EdgarFiling





Exhibit 4.1


 


 


 


 


 


 


 


 





 



 


 


3D SYSTEMS CORPORATION


 


AND


 


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,


 


as Trustee


 


INDENTURE


 


Dated as of November 16, 2021


 


0% Convertible Senior Notes due 2026


 


 


 


 


 


 


 


 






 


 


 


 


 


 


 


 


 


 






     


     


    

 


 


Table of Contents


______________________________________




 


Page


 


ARTICLE 1

DEFINITIONS


 





	Section 1.01.	Definitions	1
	Section 1.02.	References to Interest	11




 


ARTICLE 2

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES


 


	Section 2.01.	Designation and Amount	12
	Section 2.02.	Form of Notes	12
	Section 2.03.	Date and Denomination of Notes; No Regular Interest; Special Interest and Defaulted Amounts	12
	Section 2.04.	Execution, Authentication and Delivery of Notes	14
	Section 2.05.	Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	14
	Section 2.06.	Mutilated, Destroyed, Lost or Stolen Notes	20
	Section 2.07.	Temporary Notes	21
	Section 2.08.	Cancellation of Notes Paid, Converted, Etc	21
	Section 2.09.	CUSIP Numbers	22
	Section 2.10.	Additional Notes; Repurchases	22




 


ARTICLE 3

SATISFACTION AND DISCHARGE


 


	Section 3.01.	Satisfaction and Discharge	22




 


ARTICLE 4

PARTICULAR COVENANTS OF THE COMPANY


 


	Section 4.01.	Payment of Principal and Special Interest	23
	Section 4.02.	Maintenance of Office or Agency	23
	Section 4.03.	Appointments to Fill Vacancies in Trustee’s Office	23
	Section 4.04.	Provisions as to Paying Agent	23
	Section 4.05.	Existence	25
	Section 4.06.	Rule 144A Information Requirement and Annual Reports.	25
	Section 4.07.	Stay, Extension and Usury Laws	26
	Section 4.08.	Compliance Certificate; Statements as to Defaults	27
	Section 4.09.	Further Instruments and Acts	27




 


ARTICLE 5

LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE


 


	Section 5.01.	Lists of Holders	27
	Section 5.02.	Preservation and Disclosure of Lists	27




 


 






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ARTICLE 6

DEFAULTS AND REMEDIES


 


	Section 6.01.	Events of Default	27
	Section 6.02.	Acceleration; Rescission and Annulment	28
	Section 6.03.	Special Interest	29
	Section 6.04.	Payments of Notes on Default; Suit Therefor	30
	Section 6.05.	Application of Monies Collected by Trustee	31
	Section 6.06.	Proceedings by Holders	32
	Section 6.07.	Proceedings by Trustee	33
	Section 6.08.	Remedies Cumulative and Continuing	33
	Section 6.09.	Direction of Proceedings and Waiver of Defaults by Majority of Holders	33
	Section 6.10.	Notice of Defaults	34
	Section 6.11.	Undertaking to Pay Costs	34




 


ARTICLE 7

CONCERNING THE TRUSTEE


 


	Section 7.01.	Duties and Responsibilities of Trustee	34
	Section 7.02.	Rights of the Trustee.	35
	Section 7.03.	No Responsibility for Recitals, Etc	37
	Section 7.04.	Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes	37
	Section 7.05.	Monies to Be Held in Trust	37
	Section 7.06.	Compensation and Expenses of Trustee	37
	Section 7.07.	Reserved.	38
	Section 7.08.	Eligibility of Trustee	38
	Section 7.09.	Resignation or Removal of Trustee	38
	Section 7.10.	Acceptance by Successor Trustee	39
	Section 7.11.	Succession by Merger, Etc	40
	Section 7.12.	Reserved.	40




 


ARTICLE 8

CONCERNING THE HOLDERS


 


	Section 8.01.	Action by Holders	40
	Section 8.02.	Proof of Execution by Holders	41
	Section 8.03.	Who Are Deemed Absolute Owners	41
	Section 8.04.	Company-Owned Notes Disregarded	41
	Section 8.05.	Revocation of Consents; Future Holders Bound	41




 


 






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ARTICLE 9

HOLDERS’ MEETINGS


 


	Section 9.01.	Purpose of Meetings	42
	Section 9.02.	Call of Meetings by Trustee	42
	Section 9.03.	Call of Meetings by Company or Holders	42
	Section 9.04.	Qualifications for Voting	42
	Section 9.05.	Regulations	42
	Section 9.06.	Voting	43
	Section 9.07.	No Delay of Rights by Meeting	43




 





ARTICLE 10

SUPPLEMENTAL INDENTURES


 


	Section 10.01.	Supplemental Indentures Without Consent of Holders	44
	Section 10.02.	Supplemental Indentures -with Consent of Holders	45
	Section 10.03.	Effect of Supplemental Indentures	46
	Section 10.04.	Notation on Notes	46
	Section 10.05.	Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	46




 


 


ARTICLE 11

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE


 


	Section 11.01.	Company May Consolidate, Etc	46
	Section 11.02.	Successor Corporation to Be Substituted	47
	Section 11.03.	Officer’s Certificate and Opinion of Counsel to Be Given to Trustee	47




 


 


ARTICLE 12

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


 


	Section 12.01.	Indenture and Notes Solely Corporate Obligations	48




 


ARTICLE 13

[INTENTIONALLY OMITTED]


 


ARTICLE 14

CONVERSION OF NOTES


 


	Section 14.01.	Conversion Privilege	48
	Section 14.02.	Conversion Procedure; Settlement Upon Conversion.	51
	Section 14.03.	Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection -with Make-Whole Fundamental Changes or During a Redemption Period	54
	Section 14.04.	Adjustment of Conversion Rate	57
	Section 14.05.	Adjustments of Prices	64
	Section 14.06.	Shares to Be Fully Paid	65
	Section 14.07.	Effect of Recapitalizations, Reclassifications and Changes of the Common Stock.	65
	Section 14.08.	Certain Covenants	66
	Section 14.09.	Responsibility of Trustee	67
	Section 14.10.	Notice to Holders Prior to Certain Actions	67
	Section 14.11.	Stockholder Rights Plans	68
	Section 14.12.	Exchange in Lieu of Conversion	68




 


 






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ARTICLE 15

REPURCHASE OF NOTES AT OPTION OF HOLDERS


 


	Section 15.01.	[Intentionally Omitted],	69
	Section 15.02.	Repurchase at Option of Holders Upon a Fundamental Change	69
	Section 15.03.	Withdrawal of Fundamental Change Repurchase Notice	71
	Section 15.04.	Deposit of Fundamental Change Repurchase Price	71
	Section 15.05.	Covenant to Comply -with Applicable Laws Upon Repurchase of Notes	72




 


 


ARTICLE 16

OPTIONAL REDEMPTION


 


	Section 16.01.	Optional Redemption	73
	Section 16.02.	Notice of Optional Redemption; Selection of Notes.	73
	Section 16.03.	Payment of Notes Called for Redemption.	74
	Section 16.04.	Restrictions on Redemption	74




 


ARTICLE 17

MISCELLANEOUS PROVISIONS


 


	Section 17.01.	Provisions Binding on Company’s Successors	75
	Section 17.02.	Official Acts by Successor Corporation	75
	Section 17.03.	Addresses for Notices, Etc	75
	Section 17.04.	Governing Law; Jurisdiction	75
	Section 17.05.	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	76
	Section 17.06.	Legal Holidays	76
	Section 17.07.	No Security Interest Created	76
	Section 17.08.	Benefits of Indenture	76
	Section 17.09.	Table of Contents, Headings, Etc	76
	Section 17.10.	Authenticating Agent	77
	Section 17.11.	Execution in Counterparts	77
	Section 17.12.	Severability	78
	Section 17.13.	Waiver of Jury Trial	78
	Section 17.14.	Force Majeure	78
	Section 17.15.	Calculations	78
	Section 17.16.	USA PATRIOT Act	79
	Section 17.17.	Tax Withholding	79
	Section 17.18.	Electronic Communications.	79




 


EXHIBIT


 


	Exhibit A	Form of Note	A-1




 


 






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INDENTURE dated as of November 16, 2021 between 3D SYSTEMS CORPORATION.,
a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and The Bank of New York
Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section
1.01).


 


WITNESSETH:


 


WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the issuance of its 0% Convertible Senior Notes due 2026 (the “Notes”), initially in an aggregate principal amount
not to exceed $460,000,000, subject to Section 2.10, and in order to provide the terms and conditions upon which the Notes are to be authenticated,
issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and


 


WHEREAS, the Form of Note, the certificate of authentication to be borne
by each Note, the Form of Notice of Conversion, the Form of Fundamental Change Repurchase Notice and the Form of Assignment and Transfer
to be borne by the Notes are to be substantially in the forms hereinafter provided; and


 


WHEREAS, all acts and things necessary to make the Notes, when executed
by the Company and authenticated and delivered by the Trustee or a duly authorized authenticating agent, as provided in this Indenture,
the valid, binding and legal obligations of the Company, and this Indenture the valid, binding and legal agreement of the Company and
the Trustee, have been done and performed, and the execution of this Indenture and the issuance hereunder of the Notes have in all respects
been duly authorized.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


That in order to declare the terms and conditions upon which the Notes are,
and are to be, authenticated, issued and delivered, and in consideration of the premises and of the purchase and acceptance of the Notes
by the Holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective Holders
from time to time of the Notes (except as otherwise provided below), as follows:


 


ARTICLE
1

DEFINITIONS


 


Section 1.01.      Definitions.
The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for
all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01.
The words “herein,” “hereof,” “hereunder” and words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as
the singular.


 


“Additional Shares” shall have the meaning specified
in Section 14.03.


 


“Affiliate” of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes
of this definition, “control,” when used with respect to any specified Person means the power to direct or cause the direction
of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. Notwithstanding
anything to the contrary herein, the determination of whether one Person is an “Affiliate” of another Person for purposes
of this Indenture shall be made based on the facts at the time such determination is made or required to be made, as the case may be,
hereunder.


 


“Applicable Procedures” means, with respect to a Depositary,
as to any matter at any time, the policies and procedures of such Depositary, if any, that are applicable to such matter at such time.


 


 






     


     


    

 


“Bid Solicitation Agent” means the Company or the Person
appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with Section 14.01 (b)(i). The Company shall
initially act as the Bid Solicitation Agent.


 


“Board of Directors” means the board of directors of
the Company or a committee of such board duly authorized to act for it hereunder.


 


“Board Resolution” means a copy of a resolution certified
by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors, and to be in full force
and effect on the date of such certification, and delivered to the Trustee.


 


“Business Day” means any day other than a Saturday, a
Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed,
except that, solely for purposes of Section 17.06, a day on which the applicable place of payment is authorized or required by law or
executive order to close or be closed will be deemed not to be a Business Day.


 


“Capital Stock” means, for any entity, any and all shares,
interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued
by that entity; provided that debt securities that are convertible into or exchangeable for Capital Stock shall not constitute
Capital Stock prior to their conversion or exchange, as the case may be.


 


“Cash Percentage” shall have the meaning specified in
Section 14.02(a)(i).


 


“Clause A Distribution” shall have the meaning specified
in Section 14.04(c).


 


“Clause B Distribution” shall have the meaning specified
in Section 14.04(c).


 


“Clause C Distribution” shall have the meaning specified
in Section 14.04(c).


 


“close of business” means 5:00 p.m. (New York City time).


 


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


 


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


 


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


 


“Company” shall have the meaning specified in the first
paragraph of this Indenture, and subject to the provisions of Article 11, shall include its successors and assigns.


 


“Company Order” means a written order of the Company,
signed on behalf of the Company by an Officer.


 


“Conversion Agent” shall have the meaning specified in
Section 4.02.


 


“Conversion Consideration” shall have the meaning specified
in Section 14.12.


 


 






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“Conversion Date” shall have the meaning specified in
Section 14.02(c).


 


“Conversion Obligation” shall have the meaning specified
in Section 14.01(a).


 


“Conversion Price” means as of any time, $1,000, divided
by the Conversion Rate as of such time.


 


“Conversion Rate” shall have the meaning specified in
Section 14.01(a).


 


“Corporate Event” shall have the meaning specified in
Section 14.01 (b)(iii).


 


“Corporate Trust Office” means the principal office of
the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 4655
Salisbury Road, Suite 300, Jacksonville, FL 32256, Attention: Corporate Trust Administration, Phone: +1 904 645 1909, Email: barbara.zsombori@bnymellon.com,
or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate
trust office of any successor Trustee.


 


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


 


“Daily Conversion Value” means, for each of the 40 consecutive
Trading Days during the Observation Period, l/40th of the product of (a) the Conversion Rate on such Trading Day and (b) the Daily VWAP
for such Trading Day.


 


“Daily Measurement Value” means the Specified Dollar
Amount (if any), divided by 40.


 


“Daily Net Settlement Amount” for each of the 40 consecutive
Trading Days during the relevant Observation Period means:


 


(a)       if the Company does
not elect a Cash Percentage as set forth herein, a number of shares of Common Stock equal to (i) the difference between the Daily Conversion
Value and one-fortieth of $1,000, divided by (ii) the Daily VWAP for such Trading Day;


 


(b)       if the Company elects
a Cash Percentage of 100% as set forth herein, cash in an amount equal to the difference between the Daily Conversion Value and one-fortieth
of $1,000; or


 


(c)       if the Company elects
a Cash Percentage of less than 100% as set forth herein, (i) cash equal to the product of (x) the difference between the Daily Conversion
Value and one-fortieth of $1,000 and (y) the Cash Percentage, plus (ii) a number of shares of Common Stock equal to the product of (x)(A)
the difference between the Daily Conversion Value and one-fortieth of $1,000, divided by (B) the Daily VWAP for such Trading Day and (y)
100% minus the Cash Percentage.


 


“Daily Settlement Amount” for each of the 40 consecutive
Trading Days during the Observation Period, shall consist of:


 


(a) cash in an amount equal to the lesser of (i) one-fortieth
of $1,000 and (ii) the Daily Conversion Value on such Trading Day; and


 


(b) if the Daily Conversion Value on such Trading Day exceeds
one-fortieth of $1,000, the Daily Net Settlement Amount.


 


 






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“Daily VWAP” means, for each of the 40 consecutive Trading
Days during the relevant Observation Period, the per share volume-weighted average price as displayed under the heading “Bloomberg
VWAP” on Bloomberg page “DDD <equity> AQR” (or its equivalent successor if such page is not available) in respect
of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day
(or if such volume-weighted average price is unavailable, the market value of one share of the Common Stock on such Trading Day determined,
using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the
Company). The “Daily VWAP” shall be determined without regard to after-hours trading or any other trading outside of
the regular trading session trading hours.


 


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


 


“Defaulted Amounts” means any amounts on any Note (including,
without limitation, the Fundamental Change Repurchase Price, the Redemption Price, principal and Special Interest) that are payable but
are not punctually paid or duly provided for.


 


“delivered” with respect to any notice to be delivered,
given or mailed to a Holder pursuant to this Indenture, shall mean notice (x) given to the Depositary (or its designee) pursuant to the
standing instructions from the Depositary or its designee, including by electronic mail in accordance with accepted practices or Applicable
Procedures (in the case of a Global Note) or (y) mailed to such Holder by first class mail, postage prepaid, at its address as it appears
on the Note Register, in each case in accordance with Section 17.03. Notice so “delivered” shall be deemed to include any
notice to be “mailed” or “given,” as applicable, under this Indenture.


 


“Depositary” means, with respect to each Global Note,
the Person specified in Section 2.05(c) as the Depositary with respect to such Notes, until a successor shall have been appointed and
become such pursuant to the applicable provisions of this Indenture, and thereafter, “Depositary” shall mean or include
such successor.


 


“Distributed Property” shall have the meaning specified
in Section 14.04(c).


 


“Effective Date” shall have the meaning specified in
Section 14.03(b), except that, as used in Section 14.04 and Section 14.05, “Effective Date” means the first date on
which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, reflecting the relevant share
split or share combination, as applicable.


 


“Event of Default” shall have the meaning specified in
Section 6.01.


 


“Ex-Dividend Date” means the first date on which shares
of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance,
dividend or distribution in question, from the Company or, if applicable, from the seller of Common Stock on such exchange or market (in
the form of due bills or otherwise) as determined by such exchange or market.


 


“Exchange Act” means the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder.


 


“Exchange Election” shall have the meaning specified
in Section 14.12.


 


“Expiration Date” shall have the meaning specified in
Section 14.04(e).


 


 






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


 


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


 


“Form of Note” means the “Form of Note” attached
hereto as Exhibit A.


 


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


 


“Fundamental Change” shall be deemed to have occurred
at the time after the Notes are originally issued if any of the following occurs:


 


(a)       a “person”
or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its Wholly Owned Subsidiaries
and the employee benefit plans of the Company and its Wholly Owned Subsidiaries, becomes the direct or indirect “beneficial owner,”
as defined in Rule 13d-3 under the Exchange Act, of the Common Stock representing more than 50% of the voting power of the Common Stock
and files a Schedule TO (or any successor schedule, form or report) or any schedule, form or report under the Exchange Act disclosing
such fact; provided that no “person” or “group” shall be deemed to be the beneficial owner of any securities tendered
pursuant to a tender or exchange offer made by or on behalf of such “person” or “group” until such tendered securities
are accepted for purchase or exchange under such offer;


 


(b)       the consummation
of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision, combination
or a change in par value) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other
property or assets; (B) any share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted
into or exchanged for cash, securities or other property or assets; or (C) any sale, lease or other transfer in one transaction or a series
of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person
other than one or more of the Company’s Wholly Owned Subsidiaries; provided, however, that a transaction described
in clause (A) or (B) in which the holders of all classes of the Company’s Common Equity immediately prior to such transaction own,
directly or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving corporation or transferee or the
parent thereof immediately after such transaction in substantially the same proportions (relative to each other) as such ownership immediately
prior to such transaction shall not be a Fundamental Change pursuant to this clause (b);


 


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


 


(d)       the Common Stock
(or other Common Equity underlying the Notes) ceases to be listed or quoted on any of the New York Stock Exchange, The Nasdaq Global Select
Market or The Nasdaq Global Market (or any of their respective successors);


 


 






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provided, however, that a transaction or transactions described in clause (a)
or clause (b) above shall not constitute a Fundamental Change, if at least 90% of the consideration received or to be received by the
common stockholders of the Company, excluding cash payments for fractional shares and cash payments made in respect of dissenters’
appraisal rights, in connection with such transaction or transactions consists of shares of common stock that are listed or quoted on
any of the New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or any of their respective successors)
or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions and as a result of such transaction
or transactions such consideration becomes Reference Property for the Notes, excluding cash payments for fractional shares and cash payments
made in respect of dissenters’ appraisal rights (subject to the provisions of Section 14.02). Any event, transaction or series of
related transactions that constitute a Fundamental Change under both clause (a) and clause (b) above (determined without regard to the
proviso in clause (b) above) shall be deemed to be a Fundamental Change solely under clause (b) above (subject to the proviso to clause
(b)). If any transaction in which the Common Stock is replaced by the securities of another entity occurs, following completion of any
related Make-Whole Fundamental Change Period (or, in the case of a transaction that would have been a Fundamental Change or a Make-Whole
Fundamental Change but for the proviso immediately following clause (d) of this definition, following the effective date of such transaction)
references to the Company in this definition shall instead be references to such other entity.


 


“Fundamental Change Company Notice” shall have the meaning
specified in Section 15.02(c).


 


“Fundamental Change Repurchase Date” shall have the meaning
specified in Section 15.02(a).


 


“Fundamental Change Repurchase Notice” shall have the
meaning specified in Section 15.02(b)(i).


 


“Fundamental Change Repurchase Price” shall have the
meaning specified in Section 15.02(a).


 


“Global Note” shall have the meaning specified in Section
2.05(a).


 


“Holder” means any Person in whose name at the time a
particular Note is registered on the Note Register.


 


“Indenture” means this instrument as originally executed
or, if amended or supplemented as herein provided, as so amended or supplemented.


 


“Irrevocable Settlement Election” shall have the meaning
specified in Section 14.02(a)(i).


 


“Last Reported Sale Price” of the Common Stock (or other
security for which a closing sale price must be determined) on any date means the closing sale price per share (or if no closing sale
price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average
ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which
the Common Stock (or such other security) is traded. If the Common Stock (or such other security) is not listed for trading on a U.S.
national or regional securities exchange on the relevant date, the “Last Reported Sale Price” shall be the last quoted
bid price per share for the Common Stock (or such other security) in the over-the-counter market on the relevant date as reported by OTC
Markets Group Inc. or a similar organization. If the Common Stock (or such other security) is not so quoted, the “Last Reported
Sale Price” shall be the average of the mid-point of the last bid and ask prices per share for the Common Stock (or such other
security) on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the
Company for this purpose. The “Last Reported Sale Price” shall be determined without regard to after-hours trading
or any other trading outside of regular trading session hours.


 


“Make-Whole Fundamental Change” means any transaction
or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions
from such definition, but without regard to the proviso in clause (b) of the definition thereof).


 


“Make-Whole Fundamental Change Period” shall have the
meaning specified in Section 14.03.


 


 






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“Market Disruption Event” means, for the purposes of
determining amounts due upon conversion (a) a failure by the primary U.S. national or regional securities exchange or market on which
the Common Stock is listed or admitted for trading to open for trading during its regular trading session or (b) the occurrence or existence
prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock for more than one half-hour period in the aggregate
during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted
by the relevant stock exchange or otherwise) in the Common Stock or in any options contracts or futures contracts trading on any U.S.
exchange relating to the Common Stock.


 


“Maturity Date” means November 15, 2026.


 


“Measurement Period” shall have the meaning specified
in Section 14.01(b)(i).


 


“Note” or “Notes” shall have the meaning
specified in the first paragraph of the recitals of this Indenture.


 


“Note Register” shall have the meaning specified in Section
2.05(a).


 


“Note Registrar” shall have the meaning specified in
Section 2.05(a).


 


“Notice of Conversion” shall have the meaning specified
in Section 14.02(b).


 


“Observation Period” with respect to any Note surrendered
for conversion means: (i) subject to clause (ii), if the relevant Conversion Date occurs prior to August 15, 2026, the 40 consecutive
Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion Date; (ii) with respect
to any Notes called for redemption (or deemed called for redemption as described in Section 14.01(b)(v), if the relevant Conversion Date
with respect to such Notes occurs during the related Redemption Period, the 40 consecutive Trading Days beginning on, and including, the
41st Scheduled Trading Day immediately preceding such Redemption Date and (iii) subject to clause (ii), if the relevant Conversion
Date occurs on or after August 15, 2026, the 40 consecutive Trading Days beginning on, and including, the 41st Scheduled Trading
Day immediately preceding the Maturity Date.


 


“Offering Memorandum” means the preliminary offering
memorandum dated November 10, 2021, as supplemented by the related pricing term sheet dated November 11, 2021, relating to the offering
and sale of the Notes.


 


“Officer” means, with respect to the Company, the President,
the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer, the Chief Legal Officer, the Treasurer, the Secretary,
any assistant Secretary or any Executive Vice President.


 


“Officer’s Certificate,” when used with respect
to the Company, means a certificate that is delivered to the Trustee and that is signed on behalf of the Company by an Officer of the
Company that meets the requirements of Section 17.05.


 


“open of business” means 9:00 a.m. (New York City time).


 


“Opinion of Counsel” means an opinion in writing signed
by legal counsel, who may be an employee of or counsel to the Company or other counsel, that is delivered to the Trustee. Each such opinion
shall include the statements provided for in Section 17.05 if and to the extent required by the provisions of such Section 17.05.


 


 






    7


     


    

 


“Optional Redemption” shall have the meaning specified
in Section 16.01.


