Exhibit 4.1


 


Execution Version


 


ACCOLADE,
Inc.


 


AND


 


U.S. BANK NATIONAL ASSOCIATION,


 


as Trustee


 


INDENTURE


 


Dated as of March 29, 2021


 


0.50% Convertible Senior Notes due 2026


 


 






     


     


    

 


TABLE OF CONTENTS


 


	 	Page
	ARTICLE 1   DEFINITIONS	1
	Section 1.01   Definitions	1
	Section 1.02   References to Interest	14
	ARTICLE 2   ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES	14
	Section 2.01   Designation and Amount	14
	Section 2.02   Form of Notes	14
	Section 2.03   Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	15
	Section 2.04   Execution, Authentication and Delivery of Notes	17
	Section 2.05   Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	17
	Section 2.06   Mutilated, Destroyed, Lost or Stolen Notes	24
	Section 2.07   Temporary Notes	25
	Section 2.08   Cancellation of Notes Paid, Converted, Etc	25
	Section 2.09   CUSIP Numbers	26
	Section 2.10   Additional Notes; Repurchases	26
	ARTICLE 3   SATISFACTION AND DISCHARGE	26
	Section 3.01   Satisfaction and Discharge	26
	ARTICLE 4   PARTICULAR COVENANTS OF THE COMPANY	27
	Section 4.01   Payment of Principal and Interest	27
	Section 4.02   Maintenance of Office or Agency	27
	Section 4.03   Appointments to Fill Vacancies in Trustee’s Office	28
	Section 4.04   Provisions as to Paying Agent	28
	Section 4.05   Existence	29
	Section 4.06   Rule 144A Information Requirement and Annual Reports	29
	Section 4.07   Stay, Extension and Usury Laws	31
	Section 4.08   Compliance Certificate; Statements as to Defaults	31
	Section 4.09   Further Instruments and Acts	31



 






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TABLE OF CONTENTS 

(continued)


 


	 	page
	ARTICLE 5   LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE	32
	Section 5.01   Lists of Holders	32
	Section 5.02   Preservation and Disclosure of Lists	32
	ARTICLE 6   DEFAULTS AND REMEDIES	32
	Section 6.01   Events of Default	32
	Section 6.02   Acceleration; Rescission and Annulment	33
	Section 6.03   Additional Interest	34
	Section 6.04   Payments of Notes on Default; Suit Therefor	35
	Section 6.05   Application of Monies Collected by Trustee	37
	Section 6.06   Proceedings by Holders	38
	Section 6.07   Proceedings by Trustee	38
	Section 6.08   Remedies Cumulative and Continuing	39
	Section 6.09   Direction of Proceedings and Waiver of Defaults by Majority of Holders	39
	Section 6.10   Notice of Defaults	40
	Section 6.11   Undertaking to Pay Costs	40
	ARTICLE 7   CONCERNING THE TRUSTEE	40
	Section 7.01   Duties and Responsibilities of Trustee	40
	Section 7.02   Reliance on Documents, Opinions, Etc	42
	Section 7.03   No Responsibility for Recitals, Etc	43
	Section 7.04   Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes	43
	Section 7.05   Monies and Shares of Common Stock to Be Held in Trust	44
	Section 7.06   Compensation and Expenses of Trustee	44
	Section 7.07   Officer’s Certificate as Evidence	45
	Section 7.08   Eligibility of Trustee	45
	Section 7.09   Resignation or Removal of Trustee	45
	Section 7.10   Acceptance by Successor Trustee	46
	Section 7.11   Succession by Merger, Etc	47



 






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TABLE OF CONTENTS 

(continued)


 


	 	Page
	Section 7.12   Trustee’s Application for Instructions from the Company	47
	ARTICLE 8   CONCERNING THE HOLDERS	48
	Section 8.01   Action by Holders	48
	Section 8.02   Proof of Execution by Holders	48
	Section 8.03   Who Are Deemed Absolute Owners	48
	Section 8.04   Company-Owned Notes Disregarded	48
	Section 8.05   Revocation of Consents; Future Holders Bound	49
	ARTICLE 9   HOLDERS’ MEETINGS	49
	Section 9.01   Purpose of Meetings	49
	Section 9.02   Call of Meetings by Trustee	49
	Section 9.03   Call of Meetings by Company or Holders	50
	Section 9.04   Qualifications for Voting	50
	Section 9.05   Regulations	50
	Section 9.06   Voting	51
	Section 9.07   No Delay of Rights by Meeting	51
	ARTICLE 10   SUPPLEMENTAL INDENTURES	51
	Section 10.01   Supplemental Indentures Without Consent of Holders	51
	Section 10.02   Supplemental Indentures with Consent of Holders	53
	Section 10.03   Effect of Supplemental Indentures	53
	Section 10.04   Notation on Notes	54
	Section 10.05   Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	54
	ARTICLE 11   CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE	54
	Section 11.01   Company May Consolidate, Etc. on Certain Terms	54
	Section 11.02   Successor Corporation to Be Substituted	55
	ARTICLE 12   IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	56
	Section 12.01   Indenture and Notes Solely Corporate Obligations	56



