ESI PARTNERSHIP

By: Express Scripts, Inc., as Partner

By:   /s/ Martin P. Akins
      Name:       Martin P. Akins
      Title:      Vice President and Deputy General Counsel

By: ESI-GP Holdings, Inc., as Partner

By:   /s/ Tom Rocheford
      Name:     Tom Rocheford
      Title:    President
SPECTRACARE OF INDIANA

By: Spectracare, Inc., as Partner

By:   /s/ Keith J. Ebling
      Name:        Keith J. Ebling
      Title:       Vice President

By: Care Continuum, Inc., as Partner

By:   /s/ Keith J. Ebling
      Name:        Keith J. Ebling
      Title:       Vice President

EXPRESS SCRIPTS MSA, LLC
EXPRESS SCRIPTS WC, INC.

By:   /s/ Edward Ignaczak
      Name:      Edward Ignaczak
      Title:     President

EXPRESS SCRIPTS SENIOR CARE, INC.
EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC.

By:   /s/ George Paz
      Name:      George Paz
      Title:     President

EXPRESS SCRIPTS CANADA HOLDING, LLC

By:   /s/ Keith J. Ebling
      Name:        Keith J. Ebling
      Title:       Vice President
The foregoing Registration Rights Agreement is hereby
confirmed and accepted as of the date first above
written.
  Acting on behalf of themselves and as the
  Representatives of the Initial Purchasers

      CREDIT SUISSE SECURITIES (USA) LLC

By:   /s/ Michael Muntner
      Name:        Michael Muntner
      Title:       Managing Director
CITIGROUP GLOBAL MARKETS INC.

By:   /s/ Brian D. Bednarski
      Name:       Brian D. Bednarski
      Title:      Managing Director
                                                                                                                                      ANNEX A
   Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of
Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as
defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of
Distribution.”
                                                                                                                                       ANNEX B
   Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities
were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”
                                                                                                                                       ANNEX C


                                                           PLAN OF DISTRIBUTION
    Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for
a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale. In addition, until    , 20 , all dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus. (1)
   The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by
broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any
such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions
or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange
Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution
of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale
of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation
under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
   For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment
or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to
pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the
Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.


(1)   In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.
                                                                                                                                         ANNEX D
 CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS
AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.


                Name:
                Address:



If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of
Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial
Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus
in connection with any resale of such Exchange Securities; however, by so ackno