 


“outstanding,” when used with reference to Notes, shall,
subject to the provisions of Section 8.04, mean, as of any particular time, all Notes authenticated and delivered by the Trustee under
this Indenture, except:


 


(a)       Notes theretofore
canceled by the Trustee or accepted by the Trustee for cancellation;


 


(b)       Notes, or portions
thereof, that have become due and payable and in respect of which monies in the necessary amount shall have been deposited in trust with
the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if
the Company shall act as its own Paying Agent);


 


(c)       Notes that have been
paid pursuant to Section 2.06 or Notes in lieu of which, or in substitution for which, other Notes shall have been authenticated and delivered
pursuant to the terms of Section 2.06 unless proof satisfactory to the Trustee is presented that any such Notes are held by protected
purchasers in due course;


 


(d)       Notes surrendered
for purchase in accordance with Article 15 for which Paying Agent holds money sufficient to pay the Fundamental Change Repurchase Price,
in accordance with Section 15.04(b);


 


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


 


(f)       Notes redeemed pursuant
to Article 16; and


 


(g)       Notes repurchased
by the Company pursuant to the last sentence of Section 2.10 after the Company surrenders them to the Trustee for cancellation in accordance
with Section 2.08.


 


“Partial Redemption Limitation” shall have the meaning
specified in Section 16.02(d).


 


“Paying Agent” shall have the meaning specified in Section
4.02.


 


“Person” means an individual, a corporation, a limited
liability company, an association, a partnership, a joint venture, a joint stock company, a trust, an unincorporated organization or a
government or an agency or a political subdivision thereof.


 


“Physical Notes” means permanent certificated Notes in
registered form issued in denominations of $1,000 principal amount and integral multiples thereof.


 


“Predecessor Note” of any particular Note means every
previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition,
any Note authenticated and delivered under Section 2.06 in lieu of or in exchange for a mutilated, lost, destroyed or stolen Note shall
be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note that it replaces.


 


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


 


 






    8


     


    

 


“Redemption Date” shall have the meaning specified in
Section 16.02.


 


“Redemption Notice” shall have the meaning specified
in Section 16.02.


 


“Redemption Notice Date” shall have the meaning specified
in Section 16.01.


 


“Redemption Period” shall have the meaning specified
in Section 14.01 (b)(v).


 


“Redemption Price” means, for any Notes to be redeemed
pursuant to Section 16.01, 100% of the principal amount of such Notes, plus accrued and unpaid Special Interest, if any, to, but excluding,
the Redemption Date (unless the Redemption Date falls after a Special Interest Record Date but on or prior to the immediately succeeding
Special Interest Payment Date, in which case Special Interest accrued, if any, to the Special Interest Payment Date will be paid by the
Company to Holders of record of such Notes as of the close of business on such Special Interest Record Date, and the Redemption Price
will be equal to 100% of the principal amount of such Notes). The Trustee shall not be responsible for determining the Redemption Price.


 


“Reference Property” shall have the meaning specified
in Section 14.07(a).


 


“Resale Restriction Termination Date” shall have the
meaning specified in Section 2.05(b).


 


“Responsible Officer” means, when used with respect to
the Trustee, any officer within the Corporate Trust Office of the Trustee, including any vice president, assistant vice president, assistant
secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, who shall have direct responsibility for the administration of this Indenture
or any other officer to whom any corporate trust matter relating to this Indenture is referred because of such person’s knowledge
of and familiarity with the particular subject.


 


“Restricted Securities” shall have the meaning specified
in Section 2.05(b).


 


“Restrictive Legend” shall have the meaning specified
in Section 2.05(b).


 


“Rule 144” means Rule 144 as promulgated under the Securities
Act.


 


“Rule 144A” means Rule 144A as promulgated under the
Securities Act.


 


“Scheduled Trading Day” means a day that is scheduled
to be a Trading Day on the principal U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted
for trading. If the Common Stock is not so listed or admitted for trading, “Scheduled Trading Day” means a Business Day.


 


“Securities Act” means the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.


 


“Settlement Amount” has the meaning specified in Section
14.02(a).


 


“Settlement Notice” has the meaning specified in Section
14.02(a)(i).


 


“Share Exchange Event” has the meaning specified in Section
14.07(a).


 


 






    9


     


    

 


“Significant Subsidiary” means a Subsidiary of the Company
that has the meaning set forth in the definition of “significant subsidiary” in Article 1, Rule l-02(w) of Regulation S-X
promulgated by the Securities and Exchange Commission (or any successor rule); provided that, in the case of a Subsidiary of the
Company that meets the criteria of clause (1)(iii) of the definition thereof but not clause (1)(i) or (1)(ii) thereof, in each case as
such rule is in effect on the first original issue date of the Notes, such Subsidiary shall not be deemed to be a Significant Subsidiary
unless such Subsidiary’s income (or loss) from continuing operations before income taxes, exclusive of amounts attributable to any
non-controlling interests for the last completed fiscal year prior to the date of such determination exceeds $25,000,000 (with such amount
calculated pursuant to Rule l-02(w) as in effect on the first original issue date of the Notes). For the avoidance of doubt, for purposes
of this definition, to the extent any such Subsidiary would not be deemed to be a “significant subsidiary” under the relevant
definition set forth in Article 1, Rule l-02(w) of Regulation S-X (or any successor rule) as in effect on the relevant date of determination,
such Subsidiary shall not be deemed to be a “Significant Subsidiary” hereunder irrespective of whether such Subsidiary would
otherwise be deemed to be a “Significant Subsidiary” after giving effect to the proviso in the immediately preceding sentence.


 


“Special Interest” means all amounts, if any, payable
pursuant to Section 4.06(d), Section 4.06(e) and Section 6.03.


 


“Special Interest Payment Date” means, if and to the
extent that Special Interest is payable on the Notes, each May 15 and November 15 of each year, beginning on May 15, 2022.


 


“Special Interest Record Date”, with respect to any Special
Interest Payment Date, shall mean the May 1 and November 1 (whether or not such day is a Business Day) immediately preceding the applicable
May 15 and November 15 Special Interest Payment Date, respectively.


 


“Specified Dollar Amount” means the maximum cash amount
per $1,000 principal amount of Notes to be received upon conversion as specified in the Settlement Notice related to any converted Notes.


 


“Spin-Off” shall have the meaning specified in Section
14.04(c).


 


“Stock Price” shall have the meaning specified in Section
14.03(b).


 


“Subsidiary” means, with respect to any Person, any corporation,
association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other
interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of
directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person;
(ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person.


 


“Successor Company” shall have the meaning specified
in Section 11.01(a).


 


“Trading Day” means a day on which (i) trading in the
Common Stock (or other security for which a closing sale price must be determined) generally occurs on the New York Stock Exchange or,
if the Common Stock (or such other security) is not then listed on the New York Stock Exchange, on the principal other U.S. national or
regional securities exchange on which the Common Stock (or such other security) is then listed or, if the Common Stock (or such other
security) is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock
(or such other security) is then traded and (ii) a Last Reported Sale Price for the Common Stock (or closing sale price for such other
security) is available on such securities exchange or market; provided that if the Common Stock (or such other security) is not
so listed or traded, “Trading Day” means a Business Day; and provided, further, that for purposes of
determining amounts due upon conversion only, “Trading Day” means a day on which (x) there is no Market Disruption
Event and (y) trading in the Common Stock generally occurs on The New York Stock Exchange or, if the Common Stock is not then listed on
The New York Stock Exchange, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed
or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which
the Common Stock is then listed or admitted for trading, except that if the Common Stock is not so listed or admitted for trading, “Trading
Day” means a Business Day.


 


 






    10


     


    

 


“Trading Price” per $1,000 principal amount of the Notes
on any date of determination means the average of the secondary market bid quotations obtained by the Bid Solicitation Agent for $5,000,000
principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally
recognized securities dealers the Company selects for this purpose; provided that if three such bids cannot reasonably be obtained
by the Bid Solicitation Agent but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid
can reasonably be obtained by the Bid Solicitation Agent, that one bid shall be used. If the Bid Solicitation Agent cannot reasonably
obtain at least one bid for $5,000,000 principal amount of Notes from a nationally recognized securities dealer on any determination date,
then the Trading Price per $1,000 principal amount of Notes on such determination date shall be deemed to be less than 98% of the product
of the Last Reported Sale Price of the Common Stock and the Conversion Rate.


 


“Trading Price Condition” shall have the meaning specified
in Section 14.01 (b)(i).


 


“transfer” shall have the meaning specified in Section
2.05.


 


“Trigger Event” shall have the meaning specified in Section
14.04(c).


 


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


 


“Trustee” means the Person named as the “Trustee”
in the first paragraph of this Indenture until a successor trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder.


 


“unit of Reference Property” shall have the meaning specified
in Section 14.07(a).


 


“Valuation Period” shall have the meaning specified in
Section 14.04(c).


 


“Wholly Owned Subsidiary” means, with respect to any
Person, any Subsidiary of such Person, except that, solely for purposes of this definition, the reference to “more than 50%”
in the definition of “Subsidiary” shall be deemed replaced by a reference to “100%”.


 


Section 1.02.      References to Interest.
Unless the context otherwise requires, any reference to interest on, or in respect of, any Note in this Indenture shall be deemed to refer
solely to Special Interest if, in such context, Special Interest is, was or would be payable pursuant to any of Section 4.06(d), Section
4.06(e) and Section 6.03, or to such interest payable on any Defaulted Amounts as set forth in Section 2.03(c).


 


ARTICLE
2

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES


 


Section 2.01.      Designation and Amount.
The Notes shall be designated as the “0% Convertible Senior Notes due 2026.” The aggregate principal amount of Notes that
may be authenticated and delivered under this Indenture is initially limited to $460,000,000, subject to Section 2.10 and except for Notes
authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes to the extent expressly permitted
hereunder.


 


 






    11


     


    

 


Section 2.02.      Form of Notes.
The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the respective
forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made a
part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly
agree to such terms and provisions and to be bound thereby. In the case of any conflict between this Indenture and a Note, the provisions
of this Indenture shall control and govern to the extent of such conflict.


 


Any Global Note may be endorsed with or have incorporated in the text thereof
such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the
Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of
any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform
with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject.


 


Any of the Notes may have such letters, numbers or other marks of identification
and such notations, legends or endorsements as the Officer executing the same may approve (execution thereof to be conclusive evidence
of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with
any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on
which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions
to which any particular Notes are subject.


 


Each Global Note shall represent such principal amount of the outstanding
Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Notes from
time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be
increased or reduced to reflect redemptions, repurchases, cancellations, conversions, transfers or exchanges permitted hereby. Any endorsement
of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made
by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes
in accordance with this Indenture. Payment of principal (including the Fundamental Change Repurchase Price or the Redemption Price, if
applicable) of, and any accrued and unpaid Special Interest on, a Global Note shall be made to the Holder of such Note on the date of
payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein.


 


Section 2.03.      Date and Denomination
of Notes; No Regular Interest; Special Interest and Defaulted Amounts. (a) The Notes shall
be issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples thereof. Each Note shall
be dated the date of its authentication and shall not bear regular interest, and the principal amount of the Notes will not accrete. Special
Interest on the Notes, if any, shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months,
on the basis of the number of days actually elapsed in a 30-day month.


 


(b)              
The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Special
Interest Record Date with respect to any Special Interest Payment Date shall be entitled to receive any Special Interest payable on such
Special Interest Payment Date. The principal amount of any Note (x) in the case of any Physical Note, shall be payable at the office or
agency of the Company maintained by the Company for such purposes in the United States, which shall initially be the Corporate Trust Office
and (y) in the case of any Global Note, shall be payable by wire transfer of immediately available funds to the account of the Depositary
or its nominee. The Company shall pay, or cause the Paying Agent to pay, Special Interest, if any, (i) on any Physical Notes (A) to Holders
holding Physical Notes having an aggregate principal amount of $2,000,000 or less, by check mailed to the Holders of these Notes at their
address as it appears in the Note Register and (B) to Holders holding Physical Notes having an aggregate principal amount of more than
$2,000,000, either by check mailed to each Holder or, upon application by such a Holder to the Note Registrar not later than the relevant
Special Interest Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States
if such Holder has provided the Trustee or Paying Agent (if other than the Trustee) with the requisite information necessary to make such
wire transfer, which application shall remain in effect until the Holder notifies, in writing, the Note Registrar to the contrary or (ii)
on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.


 


 






    12


     


    

 


(c)              
Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date and shall not accrue interest unless
Special Interest was payable with respect to such Defaulted Amounts on the relevant payment date, in which case such Defaulted Amounts
shall accrue interest per annum at the then-applicable Special Interest rate, subject to the enforceability thereof under applicable law,
from, and including, such relevant payment date, and such Defaulted Amounts together with any interest thereon shall be paid by the Company,
at its election in each case, as provided in clause (i) or (ii) below:


 


(i)                
The Company may elect to make payment of any Defaulted Amounts to the Persons in whose names the Notes (or their respective Predecessor
Notes) are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall be fixed
in the following manner. The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid on
each Note and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice,
unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee for
such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Amounts as in this clause provided. Thereupon the Company shall fix a special record date for the payment of
such Defaulted Amounts which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not
less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee
in writing of such special record date and the Trustee, in the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Amounts and the special record date therefor to be delivered to each Holder at its address as it appears in
the Note Register, or by electronic means to the Depositary in the case of Global Notes, not less than 10 days prior to such special record
date. Notice of the proposed payment of such Defaulted Amounts and the special record date therefor having been so delivered, such Defaulted
Amounts shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business
on such special record date and shall no longer be payable pursuant to the following clause (ii) of this Section 2.03(c). The Trustee
shall have no responsibility whatsoever for the calculation of the Defaulted Amounts.


 


(ii)             
The Company may make payment of any Defaulted Amounts in any other lawful manner not inconsistent with the requirements of any
securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, and upon such written notice
as may be required by such exchange or automated quotation system, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.


 


 






    13


     


    

 


Section 2.04.      Execution, Authentication
and Delivery of Notes. The Notes shall be signed in the name and on behalf of the Company by the manual, electronic or
facsimile signature of one of its Officers.


 


At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Notes, and the Trustee in accordance with such Company Order shall authenticate and deliver such
Notes, without any further action by the Company hereunder; provided that the Trustee shall be entitled to receive an Officer’s
Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes.


 


Only such Notes as shall bear thereon a certificate of authentication substantially
in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually, electronically or by facsimile by an authorized
signatory officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled
to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating
agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and
delivered hereunder and that the Holder is entitled to the benefits of this Indenture.


 


In case any Officer of the Company who shall have signed any of the Notes
shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, such Notes nevertheless
may be authenticated and delivered as though the person who signed such Notes had not ceased to be such Officer of the Company; and any
Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be the Officers
of the Company, although at the date of the execution of this Indenture any such person was not such an Officer.


 


Section 2.05.      Exchange and Registration
of Transfer of Notes; Restrictions on Transfer; Depositary. (a) The Company shall cause to be kept at the Corporate Trust
Office a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section
4.02, the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Notes and of transfers of Notes. Such register shall be in written form or in any form capable of being
converted into written form within a reasonable period of time. The Trustee is hereby initially appointed the “Note Registrar”
for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars
in accordance with Section 4.02.


 


Upon surrender for registration of transfer of any Note to the Note Registrar
or any co-Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any
authorized denominations and of a like aggregate principal amount and bearing such legends as may be required by this Indenture.


 


Notes may be exchanged for other Notes of any authorized denominations and
of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company
pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate
and deliver, the Notes that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously
outstanding.


 


All Notes presented or surrendered for registration of transfer or for exchange,
repurchase or conversion shall (if so required by the Company, the Trustee, the Note Registrar or any co-Note Registrar) be duly endorsed,
or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Note Registrar and duly
executed, by the Holder thereof or its attorney-in-fact duly authorized in writing.


 


 






    14


     


    

 


No service charge shall be imposed by the Company, the Trustee, the Note
Registrar, any co-Note Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but the Company may require
a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or other similar governmental charge
required in connection therewith as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer
being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer or otherwise required
by law.


 


None of the Company, the Trustee, the Note Registrar or any co-Note Registrar
shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is surrendered
for conversion, such portion thereof surrendered for conversion, (ii) any Notes, or a portion of any Note, surrendered for repurchase
(and not withdrawn) in accordance with Article 15 or (iii) any Notes selected for Optional Redemption in accordance with Article 16, except
the unredeemed portion of any Note being redeemed in part.


 


All Notes issued upon any registration of transfer or exchange of Notes
in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits
under this Indenture as the Notes surrendered upon such registration of transfer or exchange.


 


(a)              


 


(b)              
So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the seventh
paragraph from the end of Section 2.05(c) all Notes shall be represented by one or more Notes in global form (each, a “Global
Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer
and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note shall be effected through
the Depositary (but not the Trustee or the Custodian) in accordance with this Indenture (including the restrictions on transfer set forth
herein) and the Applicable Procedures.


 


(c)              
Every Note that bears or is required under this Section 2.05(c) to bear the legend set forth in this Section 2.05(c) (together with any
Common Stock issued upon conversion of the Notes that is required to bear the legend set forth in Section 2.05(d), collectively, the “Restricted
Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.05(c)
(including the legend set forth below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent
of the Company, and the Holder of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all
such restrictions on transfer. As used in this Section 2.05(c) and Section 2.05(d), the term “transfer”
encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.


 


Until the date (the “Resale Restriction Termination Date”)
that is the later of (1) the date that is one year after the last date of original issuance of the Notes, or such shorter period of time
as permitted by Rule 144 or any successor provision thereto, and (2) such later date, if any, as may be required by applicable law, any
certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if
any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(d), if applicable) shall bear a legend in substantially
the following form (the “Restrictive Legend”) (unless such Notes have been transferred pursuant to a registration statement
that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or
sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act,
or unless otherwise agreed by the Company in writing, with notice thereof to the Trustee):


 


 






    15


     


    

 


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


 


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


 


(2)              
AGREES FOR THE BENEFIT OF 3D SYSTEMS CORPORATION (THE “COMPANY”) THAT IT WILL NOT
OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY, IF ANY
OR ANY BENEFICIAL INTEREST HEREIN OR THEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF
OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER
DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:


 


(A)            
TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR


 


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


 


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


 


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


 


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


 


NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY
OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING THE THREE IMMEDIATELY PRECEDING
MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THIS SECURITY OR A BENEFICIAL INTEREST HEREIN.


 


No transfer of any Note prior to the Resale Restriction Termination Date
will be registered by the Note Registrar unless the applicable box on the Form of Assignment and Transfer has been checked.


 


 






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Any Note (or security issued in exchange or substitution therefor) (i) as
to which such restrictions on transfer shall have expired in accordance with their terms, (ii) that has been transferred pursuant to a
registration statement that has become effective or been declared effective under the Securities Act and that continues to be effective
at the time of such transfer or (iii) that has been sold pursuant to the exemption from registration provided by Rule 144 or any similar
provision then in force under the Securities Act, may, upon surrender of such Note for exchange to the Note Registrar in accordance with
the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not
bear the Restrictive Legend required by this Section 2.05(c) and shall not be assigned (or deemed assigned) a restricted CUSIP number.
The Restrictive Legend set forth above and affixed on any Note will be deemed, in accordance with the terms of the certificate representing
such Note, to be removed therefrom upon the Company’s delivery to the Trustee of written notice to such effect, without further
action by the Company, the Trustee, the Holder(s) thereof or any other Person; at such time, such Note will be deemed to be assigned an
unrestricted CUSIP number as provided in the certificate representing such Note, it being understood that the Depositary of any Global
Note may require a mandatory exchange or other process to cause such Global Note to be identified by an unrestricted CUSIP number in the
facilities of such Depositary. Without limiting the generality of any other provision of this Indenture, the Trustee will be entitled
to receive an instruction letter from the Company before taking any action with respect to effecting any such mandatory exchange or other
process. The Company and the Trustee reserve the right to require the delivery of such legal opinions, certifications or other evidence
as may reasonably be required in order for the Company to determine that any proposed transfer of any Note is being made in compliance
with the Securities Act and applicable state securities laws.


 


The Company shall be entitled to instruct the Custodian in writing to so
surrender any Global Note as to which any of the conditions set forth in clause (i) through (iii) of the immediately preceding paragraph
have been satisfied, and, upon such instruction, the Custodian shall so surrender such Global Note for exchange; and any new Global Note
so exchanged therefor shall not bear the Restrictive Legend specified in this Section 2.05(c) and shall not be assigned (or deemed assigned)
a restricted CUSIP number. The Company shall promptly notify the Trustee in writing upon the occurrence of the Resale Restriction Termination
Date and promptly after a registration statement, if any, with respect to the Notes or any Common Stock issued upon conversion of the
Notes has been declared effective under the Securities Act. Any exchange pursuant to the foregoing paragraph shall be in accordance with
the Applicable Procedures.


 


Notwithstanding any other provisions of this Indenture (other than the provisions
set forth in this Section 2.05(c)), a Global Note may not be transferred as a whole or in part except (i) by the Depositary to a nominee
of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor Depositary and (ii) for exchange of a Global Note or a portion thereof
for one or more Physical Notes in accordance with the second immediately succeeding paragraph.


 


The Depositary shall be a clearing agency registered under the Exchange
Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to each Global Note. Initially, each
Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited
with the Trustee as custodian for Cede & Co.


 


If (i) the Depositary notifies the Company at any time that the Depositary
is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not appointed within 90 days, (ii)
the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within
90 days or (iii) an Event of Default with respect to the Notes has occurred and is continuing and, subject to the Applicable Procedures,
a beneficial owner of any Note requests that its beneficial interest therein be issued as a Physical Note, the Company shall execute,
and the Trustee, upon receipt of an Officer’s Certificate, an Opinion of Counsel and a Company Order for the authentication and
delivery of Notes, shall authenticate and deliver (x) in the case of clause (iii), a Physical Note to such beneficial owner in a principal
amount equal to the principal amount of such Note corresponding to such beneficial owner’s beneficial interest and (y) in the case
of clause (i) or (ii), Physical Notes to each beneficial owner of the related Global Notes (or a portion thereof) in an aggregate principal
amount equal to the aggregate principal amount of such Global Notes in exchange for such Global Notes, and upon delivery of the Global
Notes to the Trustee such Global Notes shall be canceled.


 


 






    17


     


    

 


Physical Notes issued in exchange for all or a part of the Global Note pursuant
to this Section 2.05(c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions
from its direct or indirect participants or otherwise, or, in the case of clause (iii) of the immediately preceding paragraph, the relevant
beneficial owner, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such Physical Notes to the
Persons in whose names such Physical Notes are so registered.


 


At such time as all interests in a Global Note have been converted, canceled,
repurchased, redeemed or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with standing
procedures and existing instructions between the Depositary and the Custodian. At any time prior to such cancellation, if any interest
in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased, redeemed or transferred to a transferee who receives
Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global
Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately
reduced or increased, as the case may be, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the
direction of the Trustee, to reflect such reduction or increase.


 


In connection with any proposed transfer involving Physical Notes, or any
exchange of Global Notes for Physical Notes, the Company shall use commercially reasonable efforts to provide or cause to be provided
to the Trustee all information reasonably requested by the Trustee from the Company that is both reasonably available to the Company and
necessary, as reasonably determined by the Trustee, to allow the Trustee to comply with any applicable cost basis reporting obligation
under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it by Holders and the Company and shall have
no responsibility to verify or ensure the accuracy of such information.


 


None of the Company, the Trustee (including in its capacity as Paying Agent)
or any agent of the Company or the Trustee shall have any responsibility or liability for the payment of amounts to owners of beneficial
interest in a Global Note, for any aspect of the records relating to or payments made on account of beneficial ownership interests of
a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.


 


Neither the Company nor the Trustee shall have any responsibility or liability
for any act or omission of the Depositary. All notices and communications to be given to the Holders and all payments to be made to Holders
in respect of the Notes shall be given or made only to, or upon the order of, the registered Holder(s) (which shall be the Depositary
or its nominee in the case of a Global Note).