 






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TABLE OF CONTENTS 

(continued)


 


	 	Page
	ARTICLE 13   [INTENTIONALLY OMITTED]	56
	ARTICLE 14   CONVERSION OF NOTES	56
	Section 14.01   Conversion Privilege	56
	Section 14.02   Conversion Procedure; Settlement Upon Conversion.	59
	Section 14.03   Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental
Changes or a Notice of Redemption	63
	Section 14.04   Adjustment of Conversion Rate	65
	Section 14.05   Adjustments of Prices	74
	Section 14.06   Shares to Be Fully Paid	75
	Section 14.07   Effect of Recapitalizations, Reclassifications and Changes of the Common Stock.	75
	Section 14.08   Certain Covenants	77
	Section 14.09   Responsibility of Trustee	77
	Section 14.10   Notice to Holders Prior to Certain Actions	78
	Section 14.11   Stockholder Rights Plans	78
	Section 14.12   Exchange in Lieu of Conversion	79
	ARTICLE 15   REPURCHASE OF NOTES AT OPTION OF HOLDERS	79
	Section 15.01   [Intentionally Omitted].	79
	Section 15.02   Repurchase at Option of Holders Upon a Fundamental Change	79
	Section 15.03   Withdrawal of Fundamental Change Repurchase Notice	82
	Section 15.04   Deposit of Fundamental Change Repurchase Price	83
	Section 15.05   Covenant to Comply with Applicable Laws Upon Repurchase of Notes	84



 






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(continued)


 


	 	Page
	ARTICLE 16   OPTIONAL REDEMPTION	84
	Section 16.01   Optional Redemption	84
	Section 16.02   Notice of Optional Redemption; Selection of Notes	84
	Section 16.03   Payment of Notes Called for Redemption	86
	Section 16.04   Restrictions on Redemption	86
	ARTICLE 17   MISCELLANEOUS PROVISIONS	86
	Section 17.01   Provisions Binding on Company’s Successors	86
	Section 17.02   Official Acts by Successor Corporation	86
	Section 17.03   Addresses for Notices, Etc	87
	Section 17.04   Governing Law; Jurisdiction	87
	Section 17.05   Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	88
	Section 17.06   Legal Holidays	89
	Section 17.07   No Security Interest Created	89
	Section 17.08   Benefits of Indenture	89
	Section 17.09   Table of Contents, Headings, Etc	89
	Section 17.10   Authenticating Agent	89
	Section 17.11   Execution in Counterparts	90
	Section 17.12   Severability	90
	Section 17.13   Waiver of Jury Trial	90
	Section 17.14   Force Majeure	90
	Section 17.15   Calculations	91
	Section 17.16   USA PATRIOT Act	91
	Section 17.17   Electronic Signatures	91


 


Exhibit


 
	Exhibit A Form of Note	A-1


 






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INDENTURE dated as of March 29, 2021 between ACCOLADE,
INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section
1.01).


 


W I T N E S S E T H:


 


WHEREAS, for its lawful corporate purposes,
the Company has duly authorized the issuance of its 0.50% Convertible Senior Notes due 2026 (the “Notes”), initially
in an aggregate principal amount not to exceed $287,500,000, and in order to provide the terms and conditions upon which the Notes are
to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;


 


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 in this Indenture provided, the valid, binding and legal obligations of the Company, and this Indenture a valid agreement according
to its terms, 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 Interest” means
all amounts, if any, payable pursuant to Section 4.06(c), Section 4.06(d) and Section 6.03, as applicable.


 


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


 






    1


     


    

 






 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such
specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person means the
power to direct 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.


 


“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 (or the functional equivalent thereof) of the Company or any duly authorized committee of such board.


 


“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
(or duly authorized committee thereof), and to be in full force and effect on the date of such certification.


 


“Business Day” means, with respect
to any Note, 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.


 


“Called Notes” means Notes called
for redemption pursuant to Article 16 or subject to a Deemed Redemption.


 


“Capital Stock” means, for any
entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however
designated) stock issued by that entity, but shall not include any debt securities convertible into or exchangeable for any securities
otherwise constituting Capital Stock pursuant to this definition.