 


The rights of beneficial owners in any Global Note shall be exercised only
through the Depositary subject to the Applicable Procedures of the Depositary. The Trustee may rely and shall be fully protected in relying
upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.


 


 






    18


     


    

 


(d)              
Until the Resale Restriction Termination Date, any stock certificate representing Common Stock issued upon conversion of a Note shall
bear a legend in substantially the following form (unless such Common Stock has been transferred pursuant to a registration statement
that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or
pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or such
Common Stock has been issued upon conversion of a Note that has been transferred pursuant to a registration statement that has become
or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or pursuant to the
exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise
agreed by the Company with written notice thereof to the Trustee and any transfer agent for the Common Stock):


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE
WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:


 


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


 


(2)              
AGREES FOR THE BENEFIT OF 3D SYSTEMS CORPORATION (THE “COMPANY”) THAT IT WILL NOT
OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE
YEAR AFTER THE LAST ORIGINAL ISSUE DATE OF THE SERIES OF NOTES UPON THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED OR SUCH SHORTER PERIOD
OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
REQUIRED BY APPLICABLE LAW, EXCEPT:


 


(A)            
TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR


 


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


 


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


 


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


 


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


 


 






    19


     


    

 


Any such Common Stock (i) as to which such restrictions on transfer shall
have expired in accordance with their terms, (ii) that has been transferred pursuant to a registration statement that has become or been
declared effective under the Securities Act and that continues to be effective at the time of such transfer or (iii) that has been
sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act,
may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the
transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of Common
Stock, which shall not bear the restrictive legend required by this Section 2.05(d).


 


(e)              
Any Note that is owned by any Affiliate of the Company (or any Person who was an Affiliate of the Company at any time during the three
months immediately preceding) may not be resold by such Affiliate (or such Person, as the case may be) unless registered under the Securities
Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such
Note no longer being a “restricted security” (as defined under Rule 144). The Company shall cause any Note that is repurchased
or owned by it to be surrendered to the Trustee for cancellation in accordance with Section 2.08.


 


(f)               
Notwithstanding anything contained herein to the contrary, neither the Trustee nor the Note Registrar shall be responsible for ascertaining
whether any transfer complies with the registration provisions of, or exemptions from, the Securities Act, applicable state securities
laws or other applicable law; nor shall either have an obligation to monitor or determine compliance with any restrictions on transfer
imposed hereunder with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants
or beneficial owners of interests in any Global Note).


 


(g)              
Neither the Trustee nor any agent shall have any responsibility or liability for any actions taken or not taken by the Depositary, and
may assume performance absent written notice to the contrary.


 


Section 2.06.      Mutilated, Destroyed,
Lost or Stolen Notes. In case any Note shall become mutilated or be destroyed, lost or stolen, the Company in its discretion
may execute, and upon receipt of a Company Order, the Trustee or an authenticating agent appointed by the Trustee shall authenticate and
deliver, a new Note, bearing a registration number not contemporaneously outstanding, in exchange and substitution for the mutilated Note,
or in lieu of and in substitution for the Note so destroyed, lost or stolen. In every case the applicant for a substituted Note shall
furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required
by them to save each of them harmless from any loss, liability, cost or expense caused by or connected with such substitution, and, in
every case of destruction, loss or theft, the applicant shall also furnish to the Company, to the Trustee and, if applicable, to such
authenticating agent evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.


 


The Trustee or such authenticating agent may authenticate any such substituted
Note and deliver the same upon the receipt of such security or indemnity as the Trustee, the Company and, if applicable, such authenticating
agent may require. No service charge shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying
Agent upon the issuance of any substitute Note, but the Company may require a Holder to pay a sum sufficient to cover any documentary,
stamp or similar issue or transfer tax or other similar governmental charge required in connection therewith as a result of the name of
the Holder of the new substitute Note being different from the name of the Holder of the old Note that became mutilated or was destroyed,
lost or stolen. In case any Note that has matured or is about to mature or has been surrendered for required repurchase or is about to
be converted in accordance with Article 14 shall become mutilated or be destroyed, lost or stolen, the Company may, in its sole discretion,
instead of issuing a substitute Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender
thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment or conversion shall furnish to
the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them to
save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in every case
of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any Paying Agent or Conversion Agent
evidence of their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.


 


 






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Every substitute Note issued pursuant to the provisions of this Section
2.06 by virtue of the fact that any Note is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Note shall be found at any time, and shall be entitled to all the benefits of (but shall
be subject to all the limitations set forth in) this Indenture equally and proportionately with any and all other Notes duly issued hereunder.
To the extent permitted by law, all Notes shall be held and owned upon the express condition that the foregoing provisions are exclusive
with respect to the replacement, payment, redemption, conversion or repurchase of mutilated, destroyed, lost or stolen Notes and shall
preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect
to the replacement, payment, redemption, conversion or repurchase of negotiable instruments or other securities without their surrender.


 


Section 2.07.      Temporary Notes.
Pending the preparation of Physical Notes, the Company may execute and the Trustee or an authenticating agent appointed by the Trustee
shall, upon receipt of a Company Order, authenticate and deliver temporary Notes (printed or lithographed). Temporary Notes shall be issuable
in any authorized denomination, and substantially in the form of the Physical Notes but with such omissions, insertions and variations
as may be appropriate for temporary Notes, all as may be determined by the Company. Every such temporary Note shall be executed by the
Company and authenticated by the Trustee or such authenticating agent upon the same conditions and in substantially the same manner, and
with the same effect, as the Physical Notes. Without unreasonable delay, the Company shall execute and deliver to the Trustee or such
authenticating agent Physical Notes (other than any Global Note) and thereupon any or all temporary Notes (other than any Global Note)
may be surrendered in exchange therefor, at each office or agency maintained by the Company pursuant to Section 4.02 and the Trustee or
such authenticating agent shall authenticate and deliver in exchange for such temporary Notes an equal aggregate principal amount of Physical
Notes. Such exchange shall be made by the Company at its own expense and without any charge therefor. Until so exchanged, the temporary
Notes shall in all respects be entitled to the same benefits and subject to the same limitations under this Indenture as Physical Notes
authenticated and delivered hereunder.


 


Section 2.08.      Cancellation of Notes
Paid, Converted, Etc. The Company shall cause all Notes surrendered for the purpose of payment at maturity, repurchase
upon a Fundamental Change, redemption, registration of transfer or exchange or conversion, if surrendered to any Person that the Company
controls, to be surrendered to the Trustee for cancellation. All Notes delivered to the Trustee shall be canceled by it in accordance
with its customary procedures. Except for any Notes surrendered for registration of transfer or exchange, or as otherwise expressly permitted
by any of the provisions of this Indenture, no Notes shall be authenticated in exchange for any Notes surrendered to the Trustee for cancellation.
The Trustee shall dispose of canceled Notes in accordance with its customary procedures. After such cancellation, the Trustee shall deliver
a certificate of such cancellation to the Company, at the Company’s written request in a Company Order.


 


Section 2.09.      CUSIP Numbers.
The Company in issuing the Notes may use CUSIP numbers (if then generally in use), and, if so, the Trustee shall use CUSIP numbers
in all notices issued to Holders as a convenience to such Holders; provided that any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Notes or on such notice and that reliance may be placed only on
the other identification numbers printed on the Notes. The Company shall promptly notify the Trustee in writing of any change in the CUSIP
numbers.


 


 






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Section 2.10.      Additional Notes; Repurchases.
The Company may, without the consent of, or notice to, the Holders and notwithstanding Section 2.01, issue additional Notes hereunder
with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price and interest accrued
prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional
Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional
Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee
a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to
cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company
may, to the extent permitted by law and without the consent of Holders, and directly or indirectly (regardless of whether such Notes are
surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a
private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives,
without prior notice to the Holders of the Notes. The Company may, to the extent permitted by applicable law, reissue, resell or surrender
to the Trustee for cancellation in accordance with Section 2.08 any Notes that the Company or its Subsidiaries may repurchase (other than
Notes repurchased upon a Fundamental Change), in the case of a reissuance or resale, so long as such Notes do not constitute “restricted
securities” (as defined under Rule 144) upon such reissuance or resale. Any Notes that the Company or its Subsidiaries may repurchase
shall be considered outstanding for all purposes under this Indenture (other than, at any time when such Notes are held by the Company,
any of its Subsidiaries or its Affiliates or any Subsidiary of any of such Affiliates, for the purpose of determining whether Holders
of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture)
unless and until such time the Company surrenders them to the Trustee for cancellation in accordance with Section 2.08 and, upon receipt
of a written order from the Company, the Trustee shall cancel all Notes so surrendered.


 


ARTICLE
3

SATISFACTION AND DISCHARGE


 


Section 3.01.      Satisfaction and Discharge.
This Indenture and the Notes shall upon request of the Company contained in an Officer’s Certificate cease to be of further
effect, and the Trustee, at the expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging
satisfaction and discharge of this Indenture and the Notes, when (A) (i) all Notes theretofore authenticated and delivered (other than
(x) Notes which have been destroyed, lost or stolen and which have been replaced, paid or converted as provided in Section 2.06 and (y)
Notes 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 4.04(d)) have been delivered to the Trustee for cancellation; or
(ii) after the Notes have (x) become due and payable, whether on the Maturity Date, on any Fundamental Change Repurchase Date, any
Redemption Date or otherwise and/or (y) been converted (and the related consideration due upon conversion has been determined), the Company
has irrevocably deposited with the Trustee cash and if applicable, shares of Common Stock sufficient to pay all of the outstanding Notes
and all other sums due and payable under this Indenture by the Company; and (B) the Company has delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations
of the Company to the Trustee under Section 7.06 shall survive.


 


ARTICLE
4

PARTICULAR COVENANTS OF THE COMPANY


 


Section 4.01.      Payment of Principal and
Special Interest. The Company covenants and agrees that it will cause to be paid the principal (including the Fundamental
Change Repurchase Price or the Redemption Price, if applicable) of, the Settlement Amounts owed upon conversion on, and any accrued and
unpaid Special Interest on, each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes.


 


 






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Section 4.02.      Maintenance of Office
or Agency. The Company will maintain in the United States an office or agency where the Notes may be surrendered for registration
of transfer or exchange or for presentation for payment or repurchase (“Paying Agent”) or for conversion (“Conversion
Agent”) and where notices in respect of the Notes and this Indenture may be made. The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made at the Corporate Trust Office.


 


The Company may also from time to time designate as Paying Agent one or
more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided that no such designation or rescission shall in any manner relieve the Company of its obligation
to maintain an office or agency in the United States for such purposes. The Company will give prompt written notice to the Trustee of
any such designation or rescission and of any change in the location of any such other office or agency. The terms “Paying Agent”
and “Conversion Agent” include any such additional or other offices or agencies, as applicable.


 


The Company hereby initially designates the Trustee as the Paying Agent,
Note Registrar, Custodian and Conversion Agent and the Corporate Trust Office as a place where Notes may be surrendered for registration
of transfer or exchange or for presentation for payment or repurchase (if applicable) or for conversion and where notices in respect of
the Notes and this Indenture may be made, provided that the Corporate Trust Office shall not be a place for service of legal process
on the Company.


 


Section 4.03.      Appointments to Fill Vacancies
in Trustee’s Office. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint,
in the manner provided in Section 7.09, a Trustee, so that there shall at all times be a Trustee hereunder.


 


Section 4.04.      Provisions as to Paying
Agent. If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to
execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section
4.04:


 


(i)                
that it will hold all sums held by it as such agent for the payment of the principal (including the Fundamental Change Repurchase
Price or the Redemption Price, if applicable) of, and any accrued and unpaid Special Interest on, the Notes in trust for the benefit of
the Holders of the Notes;


 


(ii)             
that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Fundamental
Change Repurchase Price or the Redemption Price, if applicable) of, and any accrued and unpaid Special Interest on, the Notes when the
same shall be due and payable; and


 


(iii)           
that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee
all sums so held in trust;


 


provided, that a Paying Agent appointed as contemplated under Section 15.02(f) shall
not be required to deliver any such instrument.


 


 






    23


     


    

 


The Company shall, on or before each due date of the principal (including
the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or any accrued and unpaid Special Interest on, the
Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price or the
Redemption Price, if applicable) or any accrued and unpaid Special Interest, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee in writing of any failure to take such action; provided that if such deposit is made on the due
date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date.


 


(b)              
If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change
Repurchase Price or the Redemption Price, if applicable) of, and any accrued and unpaid Special Interest on, the Notes, set aside, segregate
and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change
Repurchase Price or the Redemption Price, if applicable) and any accrued and unpaid Special Interest so becoming due and will promptly
notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal
(including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or any accrued and unpaid Special Interest
on, the Notes when the same shall become due and payable.


 


(c)              
Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction
and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in
trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon
the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying
Agent shall be released from all further liability but only with respect to such sums or amounts. Upon the occurrence of any event specified
in Section 6.01(h) or Section 6.01 (i), the Trustee shall automatically become the Paying Agent.


 


(d)              
Subject to applicable law, any money or property deposited with the Trustee, the Conversion Agent or any Paying Agent, or any money and
shares of Common Stock then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase
Price or the Redemption Price, if applicable) of, any accrued and unpaid Special Interest on and the consideration due upon conversion
of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price or the Redemption
Price, if applicable), Special Interest or consideration due upon conversion has become due and payable shall be paid to the Company on
request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust
and the Trustee shall have no further liability with respect to such funds or property; and the Holder of such Note shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee, the Conversion Agent
or such Paying Agent with respect to such trust money, and all liability of the Company as trustee with respect to such trust money and
shares of Common Stock, shall thereupon cease;


 


Section 4.05.      Existence.
Subject to Article 11, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect
its corporate existence.


 


Section 4.06.     
Rule 144A Information Requirement and Annual Reports.


 


(a)              
At any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall, so long as any of the Notes or any
shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the
meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial
owner or prospective purchaser of such Notes or any shares of Common Stock issuable upon conversion of such Notes, the information required
to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or shares of Common Stock
pursuant to Rule 144A.


 


 






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(b)              
The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents
or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect
to any grace period provided by Rule 12b-25 under the Exchange Act). Notwithstanding the foregoing, the Company shall in no event be required
to file with, or otherwise provide or disclose to, the Trustee or any Holder any information for which the Company is requesting (assuming
such request has not been denied), or has received, confidential treatment from the Commission, or any correspondence with the Commission.
Any such document or report that the Company files with the Commission via the Commission’s EDGAR system (or any successor thereto)
shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EDGAR system
(or any successor thereto), it being understood that the Trustee shall not be responsible for determining whether such filings have been
made.


 


(c)              
Delivery of the reports, information, and other documents described in subsection (b) above to the Trustee is for informational purposes
only, and the Trustee’s receipt of such shall not constitute constructive or actual notice of any information contained therein
or determinable from information contained therein or determinable therefrom, including the Company’s compliance with any of its
covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate).


 


(d)              
If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance
of the Notes, the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section
13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods provided by Rule 12b-25 or any successor
rule under the Exchange Act and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by
Holders other than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months
immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the
Company shall pay Special Interest on the Notes. Such Special Interest shall accrue on the Notes at the rate of 0.50% per annum of the
principal amount of the Notes outstanding for each day during such period for which the Company’s failure to file has occurred and
is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates
(or Holders that were the Company’s Affiliates at any time during the three months immediately preceding). As used in this Section
4.06(d), documents or reports that the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act does not include documents or reports that the Company furnishes to the Commission pursuant to Section 13 or 15(d) of
the Exchange Act.


 


(e)              
If, and for so long as, the Restrictive Legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned
a restricted CUSIP or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates
or Holders that were the Company’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant
to U.S. securities laws or the terms of this Indenture or the Notes) as of the 380th day after the last date of original issuance of the
Notes, the Company shall pay Special Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding
until the Restrictive Legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted
CUSIP and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates (or Holders that were
the Company’s Affiliates at any time during the three months immediately preceding). The Restrictive Legend on the Notes shall be
deemed removed pursuant to the terms of this Indenture as provided in Section 2.05(c), and, at such time, the Notes will, pursuant to,
and subject to the provisions of, such Section, be deemed assigned an unrestricted CUSIP number. However, for the avoidance of doubt,
Global Notes will continue to bear Special Interest pursuant to this paragraph until such time as they are identified by an unrestricted
CUSIP in the facilities of the Depositary therefor, as a result of completion of such Depositary’s mandatory exchange process or
otherwise.


 


 






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(f)               
Special Interest will be payable in arrears on each Special Interest Payment Date as set forth in Section 2.03(b).


 


(g)              
The Special Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of,
any Special Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. However, in no event shall
any Special Interest that may accrue as a result of the Company’s failure to timely file any document or report that it is required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable
grace periods thereunder and other than reports on Form 8-K), as described in Section 4.06(d), together with any Special Interest payable
pursuant to Section 6.03, accrue at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless of the number of events
or circumstances giving rise to the requirement to pay such Special Interest. If the Company is required to pay Special Interest, the
Company will notify the Trustee, the Paying Agent and the Holders in writing, prior to the applicable Record Date, of the amount of Special
Interest due on the applicable Special Interest Payment Date.


 


(h)              
If Special Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee
an Officer’s Certificate to that effect stating (i) the amount of such Special Interest that is payable and (ii) the date on which
such Special Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a
certificate, the Trustee may assume without inquiry that no such Special Interest is payable and the Trustee shall not have any duty to
verify the Company’s calculation of Special Interest. If the Company has paid Special Interest directly to the Persons entitled
to it, the Company shall deliver to the Trustee an Officer’s Certificate setting forth the particulars of such payment.


 


Section 4.07.      Stay, Extension and Usury
Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit
or forgive the Company from paying all or any portion of the principal of or any Special Interest on the Notes as contemplated herein,
wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Indenture; and the
Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it
will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been enacted.


 


Section 4.08.      Compliance Certificate;
Statements as to Defaults. The Company shall deliver to the Trustee within 120 days after the end of each calendar year
of the Company (beginning with the calendar year ending on December 31, 2021) an Officer’s Certificate stating whether the signers
thereof have knowledge of any Default under this Indenture that occurred during the previous year.


 


In addition, the Company shall deliver to the Trustee within 30 days after
an officer of the Company becomes aware of the occurrence of any Event or Events of Default or Default, an Officer’s Certificate
setting forth the details of such Event or Events of Default or Default, its status and the action that the Company is taking or proposing
to take in respect thereof; provided that the Company is not required to deliver such notice if such Event of Default or Default
is no longer continuing has been cured.


 


 






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Section 4.09.      Further Instruments and
Acts. Upon request of the Trustee, Paying Agent or Conversion Agent, the Company will execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.


 


ARTICLE
5

LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE


 


Section 5.01.      Lists of Holders.
The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, semi-annually, no later than May 1
and November 1 in each year beginning with May 1, 2022, and at such other times as the Trustee may request in writing, within 15 days
after receipt by the Company of any such request (or such lesser time as the Trustee may reasonably request in order to enable it to timely
provide any notice to be provided by it hereunder), a list in such form as the Trustee may reasonably require of the names and addresses
of the Holders as of a date not more than 15 days (or such other date as the Trustee may reasonably request in order to so provide any
such notices) prior to the time such information is furnished, except that no such list need be furnished so long as the Trustee is acting
as Note Registrar.


 


Section 5.02.      Preservation and Disclosure
of Lists. The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names
and addresses of the Holders contained in the most recent list furnished to it as provided in Section 5.01 or maintained by the Trustee
in its capacity as Note Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt
of a new list so furnished.


 


ARTICLE
6

DEFAULTS AND REMEDIES


 


Section 6.01.      Events of Default.
Each of the following events shall be an “Event of Default” with respect to the Notes:


 


(a)              
default in any payment of Special Interest on any Note when due and payable, and the default continues for a period of 30 days;


 


(b)              
default in the payment of principal of any Note when due and payable on the Maturity Date, upon Optional Redemption, upon any required
repurchase, upon declaration of acceleration or otherwise;


 


(c)              
failure by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise of a Holder’s
conversion right, and such failure continues for three Business Days;


 


(d)              
failure by the Company to issue (i) a Fundamental Change Company Notice in accordance with Section 15.02(c) when due, and such failure
continues for three Business Days, (ii) notice of a specified corporate event in accordance with Section 14.01(b)(ii) when due or (iii)
notice of a specified corporate event in accordance with 14.01(b)(iii) when due, and such failure continues for two Business Days;


 


(e)              
failure by the Company to comply with its obligations under Article 11;


 


(f)               
failure by the Company for 60 days after written notice to the Company from the Trustee or the Holders of at least 25% in principal amount
of the Notes then outstanding has been received by the Company to comply with any of its other agreements contained in the Notes or this
Indenture;


 


 






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(g)              
default by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument under
which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $45,000,000
(or its foreign currency equivalent) in the aggregate of the Company and/or any such Significant Subsidiary, whether such indebtedness
now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated
maturity or (ii) constituting a failure to pay the principal of any such debt when due and payable at its stated maturity, upon required
repurchase, upon declaration of acceleration or otherwise, in each case, after the expiration of any applicable grace period, if such
acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such
indebtedness shall not have been paid or discharged, as the case may be, within 30 days after written notice to the Company by the Trustee
or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of Notes then outstanding in accordance with
this Indenture;


 


(h)              
the Company or any Significant Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to the Company or any such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law
now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company
or any such Significant Subsidiary or any substantial part of its property, or shall consent to any such relief or to the appointment
of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general
assignment for the benefit of creditors, or shall publicly admit in writing that it generally is not paying, or is unable to pay, its
debts as they become due; or


 


(i)                
an involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary seeking liquidation, reorganization
or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the
Company or such Significant Subsidiary or any substantial part of its property, and such involuntary case or other proceeding shall remain
undismissed and unstayed for a period of 60 consecutive days.


 


Section 6.02.      Acceleration; Rescission
and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case
(other than an Event of Default specified in Section 6.01(h) or Section 6.01 (i) with respect to the Company), unless the principal of
all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount
of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given
by Holders), may declare 100% of the principal of, and any accrued and unpaid Special Interest on, all the Notes to be due and payable
immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained
in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified in Section 6.01(h) or Section 6.01
(i) with respect to the Company occurs and is continuing, 100% of the principal of, and any accrued and unpaid Special Interest, if any,
on, all Notes shall become and shall automatically be immediately due and payable without any act or declaration on the part of the trustee
or any holder.


 


The immediately preceding paragraph, however, is subject to the conditions
that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for
the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with
the Trustee a sum sufficient to pay installments of any accrued and unpaid Special Interest upon all Notes and the principal of any and
all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest
to the extent that payment of such interest is enforceable under applicable law, and on such principal at the rate borne by the Notes
at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree
of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of
the principal of and any accrued and unpaid Special Interest, if any, on Notes that shall have become due solely by such acceleration,
shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding
sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and
to the Trustee, may waive all Defaults or Events of Default with respect to the Notes (except with respect to any continuing defaults
relating to nonpayment of principal or any interest or with respect to the failure to deliver the consideration due upon conversion) and
rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to
or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to
the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting
from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of,
or any accrued and unpaid Special Interest on, any Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay
or deliver, as the case may be, the consideration due upon conversion of the Notes.


 


 






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Section 6.03.      Special Interest.
Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy for
an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(a) shall after
the occurrence of such an Event of Default consist exclusively of the right to receive Special Interest on the Notes at a rate equal to:
(i) 0.25% per annum of the principal amount of the Notes outstanding for each day during the period beginning on, and including,
the date on which such Event of Default first occurs and ending on the earlier of (x) the date on which such Event of Default is cured
or validly waived in accordance with this Article 6 and (y) the 180th day immediately following, and including, the date on which such
Event of Default first occurs and (ii) if such Event of Default has not been cured or validly waived prior to the 181st day immediately
following, and including, the date on which such Event of Default first occurs, 0.50% per annum of the principal amount of Notes outstanding
for each day during the period beginning on, and including, the 181st day immediately following, and including, the date on which such
Event of Default first occurs and ending on the earlier of (x) the date on which the Event of Default is cured or validly waived
in accordance with this Article 6 and (y) the 360th day immediately following, and including, the date on which such Event of Default
first occurs. Special Interest payable pursuant to this Section 6.03 shall be in addition to, not in lieu of, any Special Interest payable
pursuant to Section 4.06(d) or Section 4.06(e), subject to the second immediately succeeding paragraph. If the Company so elects, such
Special Interest shall be payable as set forth in Section 2.03(b) and shall accrue on all outstanding Notes from, and including, the date
on which the Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) first
occurs to, and including, the 360th day thereafter (or such earlier date on which such Event of Default is cured or validly waived in
accordance with this Article 6). On the 361st day after such Event of Default first occurs (if the Event of Default relating to the Company’s
failure to comply with its obligations as set forth in Section 4.06(b) is not cured or validly waived in accordance with this Article
6 prior to such 361st day), such Special Interest shall cease to accrue and the Notes shall be immediately subject to acceleration as
provided in Section 6.02. The provisions of this paragraph will not affect the rights of Holders of Notes in the event of the occurrence
of any Event of Default other than the Company’s failure to comply with its obligations as set forth in Section 4.06(b). In the
event the Company does not elect to pay Special Interest following an Event of Default in accordance with this Section 6.03 or the Company
has elected to make such payment but does not pay the Special Interest when due, the Notes shall be immediately subject to acceleration
as provided in Section 6.02.


 


In order to elect to pay Special Interest as the sole remedy during the
first 360 days after the occurrence of any Event of Default described in the immediately preceding paragraph, the Company must notify
all Holders of the Notes, the Trustee and the Paying Agent in an Officer’s Certificate (consistent with Section 4.06(h)) of such
election prior to the beginning of such 360-day period. Upon the failure to timely give such notice, the Notes shall be immediately subject
to acceleration as provided in Section 6.02.


 


In no event shall Special Interest payable at the Company’s election
as the remedy for an Event of Default relating to the Company’s failure to comply with its reporting obligations as set forth in
Section 4.06(b), together with any Special Interest that may accrue as a result of the Company’s failure to timely file any document
or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving
effect to all applicable grace periods provided by Rule 12b-25 or any successor rule under the Exchange Act and other than reports on
Form 8-K), pursuant to Section 4.06(d), accrue at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless of the number
of events or circumstances giving rise to the requirement to pay such Special Interest. The Trustee shall have no duty to calculate or
verify the calculation of Special Interest.


 


 






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Section 6.04.      Payments of Notes on Default;
Suit Therefor. If an Event of Default described in clause (a) or (b) of Section 6.01 shall have occurred, the Company shall,
upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on
the Notes for principal and Special Interest, if any, with no interest accruing on any overdue principal unless Special Interest was payable
on the required payment date, in which case such payments will accrue interest at the then-applicable Special Interest rate from such
required payment date, and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee under
Section 7.06. If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of
an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding
to judgment or final decree and may enforce the same against the Company or any other obligor upon the Notes and collect the moneys adjudged
or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Notes, wherever
situated.


 


In the event there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Notes under Title 11 of the United States Code, or any other applicable
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have
been appointed for or taken possession of the Company, the property of the Company, or in the event of any other judicial proceedings
relative to the Company, or to the creditors or property of the Company, the Trustee, irrespective of whether the principal of the Notes
shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made
any demand pursuant to the provisions of this Section 6.04, shall be entitled and empowered, by intervention in such proceedings or otherwise,
to file and prove a claim or claims for the whole amount of principal and any accrued and unpaid Special Interest, if any, in respect
of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents and to take such other
actions as it may deem necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceedings relative
to the Company, its creditors, or its property, and to collect and receive any monies or other property payable or deliverable on any
such claims, and to distribute the same after the deduction of any amounts due to the Trustee under Section 7.06; and any receiver, assignee
or trustee in bankruptcy or reorganization, liquidator, custodian or similar official is hereby authorized by each of the Holders to make
such payments to the Trustee, as administrative expenses, and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for reasonable compensation, expenses, advances and disbursements, including
agents and counsel fees, and including any other amounts due to the Trustee under Section 7.06, incurred by it up to the date of such
distribution. To the extent that such payment of reasonable compensation, expenses, advances and disbursements out of the estate in any
such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and
all distributions, dividends, monies, securities and other property that the Holders of the Notes may be entitled to receive in such proceedings,
whether in liquidation or under any plan of reorganization or arrangement or otherwise.


 


 






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Nothing herein contained shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting
such Holder or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.


 


All rights of action and of asserting claims under this Indenture, or under
any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or
other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Notes.


 


In any proceedings brought by the Trustee (and in any proceedings involving
the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all
the Holders of the Notes, and it shall not be necessary to make any Holders of the Notes parties to any such proceedings.


 


In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because of any waiver pursuant to Section 6.09 or any rescission
and annulment pursuant to Section 6.02 or for any other reason or shall have been determined adversely to the Trustee, then and in every
such case the Company, the Holders and the Trustee shall, subject to any determination in such proceeding, be restored respectively to
their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Holders and the Trustee shall continue
as though no such proceeding had been instituted.


 


Section 6.05.      Application of Monies
Collected by Trustee. Any monies or property collected by the Trustee pursuant to this Article 6 with respect to the Notes
shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such monies or property, upon
presentation of the several Notes, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid:


 


First, to the payment of all amounts due the Trustee (in each of
its capacities under this Indenture), including its agent and counsel, under Section 7.06;


 


Second, in case the principal of the outstanding Notes shall not
have become due and be unpaid, to the payment of any Special Interest on, and any cash due upon conversion of, the Notes in default in
the order of the date due of the payments of such interest and cash due upon conversion, as the case may be, with interest (to the extent
that any interest is payable on such Notes and has been collected by the Trustee) payable upon such overdue amounts at the rate of Special
Interest then payable on such Notes, if any, such payments to be made ratably to the Persons entitled thereto;


 


Third, in case the principal of the outstanding Notes shall have
become due, by declaration or otherwise, and be unpaid to the payment of the whole amount (including, if applicable, the payment of the
Fundamental Change Repurchase Price, the Redemption Price and any cash due upon conversion) then owing and unpaid upon the Notes for principal
and Special Interest, if any, with interest (to the extent that any interest is payable on such Notes and has been collected by the Trustee)
on the overdue principal to the extent that such interest and has been collected by the Trustee, payable upon such overdue amounts at
the rate of Special Interest then payable on such Notes, if any, and in case such monies shall be insufficient to pay in full the whole
amounts so due and unpaid upon the Notes, then to the payment of such principal (including, if applicable, the Fundamental Change Repurchase
Price, the Redemption Price and any cash due upon conversion) and any interest without preference or priority of principal over such interest,
or of any interest over principal or of any installment of interest over any other installment of interest, or of any Note over any other
Note, ratably to the aggregate of such principal (including, if applicable, the Fundamental Change Repurchase Price, the Redemption Price
and any cash due upon conversion) and any accrued and unpaid Special Interest; and


 


 






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Fourth, to the payment of the remainder, if any, to the Company.


 


Section 6.06.      Proceedings by Holders.
Except to enforce the right to receive payment of principal (including, if applicable, the Fundamental Change Repurchase Price or
the Redemption Price) or interest when due, or the right to receive payment or delivery of the consideration due upon conversion, no Holder
of any Note shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian
or other similar official, or for any other remedy hereunder, unless:


 


(a)              
such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as herein
provided;


 


(b)              
Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder;


 


(c)              
such Holders shall have offered to the Trustee such security or indemnity satisfactory to the Trustee against any loss, cost, liability
or expense to be incurred therein or thereby;


 


(d)              
the Trustee for 60 days after its receipt of such notice, request and offer of such security or indemnity, shall have neglected or refused
to institute any such action, suit or proceeding; and


 


(e)              
no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the
Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to Section 6.09,


 


it being understood and intended, and being expressly covenanted by the taker and Holder of
every Note with every other taker and Holder and the Trustee that no one or more Holders shall have any right in any manner whatever by
virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain
or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner
herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection
and enforcement of this Section 6.06, each and every Holder and the Trustee shall be entitled to such relief as can be given either at
law or in equity.


 


Notwithstanding any other provision of this Indenture and any provision
of any Note, each Holder shall have the contractual right to receive payment or delivery, as the case may be, of (x) the principal (including
the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, (y) accrued and unpaid Special Interest, if any, on,
and (z) the consideration due upon conversion of, such Note, on or after the respective due dates expressed or provided for in such Note
or in this Indenture, and the contractual right to institute suit for the enforcement of any such payment or delivery, as the case may
be, on or after such respective dates, shall not be amended without the consent of each Holder.


 


 






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Section 6.07.      Proceedings by Trustee.
In case of an Event of Default, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture
by such appropriate judicial proceedings as are necessary to protect and enforce any of such rights, either by suit in equity or by action
at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in
the Trustee by this Indenture or by law.


 


Section 6.08.      Remedies Cumulative and
Continuing. Except as provided in the last paragraph of Section 2.06, all powers and remedies given by this Article 6 to
the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other
powers and remedies available to the Trustee or the Holders of the Notes, by judicial proceedings or otherwise, to enforce the performance
or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any Holder of
any of the Notes to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power, or
shall be construed to be a waiver of any such Default or Event of Default or any acquiescence therein; and, subject to the provisions
of Section 6.06, every power and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time
to time, and as often as shall be deemed expedient, by the Trustee or by the Holders.


 


Section 6.09.      Direction of Proceedings
and Waiver of Defaults by Majority of Holders. Subject to the Trustee’s right to receive security or indemnity from
the relevant Holders as described herein, the Holders of a majority of the aggregate principal amount of the Notes at the time outstanding
determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes; provided,
however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may
take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any
direction that it determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability
(it being understood that the Trustee shall not have an affirmative duty to ascertain whether or not such direction would be unduly prejudicial
to any other Holder) or that conflicts with applicable law or this Indenture. The Holders of a majority in aggregate principal amount
of the Notes at the time outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes (x) waive
any past Default or Event of Default hereunder and its consequences except a default in the payment of accrued and unpaid Special Interest,
if any, on, or the principal (including any Fundamental Change Repurchase Price or Redemption Price, if applicable) of, the Notes when
due that has not been cured pursuant to the provisions of Section 6.01, a failure by the Company to pay or deliver, as the case may be,
the consideration due upon conversion of the Notes or a default in respect of a covenant or provision hereof which under Article 10 cannot
be modified or amended without the consent of each Holder of an outstanding Note affected; and (y) rescind any resulting acceleration
of the Notes and its consequences if (i) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction
and (ii) all existing Events of Default (other than nonpayment of the principal of, and interest on, the Notes that have become due solely
by such acceleration) have been cured or waived. Upon any such waiver the Company, the Trustee and the Holders of the Notes shall be restored
to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default
or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this
Section 6.09, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and
to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent
thereon.


 


Section 6.10.      Notice of Defaults.
The Trustee shall, after the occurrence and continuance of a Default of which a Responsible Officer has actual knowledge, deliver
to all Holders notice of such Default within 90 days after such Responsible Officer obtains such knowledge, unless such Defaults shall
have been cured or waived before the giving of such notice; provided that, except in the case of a Default in the payment of the
principal of (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable), or any accrued and unpaid Special
Interest on, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall be protected
in withholding such notice if and so long as a Responsible Officer of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders.


 


 






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Section 6.11.      Undertaking to Pay Costs.
All parties to this Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to have agreed, that any
court may, in its discretion, require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the
costs of such suit and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant;
provided that the provisions of this Section 6.11 (to the extent permitted by law) shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the
Notes at the time outstanding determined in accordance with Section 8.04, or to any suit instituted by any Holder for the enforcement
of the payment of the principal of or accrued and unpaid Special Interest, if any, on any Note (including, but not limited to, the Fundamental
Change Repurchase Price or the Redemption Price, if applicable) on or after the due date expressed or provided for in such Note or to
any suit for the enforcement of the right to convert any Note, or receive the consideration due upon conversion, in accordance with the
provisions of Article 14.


 


ARTICLE
7

CONCERNING THE TRUSTEE


 


Section 7.01.      Duties and Responsibilities
of Trustee. 


 


(a)       Except during the continuance of an Event of Default,


 


(1)       the Trustee undertakes to perform
such duties and obligations and only such duties and obligations as are specifically set forth in this Indenture, and no implied covenants
or obligations shall be read into this Indenture against the Trustee; and


 


(2)       in the absence of bad faith
or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in
the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee,
the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but
need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).


 


(b)       In case an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.


 


(c)       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, except
that:


 


(1)       this Subsection shall not be
construed to limit the effect of Subsection (a) of this Section;


 


 






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(2)       the Trustee shall not be liable
for any error of judgement made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining
the pertinent facts;


 


(3)       the Trustee shall not be liable
with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority
in principal amount of the Notes at the time outstanding determined as provided in Section 8.04, relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture; and


 


(4)       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.


 


(d)       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.


 


Section 7.02.      Rights
of the Trustee. Except as otherwise provided in Section 7.01:The Trustee may
conclusively rely and shall be fully protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, bond, note, coupon or other paper or document (whether in original or facsimile form) believed by it in good
faith to be genuine and to have been signed or presented by the proper party or parties.


 


(a)              
Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate
(unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee
by a copy thereof certified by the Secretary or an Assistant Secretary of the Company. Before the Trustee acts or refrains from acting,
it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes
or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.


 


(b)              
The Trustee may consult with counsel and require an Opinion of Counsel and any written or verbal advice of such counsel or Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith
and in reliance on such advice or Opinion of Counsel.


 


(c)              
The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make
such further inquiry or investigation, it shall be entitled, at a reasonable time on any Business Day after reasonable notice, to examine
the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability
of any kind by reason of such inquiry or investigation.


 


(d)              
The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents,
custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent,
custodian, nominee or attorney appointed by it with due care hereunder. The permissive rights of the Trustee enumerated herein shall not
be construed as duties.


 


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


 


 






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


 


(g)              
The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default, unless written notice of any event which
is in fact such a Default or Event of Default (and stating the occurrence of a Default or Event of Default) is received by a Responsible
Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.


 


(h)              
The Trustee shall not be responsible or liable for any action it takes or omits to take in good faith which it reasonably believes to
be authorized or within its rights or powers.


 


(i)                
Neither the Trustee nor any of its directors, officers, employees, agents or affiliates shall be responsible for nor have any duty to
monitor the performance or any action of the Company, or any of their respective directors, members, officers, agents, affiliates or employee,
nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. The Trustee shall not be responsible
for any inaccuracy in the information obtained from the Company or for any inaccuracy or omission in the records which may result from
such information or any failure by the Trustee to perform its duties as set forth herein as a result of any inaccuracy or incompleteness.


 


(j)                
In no event shall the Trustee be responsible or liable for any punitive, special, indirect or consequential loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of action. 


 


(k)              
Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.


 


(l)                
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 of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory
to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.


 


(m)            
The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, including as Conversion Agent, and each
agent, custodian and other Person employed to act hereunder.


 


(n)              
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 Officer’s Certificate.


 


(o)              
In the absence of written investment direction from the Company, all cash received by the Trustee shall remain uninvested and be placed
in a non-interest bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment
losses incurred thereon.


 


 






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Section 7.03.      No Responsibility for
Recitals, Etc. The recitals contained herein and in the Notes (except in the Trustee’s certificate of authentication)
shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee
makes no representations as to the validity, sufficiency or enforceability of this Indenture or of the Notes or the Offering Memorandum
or any other documents used in connection with the sale or distribution of the Notes. The Trustee shall not be accountable for the use
or application by the Company of any Notes or the proceeds of any Notes authenticated and delivered by the Trustee in conformity with
the provisions of this Indenture or any money paid to the Company or upon the Company’s direction under any provision of the Indenture.
The Trustee shall have no responsibility or liability with respect to any information, statement or recital in the Offering Memorandum
or other disclosure material prepared or distributed with respect to the issuance of the Notes. The Trustee shall not be bound to ascertain
or inquire as to the performance, observance or breach of any covenants, conditions, representations, warranties or agreements on the
part of the Company. The Trustee shall have no obligation to pursue any action that is not in accordance with applicable law. The Trustee
shall have no obligation to independently determine or verify if any Change of Control, Change of Control Repurchase Event, or any other
event has occurred or if a Change of Control Offer is required to be made, or notify the Holders of any such event.


 


Section 7.04.      Trustee, Paying Agents,
Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes. The Trustee, any Paying Agent, any Conversion
Agent, Bid Solicitation Agent or Note Registrar (in each case, if other than an Affiliate of the Company), in its individual or any other
capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not the Trustee, Paying Agent, Conversion
Agent, Bid Solicitation Agent or Note Registrar.


 


Section 7.05.      Monies to Be Held in Trust.
All monies received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they
were received. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law.
The Trustee shall be under no liability for interest on any money received by it hereunder except as may be agreed from time to time by
the Company and the Trustee.


 


Section 7.06.      Compensation and Expenses
of Trustee. The Company covenants and agrees to pay to the Trustee, in any capacity under this Indenture from time to time,
and the Trustee shall be entitled to, compensation for all services rendered by it hereunder in any capacity (which shall not be limited
by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to in writing between the Trustee
and the Company, and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances
reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture in any capacity thereunder (including
the compensation and the reasonable expenses and disbursements of its agents and counsel and of all Persons not regularly in its employ)
except any such expense, disbursement or advance as shall have been caused by the Trustee’s own gross negligence or willful misconduct
as adjudicated by a final non-appealable decision of a court of competent jurisdiction. The Company covenants and agrees to indemnify
each of the Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any and all loss, damage, claims,
liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), 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, or any Holder or any other Person) or liability in connection with the exercise
or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the
extent that such loss, damage, claim, liability or expense is due to its own gross negligence or willful misconduct as adjudicated by
a final non-appealable decision of a court of competent jurisdiction. The obligations of the Company under this Section 7.06 to compensate
or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a senior lien
to which the Notes are hereby made subordinate on all money or property held or collected by the Trustee, except, subject to the effect
of Section 6.05, funds held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s right to receive
payment of any amounts due under this Section 7.06 shall not be subordinate to any other liability or indebtedness of the Company. The
obligation of the Company under this Section 7.06 shall survive the satisfaction and discharge of this Indenture and the earlier resignation
or removal of the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably
withheld. The indemnification provided in this Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee.


 


 






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Without prejudice to any other rights available to the Trustee under applicable
law, when the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified
in Section 6.01(h) or Section 6.01 (i) occurs, the expenses and the compensation for the services are intended to constitute expenses
of administration under any bankruptcy, insolvency or similar laws.


 


Section 7.07.     
Reserved.


 


Section 7.08.      Eligibility of Trustee.
There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act (as if
the Trust Indenture Act were applicable hereto) to act as such and has a combined capital and surplus of at least $50,000,000. If such
Person publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.


 


Section 7.09.      Resignation or Removal
of Trustee. The Trustee may at any time resign by giving written notice of such resignation to the Company. Upon receiving
such notice of resignation, the Company shall promptly notify all Holders and appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to
the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 60 days after the giving
of such notice of resignation to the Holders, the resigning Trustee may, upon ten Business Days’ notice to the Company and the Holders
and at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder
who has been a bona fide holder of a Note or Notes for at least six months (or since the date of this Indenture) may, subject to the provisions
of Section 6.11, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.


 


(a)              
In case at any time any of the following shall occur:


 


(i)                
the Trustee shall cease to be eligible in accordance with the provisions of Section 7.08 and shall fail to resign after written
request therefor by the Company or by any such Holder, or


 


(ii)             
the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of
its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then, in either case, the Company may by a Board Resolution remove the Trustee
and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument
shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any
Holder who has been a bona fide holder of a Note or Notes for at least six months (or since the date of this Indenture) may, on behalf
of himself or herself and all others similarly situated, petition any court of competent jurisdiction at the expense of the Company for
the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may
deem proper and prescribe, remove the Trustee and appoint a successor trustee.


 


 






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(b)              
The Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in accordance with Section
8.04, may at any time remove the Trustee and nominate a successor trustee that shall be deemed appointed as successor trustee unless within
ten days after notice to the Company of such nomination the Company objects thereto, in which case the Trustee so removed or any Holder,
upon the terms and conditions and otherwise as in Section 7.09(a) provided, may petition any court of competent jurisdiction for an appointment
of a successor trustee.


 


(c)              
Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 7.09
shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.10.


 


Section 7.10.      Acceptance by Successor
Trustee. Any successor trustee appointed as provided in Section 7.09 shall execute, acknowledge and deliver to the Company
and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor
trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein; but, nevertheless,
on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then
due it pursuant to the provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee all the rights
and powers of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments
in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing
to act shall, nevertheless, retain a senior lien to which the Notes are hereby made subordinate on all money or property held or collected
by such trustee as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due
it pursuant to the provisions of Section 7.06.


 


No successor trustee shall accept appointment as provided in this Section
7.10 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 7.08.


 


Upon acceptance of appointment by a successor trustee as provided in this
Section 7.10, each of the Company and the successor trustee, at the written direction and at the expense of the Company shall deliver
or cause to be delivered notice of the succession of such trustee hereunder to the Holders. If the Company fails to deliver such notice
within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be delivered
at the expense of the Company.


 


Section 7.11.      Succession by Merger,
Etc. Any corporation or other entity into which the Trustee may be merged or converted or with which it may be consolidated,
or to which the Trustee may sell or transfer all or substantially all of its corporate trust business, or any corporation or other entity
resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation or other entity succeeding
to all or substantially all of the corporate trust business of the Trustee (including the administration of this Indenture), shall be
the successor to the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties
hereto; provided that in the case of any corporation or other entity succeeding to all or substantially all of the corporate trust
business of the Trustee such corporation or other entity shall be eligible under the provisions of Section 7.08.


 


 






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In case at the time such successor to the Trustee shall succeed to the trusts
created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt
the certificate of authentication of any predecessor trustee or authenticating agent appointed by such predecessor trustee, and deliver
such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee
or an authenticating agent appointed by such successor trustee may authenticate such Notes either in the name of any predecessor trustee
hereunder or in the name of the successor trustee; and in all such cases such certificates shall have the full force which it is anywhere
in the Notes or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right
to adopt the certificate of authentication of any predecessor trustee or to authenticate Notes in the name of any predecessor trustee
shall apply only to its successor or successors by merger, conversion or consolidation.


 


Section 7.12.     
Reserved.


 





ARTICLE
8

CONCERNING THE HOLDERS


 


Section 8.01.      Action by Holders.
Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes
may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced
(a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing,
or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions
of Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders. Whenever the
Company solicits the taking of any action by the Holders of the Notes, the Company may, but shall not be required to, fix in advance of
such solicitation, a date as the record date for determining Holders entitled to take such action. The record date if one is selected
shall be not more than fifteen days prior to the date of commencement of solicitation of such action.


 


Section 8.02.      Proof of Execution by
Holders. Subject to the provisions of Section 7.01, Section 7.02 and Section 9.05, proof of the execution of any instrument
by a Holder or its agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed
by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Notes shall be proved by the Note Register or
by a certificate of the Note Registrar. The record of any Holders’ meeting shall be proved in the manner provided in Section 9.06.