 


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


 


“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).


 


“Combination Settlement” shall
have the meaning specified in Section 14.02(a).


 






    2


     


    

 


“Commission” means the U.S.
Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution
of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.


 


“Common 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 $0.0001 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 by any of its Officers and delivered to the Trustee.


 


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


 


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


 


“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 Trust Office” means
the designated 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 U.S. Bank National Association, West Side Flats, St. Paul, 60 Livingston Avenue, Saint Paul, MN 55107, Attention:
Accolade, Inc. Administrator, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company,
or the designated corporate trust office of any successor trustee (or such other address as such successor trustee may designate from
time to time by notice to the Holders and the Company).


 


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


 


“Daily Conversion Value” means,
for each of the 40 consecutive Trading Days during the Observation Period, 2.5% of the product of (a) the Conversion Rate on such Trading
Day and (b) the Daily VWAP for such Trading Day.


 




    3


     


    

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


 


“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) the Daily Measurement Value and (ii) the Daily Conversion Value on such Trading
Day; and


 


(b)      if the Daily Conversion Value on such Trading Day exceeds the Daily Measurement Value, a number of shares of Common Stock
equal to (i) the difference between the Daily Conversion Value and the Daily Measurement Value, divided by (ii) the Daily VWAP
for such Trading Day.


 


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


 


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


 


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


 


“Default Settlement Method”
means, initially, Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes; provided that
the Company may, from time to time prior to October 1, 2025, change the Default Settlement Method by sending written notice of the new
Default Settlement Method to the Holders, the Trustee and the Conversion Agent (if other than the Trustee), all in accordance with, and
subject to, the last paragraph of Section 14.02(a)(iii).


 


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


 


“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.


 


“Designated Financial Institution”
shall have the meaning specified in Section 14.12(a).


 






    4


     


    

 


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


 


“Effective Date” shall have
the meaning specified in Section 14.03(c), except that, as used in Section 14.04 and Section 14.05, “Effective
Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market,
regular way, reflecting the relevant share split or share combination, as applicable. For the avoidance of doubt, any alternative trading
convention on the applicable exchange or market in respect of shares of the Common Stock under a separate ticker symbol or CUSIP number
will not be considered “regular way” for this purpose.


 


“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. For the avoidance of doubt,
any alternative trading convention on the applicable exchange or market in respect of shares of the Common Stock under a separate ticker
symbol or CUSIP number will not be considered “regular way” for this purpose.


 


“Exchange Act” means the 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(a).


 


“Exempted Fundamental Change”
shall have the meaning specified in Section 15.02(f).


 


“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.


 






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“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, has become the direct or
indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of Common Stock representing more than 50%
of the voting power of the Common Stock and has filed a Schedule TO (or any successor schedule, form or report) or any schedule,
form or report under the Exchange Act that discloses such fact, unless such beneficial ownership arises solely as a result of a
revocable proxy delivered in response to a public proxy or consent solicitation made pursuant to the applicable rules and
regulations under the Exchange Act and is not also then reportable on Schedule 13D or Schedule 13G (or any successor schedule) under
the Exchange Act; 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 (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting
from a subdivision or combination or solely 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; (ii) any share exchange, consolidation or merger of the Company pursuant to which
the Common Stock will be converted into cash, securities or other property or assets; or (iii) 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 direct or indirect Wholly Owned Subsidiaries; provided, however,
that a transaction described in clause (i) or clause (ii) 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 stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or


 


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


 


provided, however, that a transaction or
transactions described in clause (a) or clause (b) above shall not constitute a Fundamental Change, if at least 90% of the
consideration received or to be received by the 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 the Notes become convertible
into such consideration, excluding cash payments for fractional shares and cash payments made in respect of dissenters’
appraisal rights (subject to the provisions of Section 14.02(a)). 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.


 






    6


     


    

 


For purposes of this definition of “Fundamental
Change,” any transaction that constitutes a Fundamental Change pursuant to both clause (a) and clause (b) of this definition shall
be deemed a Fundamental Change solely under clause (b) of this definition.


 


“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).


 


The terms “given”, “mailed”,
 “notify” or “sent” with respect to any notice to be given 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 procedures at the Depositary (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 the case of a Physical
Note), in each case, in accordance with Section 17.03. Notice so “given” shall be deemed to include any notice to be
 “mailed” or “delivered,” as applicable, under this Indenture.


 


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


 


“Holder,” as applied to any
Note, or other similar terms (but excluding the term “beneficial holder”), means any Person in whose name at the time a particular
Note is registered on the Note Register.