 


Section 8.03.      Who Are Deemed Absolute
Owners. The Company, the Trustee, any authenticating agent, any Paying Agent, any Conversion Agent and any Note Registrar
may deem the Person in whose name a Note shall be registered upon the Note Register to be, and may treat it as, the absolute owner of
such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing thereon made by any
Person other than the Company or any Note Registrar) for the purpose of receiving payment of or on account of the principal (including
any Fundamental Change Repurchase Price or Redemption Price, if applicable) of and (subject to Section 2.03) any accrued and unpaid Special
Interest on such Note, for conversion of such Note and for all other purposes; and neither the Company nor the Trustee nor any Paying
Agent nor any Conversion Agent nor any Note Registrar shall be affected by any notice to the contrary. The sole registered holder of a
Global Note shall be the Depositary or its nominee. All such payments or deliveries so made to any Holder for the time being, or upon
its order, shall be valid, and, to the extent of the sums or shares of Common Stock so paid or delivered, effectual to satisfy and discharge
the liability for monies payable or shares deliverable upon any such Note. Notwithstanding anything to the contrary in this Indenture
or the Notes following an Event of Default, any holder of a beneficial interest in a Global Note may directly enforce against the Company,
without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such holder’s
right to exchange such beneficial interest for a Note in certificated form in accordance with the provisions of this Indenture.


 


 






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Section 8.04.      Company-Owned Notes Disregarded.
In determining whether the Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent,
waiver or other action under this Indenture, Notes that are owned by the Company, by any Subsidiary thereof or by any Affiliate of the
Company or any Subsidiary thereof shall be disregarded and deemed not to be outstanding for the purpose of any such determination; and
the Company shall provide an Officer’s Certificate to the Trustee setting forth whether any Notes are so owned by the Company, its
Affiliates or any Subsidiary thereof, and, if so, the amounts thereof. The Trustee shall be entitled to accept such Officer’s Certificate
as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the purpose
of any such direction, consent, waiver or other action.


 


Section 8.05.      Revocation of Consents;
Future Holders Bound. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01,
of the taking of any action by the Holders of the percentage of the aggregate principal amount of the Notes specified in this Indenture
in connection with such action, any Holder of a Note that is shown by the evidence to be included in the Notes the Holders of which have
consented to such action may, by filing written notice with the Trustee at its Corporate Trust Office and upon proof of holding as provided
in Section 8.02, revoke such action so far as concerns such Note. Except as aforesaid, any such action taken by the Holder of any Note
shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Note and of any Notes issued in exchange
or substitution therefor or upon registration of transfer thereof, irrespective of whether any notation in regard thereto is made upon
such Note or any Note issued in exchange or substitution therefor or upon registration of transfer thereof.


 


ARTICLE
9

HOLDERS’ MEETINGS


 


Section 9.01.      Purpose of Meetings.
A meeting of Holders may be called at any time and from time to time pursuant to the provisions of this Article 9 for any of the following
purposes:


 


(a)              
to give any notice to the Company or to the Trustee or to give any directions to the Trustee permitted under this Indenture, or to consent
to the waiving of any Default or Event of Default hereunder (in each case, as permitted under this Indenture) and its consequences, or
to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article 6;


 


(b)              
to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article 7;


 


(c)              
to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; or


 


(d)              
to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Notes
under any other provision of this Indenture or under applicable law.


 


Section 9.02.      Call of Meetings by Trustee.
The Trustee may at any time call a meeting of Holders to take any action specified in Section 9.01, to be held at such time and at
such place as the Trustee shall determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting and the establishment of any record date pursuant to Section 8.01,
shall be delivered to Holders of such Notes. Such notice shall also be delivered to the Company. Such notices shall be delivered not less
than 20 nor more than 90 days prior to the date fixed for the meeting.


 


 






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Any meeting of Holders shall be valid without notice if the Holders of all
Notes then outstanding are present in person or by proxy or if notice is waived before or after the meeting by the Holders of all Notes
then outstanding, and if the Company and the Trustee are either present by duly authorized representatives or have, before or after the
meeting, waived notice.


 


Section 9.03.      Call of Meetings by Company
or Holders. In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% of the aggregate
principal amount of the Notes then outstanding, shall have requested the Trustee to call a meeting of Holders, by written request setting
forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have delivered the notice of such
meeting within 20 days after receipt of such request, then the Company or such Holders may determine the time and the place for such meeting
and may call such meeting to take any action authorized in Section 9.01, by delivering notice thereof as provided in Section 9.02.


 


Section 9.04.      Qualifications for Voting.
To be entitled to vote at any meeting of Holders a Person shall be a Holder of one or more Notes on the record date pertaining to
such meeting or be a Person appointed by an instrument in writing as proxy by a Holder of one or more Notes on the record date pertaining
to such meeting. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled
to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company
and its counsel.


 


Section 9.05.      Regulations.
Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable
for any meeting of Holders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment
and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and
such other matters concerning the conduct of the meeting as it shall think fit.


 


The Trustee shall, by an instrument in writing, appoint a temporary chairman
of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in Section 9.03, in which case the
Company or the Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman
and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in aggregate principal amount of the Notes
represented at the meeting and entitled to vote at the meeting.


 


Subject to the provisions of Section 8.04, at any meeting of Holders each
Holder or proxyholder shall be entitled to one vote for each $1,000 principal amount of Notes held or represented by him or her; provided,
however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not outstanding and ruled by
the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes
held by it or instruments in writing as aforesaid duly designating it as the proxy to vote on behalf of other Holders. Any meeting of
Holders duly called pursuant to the provisions of Section 9.02 or Section 9.03 may be adjourned from time to time by the Holders of a
majority of the aggregate principal amount of Notes represented at the meeting, whether or not constituting a quorum, and the meeting
may be held as so adjourned without further notice.


 



Section 9.06.      Voting. The
vote upon any resolution submitted to any meeting of Holders shall be by written ballot on which shall be subscribed the signatures of
the Holders or of their representatives by proxy and the outstanding aggregate principal amount of the Notes held or represented by them.
The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes
cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits
by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was
delivered as provided in Section 9.02. The record shall show the aggregate principal amount of the Notes voting in favor of or against
any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one
of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting.


 



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Any record so signed and verified shall be conclusive evidence of the matters
therein stated.


 


Section 9.07.      No Delay of Rights by
Meeting. Nothing contained in this Article 9 shall be deemed or construed to authorize or permit, by reason of any call
of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise
of any right or rights conferred upon or reserved to the Trustee or to the Holders under any of the provisions of this Indenture or of
the Notes. Nothing contained in this Article 9 shall be deemed or construed to limit any Holder’s actions pursuant to the Applicable
Procedures so long as the Notes are Global Notes.


 


ARTICLE
10

SUPPLEMENTAL INDENTURES


 


Section 10.01.  Supplemental Indentures Without Consent of Holders.
Without the consent of any Holder, the Company and the Trustee, at the Company’s expense, may from time to time and at any time
amend or supplement this Indenture or the Notes for one or more of the following purposes:


 


(a)              
to cure any ambiguity, omission, defect or inconsistency;


 


(b)              
to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to, and in compliance
with, the provisions of Article 11;


 


(c)              
to add guarantees with respect to the Notes;


 


(d)              
to secure the Notes;


 


(e)              
to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon
the Company;


 


(f)               
to make any change that does not adversely affect the rights of any Holder in any material respect;


 


(g)              
in connection with any Share Exchange Event, to provide that the notes are convertible into Reference Property, subject to the provisions
of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07;


 


(h)              
comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act to
the extent this Indenture is qualified thereunder;


 


(i)                
provide for the issuance of additional Notes;


 


 






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(j)                
provide for the appointment of a successor Trustee, Note Registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent;


 


(k)              
comply with the rules of any applicable securities depositary in a manner that does not adversely affect the rights of any Holder;


 


(l)                
irrevocably elect a Cash Percentage with respect to conversions of Notes; provided, however, that no such election will affect any Cash
Percentage theretofore elected (or deemed elected) with respect to any Note pursuant to the provisions of Section 14.02(a)(i); or;


 


(m)            
increase the Conversion Rate as provided in this Indenture; or


 


(n)              
to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum.


 


Upon the written request of the Company, the Trustee is hereby authorized
to join with the Company in the execution of any such supplemental indenture, but the Trustee shall not be obligated to enter into any
supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Any supplemental indenture authorized by the provisions of this Section
10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding
any of the provisions of Section 10.02.


 


Section 10.02.  Supplemental Indentures -with Consent of Holders.
With the consent (evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the
Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with
a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s expense, may from time to
time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture, any supplemental indenture or the Notes or of modifying in any manner
the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected,
no such supplemental indenture shall:


 


(a)              
reduce the principal amount of Notes whose Holders must consent to an amendment;


 


(b)              
reduce the rate of or extend the stated time for payment of any Special Interest on any Note;


 


(c)              
reduce the principal of or extend the Maturity Date of any Note;


 


(d)              
make any change that adversely affects the conversion rights of any Notes other than as permitted or required by this Indenture;


 


(e)              
reduce the Fundamental Change Repurchase Price or the Redemption Price of any Note or amend or modify in any manner adverse to the Holders
the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions
or otherwise;


 


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


 


(g)              
change the ranking of the Notes;


 


 






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(h)              
eliminate the contractual right of any Holder to institute suit for the enforcement right to receive payment or delivery, as the case
may be, of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, any accrued and
unpaid Special Interest, if any, on, and the consideration due upon conversion of, its Notes, on or after the respective due dates expressed
or provided for in the Notes or this Indenture; or


 


(i)                
make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.02 or Section 6.09.


 


Upon the written request of the Company, and upon the filing with the Trustee
of evidence of the consent of the requisite Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company
in the execution of such supplemental indenture, unless such supplemental indenture affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into
such supplemental indenture.


 


Holders do not need under this Section 10.02 to approve the particular form
of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof. After any such supplemental
indenture becomes effective, the Company shall deliver to the Holders (with a copy to the Trustee) a notice briefly describing such supplemental
indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will
not impair or affect the validity of the supplemental indenture.


 


Section 10.03.  Effect of Supplemental Indentures.
Upon the execution of any supplemental indenture pursuant to the provisions of this Article 10, this Indenture shall be and be deemed
to be modified and amended in accordance therewith and the respective rights, limitation of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the Holders shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and all purposes.


 


Section 10.04.  Notation on Notes. Notes authenticated
and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article 10 may, at the Company’s
expense, bear a notation as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Notes so
modified as to conform, in the opinion of the Board of Directors, to any modification of this Indenture contained in any such supplemental
indenture may, at the Company’s expense, be prepared and executed by the Company, authenticated, upon receipt of a Company Order,
by the Trustee (or an authenticating agent duly appointed by the Trustee pursuant to Section 17.10) and delivered in exchange for the
Notes then outstanding, upon surrender of such Notes then outstanding.


 


Section 10.05.  Evidence of Compliance of Supplemental Indenture
to Be Furnished Trustee. In addition to the documents required by Section 17.05, the Trustee shall receive an Officer’s
Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.


 


ARTICLE
11

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE


 


Section 11.01.  Company May Consolidate, Etc. on Certain
Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey,
transfer or lease all or substantially all of the consolidated assets of the Company and the Company’s Subsidiaries, taken as a
whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect
wholly-owned Subsidiaries), unless:


 


 






    45


     


    

 


(a)              
the resulting, surviving or transferee Person (the “Successor Company”), if not the
Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District
of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of
the Company under the Notes and this Indenture;


 


(b)              
immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture;
and


 


(c)              
if the Company is not the Successor Company, the Successor Company shall have delivered to the Trustee an Officer’s Certificate
and Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease complies with this Indenture
and an opinion of counsel stating that the supplemental indenture is the valid and binding obligation of the Successor Company, subject
to customary exceptions and qualifications.


 


For purposes of this Section 11.01, the sale, conveyance, transfer or lease
of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties
and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets
of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the
properties and assets of the Company to another Person.


 


Section 11.02.  Successor Corporation to Be Substituted.
In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by
supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment
of the principal of and any accrued and unpaid Special Interest on all of the Notes, the due and punctual delivery and/or payment, as
the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except
in the case of a lease of all or substantially all of the consolidated assets of the Company and the Company’s Subsidiaries, taken
as a whole, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part,
and the Company shall be discharged from its obligations under the Notes and this Indenture (except in the case of a lease of all or substantially
all of the consolidated assets of the Company and the Company’s Subsidiaries, taken as a whole). Such Successor Company thereupon
may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder
which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company
instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate
and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers
of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered
to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture
as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued
at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case
of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture
(or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated
at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of
the Notes and from its obligations under this Indenture and the Notes.


 


 






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In case of any such consolidation, merger, sale, conveyance, transfer or
lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.


 


Section 11.03.  Officer’s Certificate and Opinion of Counsel
to Be Given to Trustee. If a supplemental indenture is required pursuant to this Article 11 as a result of the Company
not being the Successor Company, no such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee
shall receive (and shall be conclusively entitled to rely upon) an Officer’s Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption complies with the provisions
of this Article 11, and that the supplemental indenture is the valid, binding obligations of the Successor Company, enforceable against
such Successor Company in accordance with its terms, such Opinion of Counsel to be subject to customary exceptions.


 


ARTICLE
12

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


 


Section 12.01.  Indenture and Notes Solely Corporate Obligations.
No recourse for the payment of the principal of or any accrued and unpaid Special Interest on, or the payment or delivery of consideration
due upon conversion of, any Note, nor for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in this Indenture or in any supplemental indenture or in any Note, nor because of the creation of
any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent, Officer or director or Subsidiary,
as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise;
it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issue of the Notes.


 


ARTICLE
13

[INTENTIONALLY OMITTED]


 


ARTICLE
14

CONVERSION OF NOTES


 


Section 14.01.  Conversion Privilege. (a)
Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s
option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such
Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business
Day immediately preceding August 15, 2026 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless
of the conditions described in Section 14.01(b), on or after August 15, 2026 and prior to the close of business on the second Scheduled
Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 27.8364 shares of Common Stock (subject
to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject
to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).


 


 






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(b)              
(i) Prior to the close of business on the Business Day immediately preceding August 15, 2026, a Holder may surrender all or any portion
of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period
(the “Measurement Period”) in which the Trading Price per $1,000 principal amount
of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the
Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the
Conversion Rate on each such Trading Day (the “Trading Price Condition”). The Trading
Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth
in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent
nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact
information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit the Trading Price per
$1,000 principal amount of Notes unless the Company has requested such solicitation in writing, and the Company shall have no obligation
to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading
Price per $1,000 principal amount of Notes) unless one or more Holders of at least $2,000,000 aggregate principal amount of Notes provides
the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than
98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day,
and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation
Agent. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) in writing to solicit, or if the
Company is acting as Bid Solicitation Agent, the Company shall solicit, such bids beginning on the next Trading Day and on each successive
Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported
Sale Price of the Common Stock and the Conversion Rate. The Company shall determine the Trading Price per $1,000 amount of Notes in accordance
with the bids solicited by the Bid Solicitation Agent. Any such determination will be conclusive absent manifest error. If (x) the Company
is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to solicit bids when
obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and
the Bid Solicitation Agent fails to make such solicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails
to make such solicitation when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal
amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion
Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify
the Holders, the Trustee, and the Conversion Agent (if other than the Trustee) on or within one Business Day of such Trading Day. If,
at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or
equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company
shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading
Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be
required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent
shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met. The
Company will initially act as the Bid Solicitation Agent.


 


(ii)             
If, prior to the close of business on the Business Day immediately preceding August 15, 2026, the Company elects to:


 


(A)            
issue to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholders rights
plan, so long as such rights have not separated from the shares of the Common Stock) entitling them, for a period of not more than 45
calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share
that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on,
and including, the Trading Day immediately preceding the date of announcement of such issuance; or


 


 






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(B)             
distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities
of the Company (other than pursuant to a stockholders rights plan, so long as such rights have not separated from the shares of the Common
Stock), which distribution has a per share value, as reasonably determined by the Company, exceeding 10% of the Last Reported Sale Price
of the Common Stock on the Trading Day preceding the date of announcement for such distribution, 


 


then, in either case, the Company
shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 45 Scheduled
Trading Days prior to the Ex-Dividend Date for such issuance or distribution (or, if later in the case of any such separation of rights
issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or
triggering event has occurred or will occur). Once the Company has given such notice, a Holder may surrender all or any portion of its
Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend
Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place.


 


Holders may not convert their Notes pursuant to this Section 14.01 (b)(ii) if they participate
(other than in the case of a share split or share combination in respect of the Common Stock), at the same time and upon the same terms
as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described above without having
to convert their Notes as if they held a number of shares of Common Stock equal to the applicable Conversion Rate as of the Record Date
for such issuance or distribution, as the case may be, multiplied by the principal amount (expressed in thousands) of Notes held
by such Holder.


 


(iii)           
If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of
business on the Business Day immediately preceding August 15, 2026, regardless of whether a Holder has the right to require the Company
to repurchase the Notes pursuant to Section 15.02, or if the Company is a party to a Share Exchange Event (other than a Share Exchange
Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental
Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of the Common
Stock solely into shares of Common Stock of the surviving entity and such Common Stock becomes Reference Property for the Notes) that
occurs prior to the close of business on the Business Day immediately preceding August 15, 2026 (each such Fundamental Change, Make-Whole
Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion
of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of the Corporate Event until
the earlier of (x) 35 Trading Days after the effective date of such Corporate Event or, if such Corporate Event also constitutes a Fundamental
Change, until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the
second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion
Agent (if other than the Trustee) in writing no later than the effective date of such Corporate Event.


 


(iv)            
Prior to the close of business on the Business Day immediately preceding August 15, 2026, a Holder may surrender all or any portion
of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2022 (and
only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive)
during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar
quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.


 


 






    49


     


    

 


Neither the Trustee nor the Conversion Agent shall have any obligation
to make any calculation or to determine whether the Notes may be surrendered for conversion or to notify the Company, the Depositary or
any Holders if the Notes have become convertible.


 


(v)              
If the Company calls a Note for redemption pursuant to Article 16, then the Holder of such Note called for redemption may surrender
such Note (or any portion thereof) called for redemption for conversion at any time from, and including, the Redemption Notice Date with
respect to such Note until the close of business on the second Scheduled Trading Day immediately preceding the Redemption Date (or, if
the Company defaults in the payment of the Redemption Price, until the close of business on the Scheduled Trading Day immediately preceding
the date on which the Redemption Price has been paid or duly provided for (any such period, a “Redemption Period”).
After that time, the right to convert such Note on account of the Company’s delivery of the Redemption Notice shall expire. If the
Company elects to redeem less than all of the outstanding Notes pursuant to an Optional Redemption pursuant to Article 16 and the Holder
of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, before the close of business
on the 44th Scheduled Trading Day immediately before the relevant Redemption Date, whether such Note or beneficial interest,
as applicable, is to be redeemed pursuant to such Optional Redemption, then such Holder or owner, as applicable, will be entitled to convert
such Note or beneficial interest, as applicable, at any time during the related Redemption Period, and each such conversion will be deemed
to be of a Note called for redemption. The Trustee shall not be obligated to make any determination in connection with the foregoing.



 


If a Holder elects to convert Notes called
for redemption pursuant to this ‎Section 14.01(b)(v) during the related Redemption Period, the Company will, under certain circumstances,
increase the Conversion Rate for such Notes pursuant to ‎Section 14.03. Accordingly, if the Company elects to redeem fewer than all
of the outstanding Notes pursuant to ‎Article 16, Holders of the Notes not called for redemption will not be entitled to convert such
Notes pursuant to this ‎Section 14.01(b)(v) on account of the Redemption Notice and will not be entitled to an increase in the Conversion
Rate on account of the Redemption Notice for conversions of such Notes during the related Redemption Period even if such Notes are otherwise
convertible, except in the limited circumstances set forth in the immediately preceding paragraph.


 


Section 14.02.  Conversion
Procedure; Settlement Upon Conversion.


 


(a)              
Subject to this Section 14.02, Section 14.03(b) and Section 14.07(a), upon conversion of any Note, on the second Business Day immediately
following the last Trading Day of the relevant Observation Period, the Company shall pay or deliver, as the case may be, to the converting
Holder, in respect of each $1,000 principal amount of Notes being converted, a “Settlement Amount” equal to the sum of the
Daily Settlement Amounts for each of the 40 consecutive Trading Days during the relevant Observation Period for such Note, together with
cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02.


 


 






    50


     


    

 


(i)                
All conversions for which the relevant Conversion Date occurs on or after August 15, 2026 or during a Redemption Period shall be
settled using the same forms and amounts of consideration. Except for any conversions for which the relevant Conversion Date occurs on
or after August 15, 2026 or during a Redemption Period, the Company shall use the same forms and amounts of consideration for all conversions
with the same Conversion Date, but the Company shall not have any obligation to use the same forms and amounts of consideration with respect
to conversions with different Conversion Dates. If, in respect of any Conversion Date (or applicable period, as the case may be), the
Company elects to settle all or a portion of its Conversion Obligation in excess of the principal portion of the Notes being converted
in cash in respect of such Conversion Date (or such period, as the case may be), the Company shall inform converting Holders, the Trustee
and the Conversion Agent (if other than the Trustee) of such election (the “Settlement Notice”) no later than the close of
business on the Trading Day immediately following the related Conversion Date (or, in the case of any conversions for which the relevant
Conversion Date occurs (x) during a Redemption Period, in such Redemption Notice or (y) on or after August 15, 2026, no later than August
15, 2026) and the Company shall indicate in such Settlement Notice the percentage of each share issuable upon conversion in excess of
the principal portion of the Notes being converted that will be paid in cash (the “Cash Percentage”). If the Company does
not elect a Cash Percentage prior to the relevant deadline set forth in the immediately preceding sentence, the Company shall no longer
have the right to elect a Cash Percentage with respect to such conversion or during such period and the Company shall settle its Conversion
Obligation by paying cash in respect of the principal portion of the converted Notes and delivering shares of Common Stock in respect
of the remainder, if any, of its Conversion Obligation in excess of the aggregate principal portion of the Notes being converted as set
forth herein. Prior to August 15, 2026 (other than during a Redemption Period), the Company may, at its election, by notice to Holders,
the Trustee and the Conversion Agent (if other than the Trustee) in accordance with the provisions of this Indenture, elect to satisfy
its Conversion Obligation with respect to all future conversions of Notes with a Conversion Date subsequent to the date of the delivery
of such notice through any Cash Percentage specified in such notice per $1,000 principal amount of Notes to be converted (such election,
an “Irrevocable Settlement Election”); provided that any such election that is made during a Redemption Period (but after
the Redemption Notice Date) will not be applicable to conversions with Conversion Dates that occur during such Redemption Period. For
the avoidance of doubt, such an irrevocable election, if made, shall be effective without the need to amend this Indenture or the Notes,
including pursuant to Section 10.01(1). However, the Company may nonetheless choose to execute such an amendment at its option.


 


(ii)             
The Daily Settlement Amounts (if applicable), the Daily Net Settlement Amounts (if applicable) and the Daily Conversion Values
(if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly and in any event
within one Business Day following the last day of the Observation Period after such determination of the Daily Settlement Amounts, the
Daily Net Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering
any fractional share of Common Stock, the Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) of the
Daily Settlement Amounts, the Daily Net Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash
payable in lieu of delivering fractional shares of Common Stock, subject to Applicable Procedures. The Trustee and the Conversion Agent
(if other than the Trustee) shall have no responsibility for any such determination.


 


(b)              
Subject to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall in
the case of a Global Note, comply with the Applicable Procedures in effect at that time and, if required, pay funds equal to any Special
Interest payable on the next Special Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and,
if required, pay all transfer or similar taxes, if any, pursuant to Section 14.02(e) and in the case of a Physical Note or a Global Note
not approved for processing through the Depositary, (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent
as set forth in the Form of Notice of Conversion (or a facsimile, PDF or other electronic transmission thereof (a “Notice of Conversion”)
at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names
(with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement
of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by
appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements
and transfer documents, (4) if required, pay funds equal to any Special Interest payable on the next Special Interest Payment Date to
which such Holder is not entitled as set forth in Section 14.02(h) and (5) if required, pay all transfer or similar taxes, if any, pursuant
to Section 14.02(e). The Trustee (and if different, the Conversion Agent) shall promptly notify the Company of any conversion pursuant
to this Article 14. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered
a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase
Notice in accordance with Section 15.03.


 


 






    51


     


    

 


If more than one Note shall be surrendered for conversion at one time by
the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount
of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered.


 


(c)              
A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”)
that the Holder has complied with the requirements set forth in subsection (b) above. Except as set forth in Section 14.03(b) and Section
14.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion Obligation on the second
Business Day immediately following the last Trading Day of the Observation Period. If any shares of Common Stock are due to a converting
Holder, the Company shall issue or cause to be issued, and deliver to such Holder, or such Holder’s nominee or nominees, the full
number of shares of Common Stock to which such Holder shall be entitled, in book-entry format through the Depositary, in satisfaction
of the Company’s Conversion Obligation.


 


(d)              
In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver
to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate
principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder
but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer
tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder
of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion.


 


(e)              
If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue
of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a name other
than the Holder’s name, in which case the Holder shall pay that tax. The Company acting through its Common Stock transfer agent
may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name
until a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence is paid.


 


(f)               
Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock issued upon the conversion
of any Note as provided in this Article 14.


 


(g)              
Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation
on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of
any conversion of Notes effected through any Conversion Agent other than the Trustee.


 


 






    52


     


    

 


(h)              
Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid Special Interest, if any, except as set forth
below, and the Company will not adjust the Conversion Rate for any accrued and unpaid Special Interest. The Company’s settlement
of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued
and unpaid Special Interest, if any, to, but excluding, the relevant Conversion Date. As a result, accrued and unpaid Special Interest,
if any, to, but excluding, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.
Upon a conversion of Notes, whether into cash or into a combination of cash and shares of Common Stock, accrued and unpaid Special Interest
will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after
the close of business on a Special Interest Record Date but prior to the open of business on the immediately following Special Interest
Payment Date, Holders of such Notes as of the close of business on such Special Interest Record Date will receive the full amount of Special
Interest payable on such Notes on such Special Interest Payment Date notwithstanding the conversion. However, Notes surrendered for conversion
during the period from the close of business on any Special Interest Record Date to the open of business on the immediately following
Special Interest Payment Date must be accompanied by funds equal to the amount of Special Interest payable on the Notes so converted on
the corresponding Special Interest Payment Date (regardless of whether the converting Holder was the Holder of record on the corresponding
Special Interest Record Date); provided that no such payment shall be required (1) for conversions following the close of business
on the Special Interest Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase
Date that is after a Special Interest Record Date and on or prior to the Business Day immediately following the corresponding Special
Interest Payment Date; (3) if the Company has specified a Redemption Date that is after a Special Interest Record Date and on or prior
to the second Business Day immediately following the corresponding Special Interest Payment Date or (4) to the extent of any Defaulted
Amounts, if any Defaulted Amounts exist at the time of conversion with respect to such Note. Therefore, for the avoidance of doubt, all
Holders of record on the Special Interest Record Date immediately preceding the Maturity Date, any Redemption Date and any Fundamental
Change Repurchase Date described in clause (2) above shall receive the full interest payment due on the Maturity Date or other applicable
Special Interest Payment Date in cash regardless of whether their Notes have been converted, redeemed and/or repurchased, as applicable,
following such Special Interest Record Date.


 


(i)                
The Person in whose name the shares of Common Stock shall be issuable upon conversion shall be treated as a stockholder of record as of
the close of business on the last Trading Day of the relevant Observation Period. Upon a conversion of Notes, such Person shall no longer
be a Holder of such Notes surrendered for conversion.


 


(j)                
The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of delivering
any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the last Trading Day of the relevant Observation
Period. For each Note surrendered for conversion, the full number of shares that shall be issued upon conversion thereof shall be computed
on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such
computation shall be paid in cash.


 


(k)              
Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and the Conversion Agent
if not the Trustee) an Officer’s Certificate setting forth (i) the adjusted Conversion Rate, (ii) the subsection of this Section
14.04 pursuant to which such adjustment has been made, showing in reasonable detail the facts upon which such adjustment is based and
(iii) the date as of which such adjustment is effective (which certificates shall be conclusive evidence of the accuracy of such adjustment
absent manifest error). Unless and until a Responsible Officer of the Trustee shall have received such Officer’s Certificate, the
Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume without inquiry that the last Conversion
Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of
such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective
and shall deliver such notice of such adjustment of the Conversion Rate to each Holder (copying the Trustee and Conversion Agent). Failure
to deliver such notice shall not affect the legality or validity of any such adjustment.


 


 






    53


     


    

 


Section 14.03.  Increased Conversion Rate Applicable to
Certain Notes Surrendered in Connection -with Make-Whole Fundamental Changes or During a Redemption Period. If (i) the Effective
Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its Notes in connection with
such Make-Whole Fundamental Change, or (ii) the Company issues a Redemption Notice and a Holder elects to convert Notes during the related
Redemption Period, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered
for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described below. A conversion
of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant
Conversion Date occurs during the period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including,
the close of business on the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole
Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th
Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole
Fundamental Change Period”). For the avoidance of doubt, the Company will increase the Conversion Rate during the related Redemption
Period only with respect to Conversions of Notes called (or deemed called as contemplated by Section 14.01(b)(v)) for redemption. Accordingly,
if the Company elects to redeem less than all of the outstanding Notes as described under Article 16, Holders of the Notes not called
for redemption will not be entitled to an increased Conversion Rate for conversions of such Notes (on account of the Notice of Redemption)
during the applicable redemption Period, except in the limited circumstance set forth under Section 14.01 (b)(v).


 


(a)              
Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change pursuant to Section 14.01 (b)(iii) or during
a Redemption Period, the Company shall pay or deliver, as the case may be, the consideration due in respect of such converted Notes, based
on the Conversion Rate as increased to reflect the Additional Shares pursuant to the table set forth in Section 14.03(d) below, in accordance
with Section 14.02; provided, however, that if, at the effective time of a Make-Whole Fundamental Change described in clause
(b) of the definition of Fundamental Change, the Reference Property following such Make-Whole Fundamental Change is composed entirely
of cash, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall
be calculated based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount
of converted Notes equal to the Conversion Rate (including any adjustment for Additional Shares), multiplied by such Stock Price.
In such event, the Conversion Obligation shall be paid to Holders in cash on the second Business Day following the Conversion Date. The
Company shall notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the Effective Date of
any Make-Whole Fundamental Change in writing no later than five Business Days after such Effective Date.


 


(b)              
The number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table
below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”)
or the Redemption Notice Date, as applicable, and the price paid (or deemed to be paid) per share of the Common Stock in the Make-Whole
Fundamental Change or on the Redemption Notice Date(the “Stock Price”). If the holders
of the Common Stock receive in exchange for their Common Stock only cash in a Make-Whole Fundamental Change described in clause (b) of
the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the
average of the Last Reported Sale Prices of the Common Stock over the five consecutive Trading Day period ending on, and including, the
Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change or the Redemption Notice Date, as the case may
be. In the event that a conversion during a Redemption Period would also be deemed to be in connection with a Make-Whole Fundamental Change,
a Holder of the Notes to be converted will be entitled to a single increase to the Conversion Rate with respect to the first to occur
of the applicable Redemption Notice Date or the Effective Date of the applicable Make-Whole Fundamental Change, and the later event will
be deemed not to have occurred for purposes of this Section 14.03. The Board of Directors shall make appropriate adjustments to the Stock
Price, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring
an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date (as such term is used in Section 14.04) or Expiration
Date of the event occurs during such five consecutive Trading Day period.


 


 






    54


     


    

 


(c)              
The Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate of
the Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment,
multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the
Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in
the table below shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth in Section 14.04.


 


(d)              
The following table sets forth the number of Additional Shares of Common Stock by which the Conversion Rate shall be increased per $1,000
principal amount of Notes pursuant to this Section 14.03 for each Stock Price and Effective Date or Redemption Notice Date, as applicable,
set forth below:


 


	Stock Price
	Effective Date /   Redemption Notice Date	$25.21 	$27.50 	$32.50 	$35.92	$40.00 	$46.70 	$50.00 	$60.00 	$75.00 	$100.00 	$150.00 	$200.00 
	November 16, 2021.........	11.8303	10.1527	7.4575	6.1378	4.9333	3.5377	3.0328	1.9597	1.0799	0.4317	0.0578	0.0000
	November 15, 2022.........	11.8303	10.0891	7.2345	5.8575	4.6170	3.2079	2.7080	1.6705	0.8583	0.3010	0.0202	0.0000
	November 15, 2023.........	11.8303	10.0069	6.9455	5.4961	4.2143	2.7972	2.3084	1.3293	0.6143	0.1760	0.0000	0.0000
	November 15, 2024.........	11.8303	9.7767	6.4437	4.9101	3.5933	2.2043	1.7488	0.8920	0.3399	0.0633	0.0000	0.0000
	November 15, 2025.........	11.8303	9.2018	5.4483	3.8151	2.5055	1.2760	0.9222	0.3528	0.0820	0.0018	0.0000	0.0000
	November 15, 2026.........	11.8303	8.5273	2.9329	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000


 


 


The exact Stock Price and Effective Date or Redemption Notice Date may not
be set forth in the table above, in which case:


 


(i)                
if the Stock Price is between two Stock Prices in the table above or the Effective Date or Redemption Notice Date, as the case
may be, is between two Effective Dates or Redemption Notice Dates, as applicable, in the table, the number of Additional Shares shall
be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices
and the earlier and later Effective Dates or Redemption Notice Dates, as applicable, based on a 365- or 366-day year, as applicable;


 


(ii)             
if the Stock Price is greater than $200.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in
the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate;
and


 


 






    55


     


    

 


(iii)           
if the Stock Price is less than $25.21 per share (subject to adjustment in the same manner as the Stock Prices set forth in the
column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate.


 


Notwithstanding the foregoing, in no event shall the Conversion Rate per $1,000 principal amount
of Notes exceed 39.6667 shares of Common Stock, subject to adjustment in the same manner as the Conversion Rate pursuant to Section 14.04.


 


(e)              
Nothing in this Section 14.03 shall prevent an adjustment to the Conversion Rate pursuant to Section 14.04 in respect of a Make-Whole
Fundamental Change.


 


Section 14.04.  Adjustment of Conversion Rate. The
Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall
not make any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case of (x) a share split or share
combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as
a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to convert their Notes, as if
they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands)
of Notes held by such Holder.


 


(a)              
If the Company exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or if the Company
effects a share split or share combination in respect of the shares of Common Stock, the Conversion Rate shall be adjusted based on the
following formula:


 





 


		where,	



 


CR0 = the Conversion Rate in effect immediately
prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on
the Effective Date of such share split or share combination, as applicable;


 


CR’ = the Conversion Rate in effect immediately after
the open of business on such Ex-Dividend Date or Effective Date, as applicable;


 


OS0 = the number of shares of Common Stock outstanding
immediately prior to the open of business on such Ex-Dividend Date or Effective Date, as applicable, before giving effect to such dividend,
distribution, share split or share combination; and


 


OS’ = the number of shares of Common Stock outstanding
immediately after giving effect to such dividend, distribution, share split or share combination.


 


Any adjustment made under this Section 14.04(a) shall become effective immediately after the
open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the Effective
Date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.04(a)
is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors
determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution
had not been declared.


 



    56


     


    

(b)              
If the Company issues to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to
a stockholders rights plan) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance,
to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices
of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date
of announcement of such issuance, the Conversion Rate shall be increased based on the following formula:


 









 


		where,	



 


CR0 = the Conversion Rate in effect immediately
prior to the open of business on the Ex-Dividend Date for such issuance;


 


CR’ = the Conversion Rate in effect immediately after
the open of business on such Ex-Dividend Date;


 


OS0 = the number of shares of Common Stock outstanding
immediately prior to the open of business on such Ex-Dividend Date;


 


X = the total number of shares of Common Stock issuable pursuant
to such rights, options or warrants; and


 


Y = the number of shares of Common Stock equal to the aggregate
price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Common
Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement
of the issuance of such rights, options or warrants.


 


Any increase made under this Section 14.04(b) shall be made successively whenever any such rights,
options or warrants are issued and shall become effective immediately after the open of business on the Ex-Dividend Date for such issuance.
To the extent that shares of the Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion
Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights,
options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights,
options or warrants are not so issued, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such
Ex-Dividend Date for such issuance had not occurred.


 


For purposes of this Section 14.04(b) and for the purpose of Section 14.01(b)(ii)(A),
in determining whether any rights, options or warrants entitle the holders of the Common Stock to subscribe for or purchase shares of
the Common Stock at a price per share that is less than such average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive
Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance, and in
determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received
by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration,
if other than cash, to be determined by the Company.


 


(c)              
If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights,
options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding
dividends, distributions or issuances (including share splits) as to which an adjustment was effected pursuant to Section 14.04(a) or
Section 14.04(b), except as otherwise described in Section 14.11, rights issued pursuant to any stockholders rights plan of the Company
then in effect, dividends or distributions paid exclusively in cash as to which the provisions set forth in Section 14.04(d) shall apply,
dividends or distributions of Reference Property in exchange for or upon conversion of the Common Stock in a Share Exchange Event, and
Spin-Offs as to which the provisions set forth below in this Section 14.04(c) shall apply (any of such shares of Capital Stock, evidences
of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed
Property”), then the Conversion Rate shall be increased based on the following formula:


 


 






    57


     


    

 


 





 





where,


 


CR0 = the Conversion Rate in effect immediately
prior to the open of business on the Ex-Dividend Date for such distribution;


 


CR’ = the Conversion Rate in effect immediately after
the open of business on such Ex-Dividend Date;


 


SP0 = the average of the Last Reported Sale Prices
of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend
Date for such distribution; and


 


FMV = the fair market value (as determined by the Company)
of the Distributed Property with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution.


 


Any increase made under the portion of this Section 14.04(c) above shall become effective immediately
after the open of business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Conversion
Rate shall be decreased to the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding
the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in
lieu of the foregoing increase, each Holder of a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time
and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount and kind of Distributed Property such
Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend
Date for the distribution. If the Board of Directors determines the “FMV” (as defined above) of any distribution for purposes
of this Section 14.04(c) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the
prices in such market over the same period used in computing the Last Reported Sale Prices of the Common Stock over the 10 consecutive
Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution.


 


With respect to an adjustment pursuant to this Section 14.04(c) where there
has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, or similar
equity interest, of or relating to a Subsidiary or other business unit of the Company, that are, or, when issued, will be, listed or admitted
for trading on a U.S. national securities exchange (a “Spin-Off”), the Conversion Rate shall be increased based on
the following formula:


 





 





where,


 


CR0 = the Conversion Rate in effect immediately
prior to the end of the Valuation Period;


 


CR’ = the Conversion Rate in effect immediately after
the end of the Valuation Period;


 


FMV0 = the average of the Last Reported Sale Prices
of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock
(determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to Common
Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the
Ex-Dividend Date of the Spin-Off (the “Valuation Period”); provided, that if there is no Last Reported Sale Price of
the Capital Stock or similar equity interest distributed to holders of the Common Stock on such Ex-Dividend Date, the “Valuation
Period” shall be the first 10 consecutive Trading Day period after, and including, the first date such Last Reported Sale Price
is available; and


 


 






    58


     


    

 


MP0  = the average of the Last Reported Sale Prices
of the Common Stock over the Valuation Period.


 


The increase to the Conversion Rate under the preceding paragraph shall
occur at the close of business on the last Trading Day of the Valuation Period; provided that for any Trading Day that falls within
the relevant Observation Period for such conversion and within the Valuation Period, references to “10” in the preceding paragraph
shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for the
Spin-Off to, and including, such Trading Day in determining the Conversion Rate as of such Trading Day. If any dividend or distribution
that constitutes a Spin-Off is declared but not so paid or made, the Conversion Rate shall be immediately decreased, effective as of the
date the Board of Directors or a committee thereof determines not to pay or make such dividend or distribution, to the Conversion Rate
that would then be in effect if such dividend or distribution had not been declared or announced.


 


For purposes of this Section 14.04(c) (and subject in all respect to Section
14.11), rights, options or warrants distributed by the Company to all holders of the Common Stock entitling them to subscribe for or purchase
shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options
or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred
with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common
Stock, shall be deemed not to have been distributed for purposes of this Section 14.04(c) (and no adjustment to the Conversion Rate under
this Section 14.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants
shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under
this Section 14.04(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior
to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable
to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event
shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in
which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the
holders thereof. In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger
Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes
of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 14.04(c) was made, (1) in the case
of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such
final redemption or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and
(y) the Conversion Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the
case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders
of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants),
made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants
that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such
rights, options and warrants had not been issued.


 


 






    59


     


    

 


For purposes of Section 14.04(a), Section 14.04(b) and this Section 14.04(c),
if any dividend or distribution to which this Section 14.04(c) is applicable also includes one or both of:


 


(A)       a dividend or distribution
of shares of Common Stock to which Section 14.04(a) is applicable (the “Clause A Distribution”); or


 


(B)       a dividend or distribution
of rights, options or warrants to which Section 14.04(b) is applicable (the “Clause B Distribution”),


 


then, in either case, (1) such dividend or distribution, other than the Clause A Distribution
and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 14.04(c) is applicable (the “Clause
C Distribution”) and any Conversion Rate adjustment required by this Section 14.04(c) with respect to such Clause C Distribution
shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution
and any Conversion Rate adjustment required by Section 14.04(a) and Section 14.04(b) with respect thereto shall then be made, except that,
if determined by the Company (I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution shall be
deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution
or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the open of business on such Ex-Dividend Date
or Effective Date” within the meaning of Section 14.04(a) or “outstanding immediately prior to the open of business on such
Ex-Dividend Date” within the meaning of Section 14.04(b).


 


(d)              
If the Company pays or makes any cash dividend or distribution to all or substantially all holders of the Common Stock, the Conversion
Rate shall be adjusted based on the following formula:


 





 





where,


 


CR0 = the Conversion Rate in effect immediately
prior to the open of business on the Ex-Dividend Date for such dividend or distribution;


 


CR’ = the Conversion Rate in effect immediately after
the open of business on the Ex-Dividend Date for such dividend or distribution;


 


SP0 = the Last Reported Sale Price of the Common
Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and


 


C = the amount in cash per share the Company distributes to all
or substantially all holders of the Common Stock.


 


Any increase pursuant to this Section 14.04(d) shall become effective immediately after the
open of business on the Ex-Dividend Date for such dividend or distribution. If such dividend or distribution is not so paid, the Conversion
Rate shall be decreased, effective as of the date the Board of Directors or a committee thereof determines not to make or pay such dividend
or distribution, to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding
the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu
of the foregoing increase, each Holder of a Note shall receive, for each $1,000 principal amount of Notes, at the same time and upon the
same terms as holders of shares of the Common Stock, the amount of cash that such Holder would have received if such Holder owned a number
of shares of Common Stock equal to the Conversion Rate on the Ex-Dividend Date for such cash dividend or distribution.


 


(e)              
If the Company or any of its Subsidiaries makes a payment in respect of a tender or exchange offer for the Common Stock that is subject
to the then-applicable tender offer rules under the Exchange Act (other than an odd lot tender offer), to the extent that the cash and
value of any other consideration included in the payment per share of the Common Stock exceeds the average of the Last Reported Sale Prices
of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last
date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the Conversion Rate shall be increased based
on the following formula: 


 


 






    60


     


    




 








 


where,


 


CR0 = the Conversion Rate in effect immediately
prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date
such tender or exchange offer expires (the date such tender offer or exchange offer expires, the “Expiration Date”);


 


CR’ = the Conversion Rate in effect immediately after
the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date;


 


AC = the aggregate value of all cash and any other consideration
(as determined by the Company) paid or payable for shares of Common Stock purchased in such tender or exchange offer;


 


OS0 = the number of shares of Common Stock outstanding
immediately prior to the Expiration Date (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or
exchange in such tender or exchange offer);


 


OS’ = the number of shares of Common Stock outstanding
immediately after the Expiration Date (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange
in such tender or exchange offer); and


 


SP’ = the average of the Last Reported Sale Prices of
the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Expiration
Date.


 


The increase to the Conversion Rate under this Section 14.04(e) shall occur
at the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender
or exchange offer expires; provided that for any Trading Day that falls within the relevant Observation Period for such conversion
and within the 10 Trading Days immediately following, and including, the Trading Day next succeeding the Expiration Date of any tender
or exchange offer, references to “10” or “10th” in the preceding paragraph shall be deemed replaced with such
lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the Expiration Date of such tender
or exchange offer to, and including, such Trading Day in determining the Conversion Rate as of such Trading Day.


 


In the event that the Company or one of its Subsidiaries is obligated to
purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company is, or such Subsidiary is, permanently
prevented by applicable law from consummating any such purchases, or all such purchases are rescinded, then the Conversion Rate shall
be decreased to be the Conversion Rate that would then be in effect if such tender offer or exchange offer had not been made or had been
made only in respect of the purchases that have been consummated.


 


(f)               
[Reserved].


 


(g)              
Except as stated herein, the Company shall not adjust the Conversion Rate for the issuance of shares of the Common Stock or any securities
convertible into or exchangeable for shares of the Common Stock or the right to purchase shares of the Common Stock or such convertible
or exchangeable securities.


 


 






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(h)              
In addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this Section 14.04, and to the extent permitted by
applicable law and subject to the applicable rules of The New York Stock Exchange, the Company from time to time may increase the Conversion
Rate by any amount for a period of at least 20 Business Days if the Board of Directors or a committee thereof determines that such increase
would be in the Company’s best interest. In addition, to the extent permitted by applicable law and subject to the applicable rules
of The New York Stock Exchange, the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income
tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares of Common Stock
(or rights to acquire shares of Common Stock) or similar event. Whenever the Conversion Rate is increased pursuant to either of the preceding
two sentences, the Company shall deliver to the Holder of each Note, the Trustee and the Conversion Agent a notice of the increase at
least 15 days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate
and the period during which it will be in effect.


 


(i)                
Except as stated in this Indenture, the Company shall not adjust the Conversion Rate for the issuance of shares of Common Stock or any
securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of Common Stock or such convertible
or exchangeable securities. For illustrative purposes only and without limiting the generality of the preceding sentence, the Conversion
Rate shall not be adjusted:


 


(i)                
Upon the issuance of any shares of Common Stock at a price below the Conversion Price or otherwise, other than any such issuance
described in Section 14.04(a), (b), or (c) above;


 


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


 


(iii)           
upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future
employee, director or consultant or incentive benefit plan (including pursuant to any evergreen plan) or program of or assumed by the
Company or any of the Company’s Subsidiaries or in connection with any such shares withheld by the Company for tax withholding purposes;


 


(iv)            
upon the issuance of any shares of the Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible
security not described in clause (iii) of this subsection and outstanding as of the date the Notes were first issued;


 


(v)              
for a tender offer by any party other than a tender offer by the Company or one or more of the Company’s Subsidiaries as
described in Section 14.04(e);


 


(vi)            
upon the repurchase of any shares of Common Stock pursuant to an open market share repurchase program or other buy-back transaction,
(including, without limitation, through any structured or derivative transactions such as accelerated share repurchase transactions or
similar forward derivatives), that is not a tender offer or exchange offer of the nature described in Section 14.04(e);


 


(vii)         
solely for a change in the par value (or lack of par value) of the Common Stock; or


 


(viii)       
for accrued and unpaid Special Interest, if any.


 


 






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(j)                
The Company will not be required to adjust the applicable Conversion Rate pursuant to clauses (a), (b), (c), (d) or (e) of this Section
14.04 unless the adjustment would result in a change of at least 1% in the then effective Conversion Rate. However, the Company will defer
and carry forward any adjustment to such Conversion Rate that the Company would otherwise have to make and take that adjustment into account
in any subsequent adjustment. Notwithstanding the foregoing, all such carried-forward adjustments shall be made with respect to the Notes:
(i) when all such deferred adjustments would result in an aggregate change of at least 1% to the Conversion Rate; (ii) on each Trading
Day of the applicable Observation Period for any Note; (iii) on the date a Fundamental Change or Make-Whole Fundamental Change occurs;
(iv) on any date on which the Company delivers a Redemption Notice; and (v) for any adjustments that have not been made prior to August
15, 2026, on August 15, 2026. All calculations and other determinations under this Article 14 shall be made by the Company and shall be
made to the nearest one-ten thousandth (1/10,000th) of a share.


 


(k)              
Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and the Conversion Agent
if not the Trustee) an Officer’s Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement
of the facts requiring such adjustment. Neither the Trustee nor the Conversion Agent shall have any responsibility to verify the accuracy
of any adjustment to the Conversion Rate. Unless and until a Responsible Officer of the Trustee shall have received such Officer’s
Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume without inquiry
that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall
prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment
becomes effective and shall deliver such notice of such adjustment of the Conversion Rate to each Holder. Failure to deliver such notice
shall not affect the legality or validity of any such adjustment.


 


(l)                
For purposes of this Section 14.04, the number of shares of Common Stock at any time outstanding shall not include shares of Common Stock
held in the treasury of the Company so long as the Company does not pay any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company, but shall include shares of Common Stock issuable in respect of scrip certificates issued in lieu
of fractions of shares of Common Stock.


 


Section 14.05.  Adjustments of Prices. Whenever
any provision of this Indenture requires the Company to calculate the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion
Values or the Daily Settlement Amounts over a span of multiple days (including an Observation Period and the period for determining the
Stock Price for purposes of a Make-Whole Fundamental Change or Optional Redemption), the Company shall make appropriate adjustments (without
duplication in respect of any adjustment made pursuant to Section 14.04) to each to account for any adjustment to the Conversion Rate
that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date or Expiration
Date, as the case may be, of the event occurs, at any time during the period when the Last Reported Sale Prices, the Daily VWAPs, the
Daily Conversion Values or the Daily Settlement Amounts are to be calculated.


 


Section 14.06.  Shares to Be Fully Paid. The Company
shall reserve, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of
Common Stock to provide for conversion of the Notes from time to time as such Notes are presented for conversion (assuming delivery of
the maximum number of Additional Shares pursuant to Section 14.03 and that at the time of computation of such number of shares, all such
Notes would be converted by a single Holder and delivery of the maximum number of Additional Shares pursuant to Section 14.03).


 



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


 


(a)              
In the case of:


 



    63


     


    

(i)                
any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision
or combination),


 


(ii)             
any consolidation, merger or combination involving the Company,


 


(iii)           
any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and the
Company’s Subsidiaries, taken as a whole, or


 


(iv)            
any statutory share exchange,


 


in each case, as a result of which the Common Stock would be converted into, or exchanged for,
stock, other securities, other property or assets (including cash or any combination thereof (any such event, a “Share Exchange
Event”), then at and after the effective time of such Share Exchange Event, the right to convert each $1,000 principal amount
of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities
or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the
Conversion Rate immediately prior to such Share Exchange Event would have owned or been entitled to receive (the “Reference Property,”
with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share
of Common Stock is entitled to receive) upon such Share Exchange Event and, prior to or at the effective time of such Share Exchange Event,
the Company or the successor or acquiring Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted
under Section 10.01(g) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however,
that at and after the effective time of the Share Exchange Event the Conversion Obligation shall be calculated and settled in accordance
with Section 14.02 such that (A) the amount otherwise payable in cash upon conversion of the Notes as set forth under Section 14.02 shall
continue to be payable in cash, (B) the Company shall continue to have the right to elect to determine the form of consideration to be
paid or delivered, as the case may be, in respect of the remainder, if any, of the Conversion Obligation in excess of the principal amount
of the Notes being converted as set forth under Section 14.02, (C) the number of shares of Common Stock, if any, otherwise deliverable
upon conversion of the Notes in accordance with Section 14.02 shall instead be deliverable in the amount and type of Reference Property
that a holder of that number of shares of Common Stock would have been entitled to receive in such Share Exchange Event and (D) the Daily
VWAP shall be calculated based on the value of a unit of Reference Property.


 


If the Share Exchange Event causes the Common Stock to be converted into,
or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder
election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the
types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes
of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common
Stock. If the holders of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which the relevant
Conversion Date occurs after the effective date of such Share Exchange Event (A) the consideration due upon conversion of each $1,000
principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased
by any Additional Shares pursuant to Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange
Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business
Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other
than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made.


 


 






    64


     


    

 


If the Reference Property in respect of any Share Exchange Event includes,
in whole or in part, shares of common equity or equity-linked securities, such supplemental indenture described in the second immediately
preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is possible to the adjustments
provided for in this Article 14 with respect to the portion of the Reference Property consisting of such common equity or equity-linked
securities. If, in the case of any Share Exchange Event, the Reference Property includes shares of stock, securities or other property
or assets (other than cash and/or cash equivalents) of a Person other than the successor or purchasing corporation, as the case may be,
in such Share Exchange Event, then such supplemental indenture shall also be executed by such other Person, if such other Person is an
affiliate of the Company or the successor or acquiring company, and shall contain such additional provisions to protect the interests
of the Holders of the Notes as the Board of Directors (or an authorized committee thereof) shall reasonably consider necessary by reason
of the foregoing, including the provisions providing for the purchase rights set forth in Article 15.


 


(b)              
When the Company executes a supplemental indenture pursuant to subsection (a) of this Section 14.07, the Company shall promptly file with
the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or
asset that will comprise a unit of Reference Property after any such Share Exchange Event, any adjustment to be made with respect thereto
and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders.
The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution
thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.


 


(c)              
None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash or a combination of cash and
shares of Common Stock as set forth in Section 14.01 and Section 14.02 prior to the effective date of such Share Exchange Event.


 


(d)              
The above provisions of this Section shall similarly apply to successive Share Exchange Events.


 


Section 14.08.  Certain Covenants. Subject to
Sections 14.02(d) and 14.02(e), the Company covenants that all shares of Common Stock issued upon conversion of Notes will be fully paid
and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.


 


(a)              
The Company covenants that, if any shares of Common Stock to be provided for the purpose of conversion of Notes hereunder require registration
with or approval of any governmental authority under any federal or state law before such shares of Common Stock may be validly issued
upon conversion, the Company will, to the extent then permitted by the rules and interpretations of the Commission, secure such registration
or approval, as the case may be.


 


(b)              
The Company further covenants that if at any time the Common Stock shall be listed on any national securities exchange or automated quotation
system the Company will list and use its commercially reasonable efforts to keep listed, so long as the Common Stock shall be so listed
on such exchange or automated quotation system, any Common Stock issuable upon conversion of the Notes.


 



Section 14.09.  Responsibility of Trustee. The
Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion
Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion
Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed,
or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall
not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities,
property or cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other Conversion
Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure
of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash
upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the
Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall
be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant
to Section 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders
upon the conversion of their Notes after any event referred to in such Section 14.07 or to any adjustment to be made with respect thereto,
but, subject to the provisions of Section 7.01, may accept (without any independent investigation) as conclusive evidence of the correctness
of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the Company shall be obligated
to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the
Conversion Agent shall be responsible for determining whether any event contemplated by Section 14.01(b) has occurred that makes the Notes
eligible for conversion or no longer eligible therefor. The Trustee and the Conversion Agent may conclusively rely upon any notice with
respect to the commencement or termination of such conversion rights, and the Company agrees to deliver such notices to the Trustee and
the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 14.01(b).
Neither the Trustee nor the Conversion Agent shall have any obligation to make any calculation or to determine whether the Notes may be
surrendered for conversion pursuant to this Indenture, or to notify the Company or the Depositary or any of the Holders if the Notes have
become convertible pursuant to the terms of this Indenture.


 



    65


     


    
Section 14.10.  Notice to Holders Prior to Certain Actions.
In case of any:


 


(a)              
action by the Company or one of its Subsidiaries that would require an adjustment in the Conversion Rate pursuant to Section 14.04 or
Section 14.11;


 


(b)              
Share Exchange Event; or


 


(c)              
voluntary or involuntary dissolution, liquidation or winding-up of the Company;


 


then, in each case (unless notice of such event is otherwise required pursuant to another provision
of this Indenture) and to the extent applicable, the Company shall cause to be filed with the Trustee and the Conversion Agent (if other
than the Trustee) and to be delivered to each Holder, a notice stating the date on which a record is to be taken for the purpose of such
action by the Company or one of its Subsidiaries or, if a record is not to be taken, the date as of which the holders of Common Stock
of record are to be determined for the purposes of such action by the Company or one of its Subsidiaries no later than the earlier of
the date notice of such date is required to be provided under Rule 10b-17 of the Exchange Act, other applicable Commission rule or applicable
rules of the principal U.S. national or regional securities exchange on which the Common Stock is then listed or admitted for trading
and such date is publicly announced by the Company. Failure to give such notice, or any defect therein, shall not affect the legality
or validity of such action by the Company or one of its Subsidiaries, Share Exchange Event, dissolution, liquidation or winding-up.


 


Section 14.11.  Stockholder Rights Plans. If the
Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion
shall be entitled to receive the appropriate number of rights, if any, under such stockholder rights plan and the certificates representing
the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such
stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have
separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion
Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock
Distributed Property as provided in the first paragraph of Section 14.04(c), subject to readjustment in the event of the expiration, termination
or redemption of such rights.


 



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Section 14.12.  Exchange in Lieu of Conversion. When
a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause such
Notes to be delivered on or prior to the first Trading Day following the Conversion Date to one or more financial institutions designated
by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution
must agree to timely deliver, in exchange for such Notes, cash and shares of Common Stock, if any, that would otherwise be due upon conversion
as described in Section 14.02 (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company
shall, by the close of business on the first Trading Day following the relevant Conversion Date, notify the Trustee, the Conversion Agent
and the Holder surrendering its Notes for conversion that it has made the Exchange Election, and the Company shall notify the designated
financial institution(s) of the relevant deadline for delivery of the Conversion Consideration. The Company, the Holder surrendering its
Notes for conversion, and the Conversion Agent shall cooperate to cause such Notes to be delivered to the financial institution, and the
Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting such Exchange
Election and shall have no liability in respect of such Exchange Election outside its control.


 


Any Notes exchanged by the designated financial institution(s), subject
to Applicable Procedures, shall remain outstanding, notwithstanding the surrender thereof by the Holder of such Notes. If the designated
financial institution(s) agree(s) to accept any Notes for exchange but does not timely deliver the related Conversion Consideration, or
if such designated financial institution does not accept the Notes for exchange, the Company shall notify the Trustee, the Conversion
Agent and the Holder surrendering its Notes for conversion, and deliver the relevant Conversion Consideration as if the Company had not
made an Exchange Election.


 


The Company’s designation of any financial institution to which the
Notes may be submitted for exchange does not require such financial institution to accept any Notes (unless the financial institution
has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with
any designated financial institution that would compensate it for any such transaction. The Company will comply and will cause the designated
financial institution(s) to comply with the Applicable Procedures.


 


ARTICLE
15

REPURCHASE OF NOTES AT OPTION OF HOLDERS


 


Section 15.01.  [Intentionally
Omitted],


 


Section 15.02.  Repurchase at Option of Holders Upon a Fundamental
Change. (a) If a Fundamental Change occurs at any time, each Holder shall have the right,
at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal
amount thereof that is equal to $1,000 or an integral multiple of $1,000, on the date (the “Fundamental Change Repurchase Date”)
specified by the Company that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change
Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid Special Interest, if
any, thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”),
unless the Fundamental Change Repurchase Date falls after a Special Interest Record Date but on or prior to the Special Interest Payment
Date to which such Special Interest Record Date relates, in which case the Company shall instead pay the full amount of any accrued and
unpaid Special Interest (to, but excluding, such Special Interest Payment Date) to Holders of record as of the close of business on such
Special Interest Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be
repurchased pursuant to this Article 15. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow the
Company to comply with applicable law.


 



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(b)              
Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon:


 


(i)                
delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”)
in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance
with the Applicable Procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the
close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and


 


(ii)             
delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change
Repurchase Notice (together with all necessary endorsements for transfer) at the office of the Paying Agent, or book-entry transfer of
the Notes, if the Notes are Global Notes, in compliance with the Applicable Procedures, in each case such delivery being a condition to
receipt by the Holder of the Fundamental Change Repurchase Price therefor.


 


The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased
shall state:


 


(i)                
in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;


 


(ii)             
the portion of the principal amount of Notes to be repurchased, which must be in minimum denominations of $1,000 or an integral
multiple thereof; and (iii)that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes
and this Indenture;


 


provided, however, that if the Notes are Global Notes, the Fundamental Change
Repurchase Notice must comply with the Applicable Procedures.


 


Notwithstanding anything herein to the contrary, any Holder delivering to
the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole
or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding
the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03
or in accordance with Applicable Procedures.


 


The Paying Agent shall promptly notify the Company of the receipt by it
of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof.


 


(c)              
On or before the 20th Business Day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to all
Holders of Notes, the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (in the case of a Paying Agent other
than the Trustee) a written notice (the “Fundamental Change Company Notice”) of the
occurrence of the effective date of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result
thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be
delivered in accordance with the Applicable Procedures of the Depositary. Each Fundamental Change Company Notice shall specify:


 



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(i)                
the events causing the Fundamental Change;


 


(ii)             
the effective date of the Fundamental Change;


 


(iii)           
the last date on which a Holder may exercise the repurchase right pursuant to this Article 15;


 


(iv)            
the Fundamental Change Repurchase Price;


 


(v)              
the Fundamental Change Repurchase Date;


 


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


 


(vii)         
if applicable, the Conversion Rate and any adjustments to the Conversion Rate;


 


(viii)       
that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only
if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; and


 


(ix)            
the procedures that Holders must follow to require the Company to repurchase their Notes.


 


No failure of the Company to give the foregoing notices and no defect therein
shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to
this Section 15.02.


 


At the Company’s request, given at least five days prior to the date
the Fundamental Change Company Notice is to be sent to the Holders (or such shorter period as agreed by the Paying Agent) the Paying Agent
shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases,
the text of such Fundamental Change Company Notice shall be prepared by the Company.


 


(d)              
Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders in connection with
a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior
to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase
Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by
it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment
of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance
with the Applicable Procedures shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the
Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.


 


(e)              
Notwithstanding anything to the contrary in this Indenture, the Company shall not be required to repurchase, or to make an offer to repurchase,
the Notes upon a Fundamental Change if a third party makes such an offer in the same manner, at the same time and otherwise in compliance
with the requirements for an offer made by the Company as set forth in this Article 15, and such third party purchases all Notes properly
surrendered and not validly withdrawn under its offer in the same manner, at the same time and otherwise in compliance with the requirements
for an offer made by the Company as set forth in this Article 15.


 



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(f)               
For purposes of this Article 15, the Paying Agent may be any agent, depositary, tender agent, paying agent or other agent (including the
Trustee) appointed by the Company to accomplish the purposes set forth herein.


 


Section 15.03.  Withdrawal of Fundamental Change Repurchase Notice.
A Fundamental Change Repurchase Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal received
by the Paying Agent at the office of the Paying Agent in accordance with this Section 15.03 at any time prior to the close of business
on the Business Day immediately preceding the Fundamental Change Repurchase Date, specifying:


 


(i)                
the principal amount of the Notes with respect to which such notice of withdrawal is being submitted, which must be in minimum
denominations of $1,000 or an integral multiple thereof,


 


(ii)             
if Physical Notes have been issued, the certificate number of the Note in respect of which such notice of withdrawal is being submitted,
and


 


(iii)           
the principal amount, if any, of such Note that remains subject to the original Fundamental Change Repurchase Notice, which portion
must be in principal amounts of $1,000 or an integral multiple of $1,000;


 


provided, however, that if the Notes are Global Notes, the notice must comply
with Applicable Procedures of the Depositary.


 


Section 15.04.  Deposit of Fundamental Change Repurchase Price.
The Company will deposit with the Paying Agent, or if the Company is acting as its own Paying Agent, set aside, segregate and hold
in trust as provided in Section 4.04 on or prior to 11:00 a.m., New York City time (or such later time to which the Trustee may agree),
on the Fundamental Change Repurchase Date (subject to extension in order to allow the Company to comply with applicable law) an amount
of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price. Subject to
receipt of funds and/or Notes by the Paying Agent, payment for Notes surrendered for repurchase (and not withdrawn prior to the close
of business on the Business Day immediately preceding the Fundamental Change Repurchase Date) will be made on the later of (i) the Fundamental
Change Repurchase Date (provided the Holder has satisfied the conditions in Section 15.02) and (ii) the time of book-entry transfer
or the delivery of such Note to the Paying Agent by the Holder thereof in the manner required by Section 15.02 by mailing checks for the
amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however,
that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its
nominee. The Paying Agent shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in
excess of the Fundamental Change Repurchase Price.


 


(a)              
If by 11:00 a.m. New York City time (or such later time to which the Trustee may agree), on the Fundamental Change Repurchase Date, the
Paying Agent holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental
Change Repurchase Date, or, if extended in order to allow the Company to comply with applicable law, such later date, then, with respect
to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn, such Notes will cease to be outstanding,
Special Interest, if and to the extent that any such accrued and unpaid Special Interest exists as of such date, will cease to accrue
on such Notes on the Fundamental Change Repurchase Date or, if extended in order to allow the Company to comply with applicable law, such
later date (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Paying Agent) and all
other rights of the Holders of such Notes with respect to the Notes will terminate on the Fundamental Change Repurchase Date or, if extended
in order to allow the Company to comply with applicable law, such later date (other than (x) the right to receive the Fundamental Change
Repurchase Price and (y) if the Fundamental Change Repurchase Date falls after a Special Interest Record Date but on or prior to the related
Special Interest Payment Date, the right of the Holder of record on such Special Interest Record Date to receive the full amount of any
accrued and unpaid Special Interest to, but excluding, such Special Interest Payment Date).


 



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(b)              
Upon surrender of a Physical Note that is to be repurchased in part pursuant to Section 15.02, the Company shall execute and the Trustee
shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased portion
of the Note surrendered.


 


Section 15.05.  Covenant to Comply -with Applicable Laws Upon
Repurchase of Notes. In connection with any repurchase offer, the Company will, if required:


 


(a)              
comply with the tender offer rules under the Exchange Act that may then be applicable;


 


(b)              
file a Schedule TO or any other required schedule under the Exchange Act; and


 


(c)              
otherwise comply in all material respects with all federal and state securities laws in connection with any offer by the Company to repurchase
the Notes;


 


in each case, so as to permit the rights and obligations under this Article 15 to be exercised
in the time and in the manner specified in this Article 15 subject to postponement in order to allow the Company to comply with applicable
law. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to
the Company’s obligations to purchase the Notes upon a Fundamental Change, the Company will comply with the applicable securities
laws and regulations and will not be deemed to have breached its obligations under such provisions of this Indenture by virtue of such
conflict.


 


ARTICLE
16

OPTIONAL REDEMPTION


 


Section 16.01.  Optional Redemption. No sinking
fund is provided for the Notes. The Notes shall not be redeemable by the Company prior to November 20, 2024. On or after November 20,
2024 and prior to the 41st Scheduled Trading Day immediately preceding the Maturity Date, the Company may redeem, at its option,
(an “Optional Redemption”) for cash all or any portion of the Notes (subject to the Partial Redemption Limitation in
Section 16.02(d)), at the Redemption Price, if the Last Reported Sale Price of the Common Stock has been at least 130% of the Conversion
Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (including
the last Trading Day of such period) ending on, and including, the Trading Day immediately preceding the date on which the Company provides
the Redemption Notice (a “Redemption Notice Date”) in accordance with Section 16.02.


 


Section 16.02.  Notice of Optional Redemption; Selection of
Notes.


 


(a)              
In case the Company exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section
16.01, it shall fix a date for redemption (each, a “Redemption Date”) and it or,
at its written request together with the Redemption Notice to be given, an Officer’s Certificate and an Opinion of Counsel received
by the Trustee not less than five Scheduled Trading Days prior to the Redemption Notice Date (or such shorter period of time as may be
acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice
of such Optional Redemption (a “Redemption Notice”) not less than 45 nor more than
65 Scheduled Trading Days prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole or in part; provided, however,
that, if the Company shall give such notice, it shall also give written notice of the Redemption Date to the Trustee, the Conversion Agent
(if other than the Trustee) and the Paying Agent (if other than the Trustee). The Redemption Date must be a Business Day. 


 



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(b)              
The Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or
not the Holder receives such notice. In any case, failure to give such Redemption Notice or any defect in the Redemption Notice to the
Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption
of any other Note.


 


(c)              
Each Redemption Notice shall specify:


 


(i)                
the Redemption Date;


 


(ii)             
the Redemption Price;


 


(iii)           
that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that Special Interest
thereon, if any, shall cease to accrue on and after the Redemption Date;


 


(iv)            
the place or places where such Notes are to be surrendered for payment of the Redemption Price;


 


(v)              
that Holders may surrender their Notes for conversion at any time prior to the close of business on the second Scheduled Trading
Day immediately preceding the Redemption Date (unless the Company fails to pay the Redemption Price, in which case a Holder of Notes subject
to such Optional Redemption may convert such Notes until the close of business on the Scheduled Trading Day immediately preceding the
date on which the Redemption Price has been paid or duly provided for);


 


(vi)            
the procedures a converting Holder must follow to convert its Notes and the Settlement Method;


 


(vii)         
the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section
14.03;


 


(viii)       
the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and


 


(ix)            
in case any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and on and after the
Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued,
which principal amount must be $1,000 or a multiple thereof.


 


A Redemption Notice shall be irrevocable.


 


(d)              
If the Company elects to redeem fewer than all of the outstanding Notes, at least $100.0 million aggregate principal amount of Notes must
be outstanding and not subject to redemption as of the relevant Redemption Notice Date (such requirement, the “Partial Redemption
Limitation”). If fewer than all of the outstanding Notes are to be redeemed, the Notes to be redeemed
will be selected according to the Applicable Procedures, in the case of Notes represented by a Global Note, or, in the case of Notes represented
by Physical Notes, on a pro rata or by lot basis or by another method consistent with the Trustee’s customary procedures. In the
event of any redemption in part, the Company shall not be required to register the transfer of or exchange any Note so selected for redemption,
in whole or in part, except the unredeemed portion of any such Note being redeemed in part. If any Note selected for partial redemption
is submitted for conversion in part after such selection, the portion of the Note submitted for conversion shall be deemed (so far as
may be possible) to be from the portion selected for redemption, subject to the Applicable Procedures.


 



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Section 16.03.  Payment of Notes Called for Redemption.
(a) If any Redemption Notice has been given in respect of the Notes in accordance with Section
16.02, the Notes shall become due and payable on the Redemption Date at the place or places stated in the Redemption Notice and at the
applicable Redemption Price. On presentation and surrender of the Notes at the place or places stated in the Redemption Notice, the Notes
shall be paid and redeemed by the Company at the applicable Redemption Price.


 


(b)              
Prior to 11:00 a.m. New York City time on the Redemption Date (or such later time to which the Trustee may agree), the Company shall deposit
with the Paying Agent or, if the Company or a Subsidiary of the Company is acting as the Paying Agent, shall segregate and hold in trust
as provided in Section 7.05 an amount of cash (in immediately available funds if deposited on the Redemption Date), sufficient to pay
the Redemption Price of all of the Notes to be redeemed on such Redemption Date. Subject to receipt of funds by the Paying Agent, payment
for the Notes to be redeemed shall be made on the Redemption Date for such Notes. The Paying Agent shall, promptly after such payment
and upon written demand by the Company, return to the Company any funds in excess of the Redemption Price.


 


Section 16.04.  Restrictions on Redemption. The
Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the terms of
this Indenture, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration
resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes).


 


ARTICLE
17

MISCELLANEOUS PROVISIONS


 


Section 17.01.  Provisions Binding on Company’s Successors.
All the covenants, stipulations, promises and agreements of the Company contained in this Indenture shall bind its successors and
assigns whether so expressed or not.


 


Section 17.02.  Official Acts by Successor Corporation.
Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or
Officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation
or other entity that shall at the time be the lawful sole successor of the Company.


 


Section 17.03.  Addresses for Notices, Etc. Any
notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders
on the Company shall be deemed to have been sufficiently given or made, for all purposes if given or served by being deposited postage
prepaid by registered or certified mail in a post office letter box addressed (until another address is filed by the Company with the
Trustee) to 3D Systems Corporation, 333 Three D Systems Circle Rock Hill, South Carolina 29730, Attention: Chief Legal Officer. Any notice,
direction, request or demand hereunder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes,
if given or served by overnight delivery with a reputable national overnight delivery service, being deposited postage prepaid by registered
or certified mail in a post office letter box addressed to the Corporate Trust Office or sent electronically in PDF format, whether sent
by mail or electronically, upon actual receipt by the Trustee.


 



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The Trustee, by notice to the Company, may designate additional or different
addresses for subsequent notices or communications.


 


Any notice or communication delivered or to be delivered to a Holder of
Physical Notes shall be mailed to it by first class mail, postage prepaid, at its address as it appears on the Note Register and shall
be sufficiently given to it if so mailed within the time prescribed. Any notice or communication delivered or to be delivered to a Holder
of Global Notes shall be delivered in accordance with the Applicable Procedures of the Depositary and shall be sufficiently given to it
if so delivered within the time prescribed.


 


Failure to mail or deliver a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed or delivered, as the
case may be, in the manner provided above, it is duly given, whether or not the addressee receives it.


 


In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice to Holders by mail, then such notification as shall be made with the
approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


 


Section 17.04.  Governing Law; Jurisdiction. THIS
INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF).


 


The Company irrevocably consents and agrees, for the benefit of the Holders
from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities
or any other matter arising out of or in connection with this Indenture or the Notes may be brought in the courts of the State of New
York or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become
due in respect of the Notes have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court
in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties,
assets and revenues.


 


The Company irrevocably and unconditionally waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings
arising out of or in connection with this Indenture brought in the courts of the State of New York or the courts of the United States
located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not
to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient
forum.


 


Section 17.05.  Evidence of Compliance with Conditions Precedent;
Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any
action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion
of Counsel, in form reasonably satisfactory to the Trustee, stating that in the judgment of the applicable signor, all conditions precedent
including any covenants, compliance with such which constitutes a condition precedent to such action have been complied with.


 



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Each Officer’s Certificate and Opinion of Counsel provided for, by
or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than
the Officer’s Certificates provided for in Section 4.08) shall include a statement that the person signing such certificate is familiar
with the requested action and this Indenture; a brief statement as to the nature and scope of the examination or investigation upon which
the statement contained in such certificate is based; a statement that, in the judgment of such person, he or she has made such examination
or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by
this Indenture; and a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and that
all conditions precedent to such action have been complied with.


 


Section 17.06.  Legal Holidays. In any case where
any Special Interest Payment Date, any Redemption Date, any Fundamental Change Repurchase Date, or the Maturity Date is not a Business
Day, then any action to be taken on such date need not be taken on such date, but may be taken on the next succeeding Business Day with
the same force and effect as if taken on such date, and no Special Interest, if any and to the extent any Special Interest is otherwise
payable on such date, shall accrue in respect of the delay. For purposes of the foregoing sentence, a day on which the applicable place
of payment is authorized or required by law or executive order to close or be closed will be deemed not to be a Business Day.


 


Section 17.07.  No Security Interest Created. Nothing
in this Indenture or in the Notes, expressed or implied, shall be construed to constitute a security interest under the Uniform Commercial
Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction.


 


Section 17.08.  Benefits of Indenture. Nothing
in this Indenture or in the Notes, expressed or implied, shall give to any Person, other than the Holders, the parties hereto, any Paying
Agent, any Conversion Agent, any Bid Solicitation Agent, any Custodian, any authenticating agent, any Note Registrar and their successors
hereunder, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 17.09.  Table of Contents, Headings, Etc.
The table of contents and the titles and headings of the articles and sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.


 


Section 17.10.  Authenticating Agent. The Trustee
may appoint an authenticating agent that shall be authorized to act on its behalf and subject to its direction in the authentication and
delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Section
2.04, Section 2.05, Section 2.06, Section 2.07, Section 10.04 and Section 15.04 as fully to all intents and purposes as though the authenticating
agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture,
the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by
the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to
satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall
at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.08.


 


Any corporation or other entity into which any authenticating agent may
be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation
or conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust
business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other
entity is otherwise eligible under this Section 17.10, without the execution or filing of any paper or any further act on the part of
the parties hereto or the authenticating agent or such successor corporation or other entity.


 


Any authenticating agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving
written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such
a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee may appoint
a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall deliver
notice of such appointment to all Holders.


 



    75


     


    




The Company agrees to pay to the authenticating agent from time to time
reasonable compensation for its services although the Company may terminate the authenticating agent, if it determines such agent’s
fees to be unreasonable.


 


The provisions of Section 7.02, Section 7.03, Section 7.04, Section 8.03
and this Section 17.10 shall be applicable to any authenticating agent.


 


If an authenticating agent is appointed pursuant to this Section 17.10,
the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication
in the following form:


 


___________________________________,

as Authenticating Agent, certifies that this is one of the Notes described

in the within-named Indenture.


 


	By:	 	 




Authorized Signatory


 


Section 17.11.  Execution in Counterparts. This
Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute
but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile, electronic 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.


 


Section 17.12.  Severability. In the event any
provision of this Indenture or in the Notes shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity,
legality or enforceability of the remaining provisions shall not in any way be affected or impaired.


 


Section 17.13.  Waiver of Jury Trial. EACH OF
THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 17.14.  Force Majeure. In no event shall
the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused
by, directly or indirectly, forces beyond its control, including, without limitation,, any act or provision of any present or future law
or regulation or governmental authority, strikes, work stoppages, labor disputes, disease, epidemic or pandemic, quarantine, national
emergency, 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; malware or ransomware, communication systems
failure or unavailability of the Federal Reserve Bank wire or telex system or other wire or other funds transfer systems, or unavailability
of any securities clearing system it being understood that the Trustee shall use reasonable efforts that are consistent with accepted
practices in the banking industry to resume performance as soon as practicable under the circumstances.


 



    76


     


    




Section 17.15.  Calculations. The Company shall
be responsible for making all calculations called for under the Notes. These calculations include, but are not limited to, determinations
of the Redemption Price, Stock Price, Trading Price of the Notes (for purposes of determining whether the Notes are convertible as described
herein), the Last Reported Sale Prices of the Common Stock, the Trading Price, the Daily VWAPs, the Daily Conversion Values, the Daily
Settlement Amounts, accrued Special Interest payable on the Notes, the Redemption Price, and the Conversion Rate of the Notes, including
adjustments to the Conversion Price and the Conversion Rate. The Company shall make all these calculations in good faith and, absent manifest
error, the Company’s calculations shall be final and binding on Holders of Notes. The Company shall provide a schedule of its calculations
to each of the Trustee and the Conversion Agent, and each of the Trustee and Conversion Agent is entitled to rely conclusively upon the
accuracy of the Company’s calculations without independent verification. The Company will forward the Company’s calculations
to any Holder of Notes upon the written request of that Holder at the sole cost and expense of the Company. Neither the Trustee nor the
Conversion Agent shall have any responsibility or liability with respect to performing calculations under the Notes.


 


In no event shall the Trustee or Conversion Agent be responsible for making
any calculations under this Indenture or for determining amounts to be paid or for monitoring any stock price. For the avoidance of doubt,
the Trustee and the Conversion Agent shall rely conclusively on the calculations and information provided to them by the Company as to
Daily VWAP, Trading Price, Daily Conversion Value, Daily Settlement Amount and Last Reported Sale Price. Nor shall the Trustee or the
Conversion Agent be charged with knowledge of or have any duties to monitor any Measurement Period or Observation Period or determine
whether the Notes are convertible or to notify the Company, the Holders or DTC if the Notes have become convertible or whether any adjustments
to the Conversion Rate are required.


 


Section 17.16.  USA PATRIOT Act. The parties hereto
acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help
fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person
or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will
provide the Trustee with such information as it may reasonably request in order for the Trustee to satisfy the requirements of the USA
PATRIOT Act.


 


Section 17.17.  Tax Withholding. The Company or
the Trustee, as the case may be, shall be entitled to make a deduction or withholding from any payment which it makes under this Indenture
for or on account of any present or future taxes, duties or charges if and to the extent so required by any applicable law and any current
or future regulations or agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach
thereto or by virtue of the relevant Holder failing to satisfy any certification or other requirements in respect of the Notes, in which
event the Company or the Trustee, as the case may be, shall make such payment after such withholding or deduction has been made and shall
account to the relevant authorities for the amount so withheld or deducted and shall have no obligation to gross up any payment hereunder
or pay any additional amount as a result of such withholding tax. In order to assist the Trustee with its compliance with Section 1471
through 1474 of the U. S. Internal Revenue Code and the rules and regulations thereunder (as in effect from time to time, collectively,
the “Applicable Law”), the Company agrees to provide the Trustee, upon request, information regarding the transaction which
the Company has in its possession to allow the Trustee to determine whether it has tax related obligations under Applicable Law.


 






    77


     


    

 


Section 17.18.  Electronic Communications.
The Trustee shall have the right to accept and act upon instructions, including funds transfer
instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means (as hereinafter defined);
provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers with the authority to provide
such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency
certificate shall be amended by the Company whenever a person is to be added or deleted from the listing. If the Company elects to give
the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s
understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Trustee cannot determine
the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to
have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized
Officer. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that
the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization
codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions
conflict or are inconsistent with a subsequent written instruction. The Company agrees: (i) to assume all risks arising out of the use
of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized
Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated
with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions
than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission
of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and
(iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. “Electronic
Means” means the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing
applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by
the Trustee as available for use in connection with its services hereunder.


 


 


 


[Remainder of page intentionally left blank}



    78


     


    

 


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


 


	 	3D SYSTEMS CORPORATION
	 	 
	 	By:	/s/ Andrew M. Johnson
	 	 	Name:Andrew M. Johnson
	 	 	Title:  EVP, Chief Legal Officer and Secretary
	 	 	 
	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	 	 
	 	By:	/s/ Shannon Matthews
	 	 	Name: Shannon Matthews
	 	 	Title:  Vice President




 



 






    
	[Signature Page to Indenture]


 


     


    

EXHIBIT A


[FORM OF FACE OF NOTE]


 


[INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE]


 


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


 


[INCLUDE FOLLOWING LEGEND IF A RESTRICTED SECURITY]


 


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


 


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


 


(2)              
AGREES FOR THE BENEFIT OF 3D SYSTEMS CORPORATION (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE
TRANSFER THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY, IF ANY OR ANY BENEFICIAL INTEREST HEREIN
OR THEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME
AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED
BY APPLICABLE LAW, EXCEPT:


 


(A)            
TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR


 


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


 


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


 


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



    
	A-1


 


     


    




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


 


NO AFFILIATE (AS DEFINED IN
RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT)
OF THE COMPANY DURING THE THREE IMMEDIATELY PRECEDING MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THIS SECURITY OR A BENEFICIAL INTEREST
HEREIN.]1


 


 


 


 


 


_________________________




1
The Restrictive Legend shall be deemed removed from the face of this Note without further action by the Company, Trustee or the Holders
of this Note at such time and in the manner provided under Section 2.05 of the Indenture.


    
	A-2


 


     


    

3D Systems Corporation


0% Convertible Senior Note due 2026





 





	No. [________]	[Initially]2	$[________]



 


CUSIP No. 88554D AC03


 


3D Systems Corporation, a corporation duly organized
and validly existing under the laws of the State of Delaware (the “Company,” which term includes any successor corporation
or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to [CEDE & CO.]4
[________]5, or registered assigns, the
principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]6
[of $[____]]7, which amount, taken
together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $460,000,000
in aggregate at any time, in accordance with the rules and the Applicable Procedures, on November 15, 2026, and interest thereon as set
forth below.


 


This Note shall bear no regular cash interest,
and the principal amount of this Note shall not accrete. Any Special Interest is payable semi-annually in arrears on each May 15 and November
15, commencing on May 15, 2022 (if Special Interest is then payable), to Holders of record at the close of business on the preceding May
1 and November 1 (whether or not such day is a Business Day), respectively. Any accrued Special Interest will be payable as set forth
in Section 4.06(d), Section 4.06(e) and Section 6.03 of the within-mentioned Indenture, and any reference to interest on, or in respect
of, any Note therein shall be deemed to refer solely to Special Interest, if, in such context, Special Interest is, was or would be payable
pursuant to any of such Section 4.06(d), Section 4.06(e) or Section 6.03 or any interest on any Defaulted Amounts payable as set forth
in Section 2.03(c) in the within-mentioned Indenture.


 


Any Defaulted Amounts shall not accrue interest
unless Special Interest was payable on the required payment date, in which case such payments shall accrue interest per annum at the then-applicable
Special Interest rate, from, and including, such relevant payment date to, but excluding, the date on which such Defaulted Amounts shall
have been paid by the Company, at its election, in accordance with Section 2.03(c) of the Indenture.


 


The Company shall pay the principal of and Special
Interest, if any, on this Note, if and so long as such Note is a Global Note, in immediately available funds to the Depositary or its
nominee, as the case may be, as the registered Holder of such Note. As provided in and subject to the provisions of the Indenture, the
Company shall pay the principal of any Notes (other than Notes that are Global Notes) at the office or agency designated by the Company
for that purpose. The Company has initially designated the Trustee as its Paying Agent and Note Registrar in respect of the Notes and
its Corporate Trust Office located in the United States of America as a place where Notes may be presented for payment or for registration
of transfer and exchange.


 


Reference is made to the further provisions of
this Note set forth on the reverse hereof, including, without limitation, provisions giving the Holder of this Note the right to convert
this Note into cash or a combination of cash and shares of Common Stock, as applicable, on the terms and subject to the limitations set
forth in the Indenture. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.


 


_________________________



2
Include if a global note.


3
At such time as the Company notifies the Trustee that the Restrictive Legend is to be removed in accordance with the Indenture, the CUSIP
number for this Note shall be deemed to be 88554D AD8 in accordance with Applicable Procedures.


4
Include if a global note.


5
Include if a physical note.


6
Include if a global note.


7
Include if a physical note.


    
	A-3


 


     


    

This Note, and any claim, controversy or dispute
arising under or related to this Note, shall be construed in accordance with and governed by the laws of the State of New York (without
regard to the conflicts of laws provisions thereof).


 


In the case of any conflict between this Note and
the Indenture, the provisions of the Indenture shall control and govern.


 


This Note shall not be valid or become obligatory
for any purpose until the certificate of authentication hereon shall have been signed manually, electronically or by facsimile by the
Trustee or a duly authorized authenticating agent under the Indenture.


 


[Remainder of page intentionally left blank]


 


 


 


 


 


 


 


 


 


 


 






    
	A-4


 


     


    

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


 


	 	3D SYSTEMS CORPORATION
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


 


Dated:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.


as Trustee, certifies that this is one of the Notes described

in the within-named Indenture.


 


	By:	 	 
	 	Authorized Signatory	 







 


 


 


 


 


 


 






    
	A-5


 


     


    

[FORM OF REVERSE OF NOTE]


 


3D Systems Corporation


 


0% Convertible Senior Note due 2026


 


This Note is one of a duly authorized issue of
Notes of the Company, designated as its 0% Convertible Senior Notes due 2026 (the “Notes”), limited to the aggregate
principal amount of $460,000,000, all issued under and pursuant to an Indenture dated as of November 16, 2021 (the “Indenture”),
between the Company and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate
principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this
Note shall have the respective meanings set forth in the Indenture.


 


In case certain Events of Default shall have occurred
and be continuing, the principal of, and Special Interest, if any, on, all Notes may be declared, by either the Trustee or Holders of
at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture.


 


Subject to the terms and conditions of the Indenture,
the Company will make all payments and deliveries in respect of the Fundamental Change Repurchase Price on the Fundamental Change Repurchase
Date, the Redemption Price on the Redemption Date and the principal amount on the Maturity Date, as the case may be, to the Holder who
surrenders a Note to a Paying Agent to collect such payments in respect of the Note. The Company will pay cash amounts in money of the
United States that at the time of payment is legal tender for payment of public and private debts.


 


The Indenture contains provisions permitting the
Company and the Trustee in certain circumstances, without the consent of the Holders of the Notes, and in certain other circumstances,
with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, evidenced
as in the Indenture provided, to execute supplemental indentures modifying the terms of the Indenture and the Notes as described therein.
It is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in aggregate principal amount of the
Notes at the time outstanding may on behalf of the Holders of all of the Notes waive any past Default or Event of Default under the Indenture
and its consequences.


 


Notwithstanding any other provision of the Indenture
or any provision of this Note, each Holder shall have the contractual right to receive payment or delivery, as the case may be, of (x)
the principal (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) of, (y) accrued and unpaid Special
Interest, if any, on, and (z) the consideration due upon conversion of, this Note, on or after the respective due dates expressed or provided
for in this Note or in the Indenture, and the contractual right to institute suit for the enforcement of any such payment or delivery,
as the case may be, on or after such respective dates, shall not be amended without the consent of each Holder.


 


The Notes are issuable in registered form without
coupons in denominations of $1,000 principal amount and integral multiples thereof. At the office or agency of the Company referred to
on the face hereof, and in the manner and subject to the limitations provided in the Indenture, Notes may be exchanged for a like aggregate
principal amount of Notes of other authorized denominations, without payment of any service charge but, if required by the Company or
Trustee, with payment of a sum sufficient to cover any transfer or similar tax that may be imposed in connection therewith as a result
of the name of the Holder of the new Notes issued upon such exchange of Notes being different from the name of the Holder of the old Notes
surrendered for such exchange.



    
	A-6


 


     


    




The Notes are not subject to redemption prior to
November 20, 2024. The Notes shall be redeemable at the Company’s option on or after November 20, 2024 in accordance with the terms
and subject to the conditions specified in the Indenture. No sinking fund is provided for the Notes.


 


Upon the occurrence of a Fundamental Change, the
Holder has the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes or
any portion thereof (in principal amounts of $1,000 or integral multiples thereof) on the Fundamental Change Repurchase Date at a price
equal to the Fundamental Change Repurchase Price.


 


Subject to the provisions of the Indenture, the
Holder hereof has the right, at its option, during certain periods and upon the occurrence of certain conditions specified in the Indenture,
prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, to convert any Notes or portion
thereof that is $1,000 or an integral multiple thereof, into cash or a combination of cash and shares of Common Stock, as applicable,
at the Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture.


 






    
	A-7


 


     


    

ABBREVIATIONS


 


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


 


TEN COM = as tenants in common


 


UNIF GIFT MIN ACT = Uniform Gifts to Minors Act


 


CUST = Custodian


 


TEN ENT = as tenants by the entireties


 


JT TEN = joint tenants with right of survivorship and not as tenants
in common


 


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


 


 


 


 


 


 






    
	A-8


 


     


    

SCHEDULE A8


 


SCHEDULE OF EXCHANGES OF NOTES


 


3D Systems Corporation

0% Convertible Senior Notes due 2026


 


The initial principal amount of this Global Note
is ______________ DOLLARS ($[______________]). The following increases or decreases in this Global Note have been made:


 


	Date of exchange	 	Amount of decrease in principal amount of this Global Note	 	Amount of increase in principal amount of this Global Note	 	Principal amount of this Global Note following such decrease or increase	 	Signature of authorized signatory of Trustee or Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


 

_________________________



8
Include if a global note.





    
	A-9


 


     


    

ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


		To:	The Bank of New York Mellon Trust Company, N.A.

4655 Salisbury Road, Suite 300



Jacksonville, FL 32256


Attention: Corporate Trust Administration


 


		RE:	3D Systems Notice of Conversion



 


The undersigned registered owner of this Note hereby
exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below
designated, into cash or a combination of cash and shares of Common Stock, at the Company’s election, in accordance with the terms
of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon
such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof,
be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock
or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay
all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 14.02(d) and Section 14.02(e) of the Indenture.
Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not
defined shall have the meanings ascribed to such terms in the Indenture.


 


	Dated:	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	Signature(s)	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Signature Guarantee	 	 	 




 


Signature(s) must be guaranteed

by an eligible Guarantor Institution

(banks, stock brokers, savings and

loan associations and credit unions)

with membership in an approved

signature guarantee medallion program

pursuant to Securities and Exchange

Commission Rule 17Ad-15 if shares

of Common Stock are to be issued, or

Notes are to be delivered, other than

to and in the name of the registered holder.



    
	1


 


     


    




Fill in for registration of shares if

to be issued, and Notes if to

be delivered, other than to and in the

name of the registered holder:


 


	 	 
	(Name)	 
	 	 
	 	 
	(Street Address)	 
	 	 
	 	 
	(City, State and Zip Code)	 
	Please print name and address	 




 


 


	 	Principal amount to be converted (if less than all):
 $_______,000
	 	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.
	 	 
	 	 
	 	 
	 	 
	 	Social Security or Other Taxpayer
 Identification Number




 






    
	2


 


     


    

ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


To:Paying Agent


 


The undersigned registered owner of this Note hereby
acknowledges receipt of a notice from 3D Systems Corporation (the “Company”) as to the occurrence of a Fundamental
Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay
to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note (1) the entire principal amount
of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such
Fundamental Change Repurchase Date does not fall during the period after a Special Interest Record Date and on or prior to the corresponding
Special Interest Payment Date, accrued and unpaid Special Interest, if any, thereon to, but excluding, such Fundamental Change Repurchase
Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture.


 


In the case of Physical Notes, the certificate
numbers of the Notes to be repurchased are as set forth below:


 


	Dated:	 	 	 




 


	 	 
	 	Signature(s)
	 	 
	 	 
	 	 
	 	Social Security or Other Taxpayer
 Identification Number
	 	 
	 	 
	 	Principal amount to be repaid (if less than all):
 $_______,000
	 	 
	 	 
	 	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever




 






    
	1


 


     


    

ATTACHMENT 3


 


[FORM OF ASSIGNMENT AND TRANSFER]


 


For value received _______________________ hereby sell(s),
assign(s) and transfer(s) unto _______________________ (Please insert social security or Taxpayer Identification Number of assignee)
the within Note, and hereby irrevocably constitutes and appoints _______________________ attorney to transfer the said Note on the
books of the Company, with full power of substitution in the premises.


 


In connection with any transfer of the within Note occurring prior
to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such Note is
being transferred:


 


☐ To 3D Systems Corporation or a subsidiary thereof; or


☐ Pursuant to a registration statement that has become or
been declared effective under the Securities Act of 1933, as amended; or


☐ Pursuant to and in compliance with Rule 144A under the
Securities Act of 1933, as amended; or


☐ Pursuant to and in compliance with Rule 144 under the
Securities Act of 1933, as amended, or any other available exemption from the registration requirements of the Securities Act of
1933, as amended.


 



    
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	Dated:	 	 	 




 


	 	 
	Signature(s)	 
	 	 
	 	 
	Signature Guarantee	 
	 	 
	Signature(s) must be guaranteed by an
 eligible Guarantor Institution (banks, stock
 brokers, savings and loan associations and
 credit unions) with membership in an approved
 signature guarantee medallion program pursuant
 to Securities and Exchange Commission
 Rule 17Ad-15 if Notes are to be delivered, other
 than to and in the name of the registered holder.	 




 


NOTICE: The signature on the assignment must correspond with the name
as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.