 


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


 


“Initial Purchasers” means the
initial purchasers set forth on Schedule I to the Purchase Agreement.


 


“Interest Payment Date” means
each April 1 and October 1 of each year, beginning on October 1, 2021.


 


“last date of original
issuance” means (a) with respect to any Notes issued pursuant to the Purchase Agreement, and any Notes issued in exchange
therefor or in substitution thereof, the date the Company first issues such Notes; and (b) with respect to any additional Notes
issued pursuant to Section 2.10, and any Notes issued in exchange therefor or in substitution thereof, either (i) the later of (x)
the date such Notes are originally issued and (y) the last date any Notes are originally issued as part of the same offering
pursuant to the exercise of an option granted to the initial purchaser(s) of such Notes to purchase additional Notes; or (ii) such
other date as is specified in an Officer’s Certificate delivered to the Trustee before the original issuance of such
Notes.


 






    7


     


    

 


“Last Reported Sale Price” of
the Common Stock (or any 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 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 for the Common Stock (or such other
security) on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the
Company for this purpose. The “Last Reported Sale Price” shall be determined without regard to after-hours trading
or any other trading outside of regular trading session hours.


 


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


 


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


 


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


 


“Maturity Date” means April
1, 2026.


 


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


 


“Merger Event” shall have the
meaning specified in Section 14.07(a).


 


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


 






    8


     


    

 


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


 


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


 


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


 


“Notice of Redemption” shall
have the meaning specified in Section 16.02(a).


 


“Observation Period” with respect
to any Note surrendered for conversion means: (i) subject to clause (ii), if the relevant Conversion Date occurs prior to October 1, 2025,
the 40 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion Date;
(ii) with respect to any Called Notes, 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 October 1, 2025, 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 March 23, 2021, as supplemented by the related pricing term sheet dated March 24, 2021, relating
to the offering and sale of the Notes.


 


“Officer” means, with respect
to the Company, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Compliance Officer, a Chief Operating Officer,
any Executive Vice President, any Executive or Senior Vice President, any Vice President, the Treasurer or any Assistant Treasurer, the
Controller or any Assistant Controller, the Secretary or any Assistant Secretary or the General Counsel.


 


“Officer’s Certificate,”
when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed by any Officer of the Company.
Each such certificate shall include the statements provided for in Section 17.05 if and to the extent required by the provisions
of such Section. The Officer giving an Officer’s Certificate pursuant to Section 4.08 shall be the principal executive,
financial or accounting officer of the Company.


 


“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 who is reasonably acceptable
to the Trustee, which opinion may contain customary exceptions and qualifications as to the matters set forth therein, that is delivered
to the Trustee. Each such opinion shall include the statements provided for in Section 17.05 if and to the extent required by the
provisions of such Section 17.05.


 


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


 






    9


     


    

 


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


 


(e)              
Notes redeemed pursuant to Article 16.


 


“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.


 


“Physical Settlement” shall
have the meaning specified in Section 14.02(a).


 


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


 


“Purchase Agreement” means that
certain Purchase Agreement, dated as of March 24, 2021, among the Company and Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC
and BofA Securities, Inc., as representatives of the Initial Purchasers.


 






    10


     


    

 


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


 


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


 


“Redemption Period” means, with
respect to any Optional Redemption, the period from, and including, the date on which the Company delivers a Notice of Redemption for
such Optional Redemption until the close of business on the Scheduled Trading Day immediately preceding the related 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
such later date on which the Redemption Price has been paid or duly provided for).


 


“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
interest, if any, to, but excluding, the Redemption Date (unless the Redemption Date falls after a Regular Record Date but on or prior
to the immediately succeeding Interest Payment Date, in which case interest accrued to the Interest Payment Date will be paid by the Company
to Holders of record of such Notes as of the close of business on such Regular Record Date on, or at the Company’s election, before
such Interest Payment Date, and the Redemption Price will be equal to 100% of the principal amount of such Notes).


 


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


 


“Regular Record Date,” with
respect to any Interest Payment Date, means the March 15 or September 15 (whether or not such day is a Business Day) immediately preceding
the applicable April 1 or October 1 Interest Payment Date, respectively.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Settlement Method” means, with
respect to any conversion of Notes, Physical Settlement, Cash Settlement or Combination Settlement, as elected (or deemed to have been
elected) by the Company.


 


“Settlement Method Election Deadline”
has the meaning specified in ‎Section 14.02(a)(iii).


 


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


 


“Significant Subsidiary” means
a Subsidiary of the Company that meets the definition of “significant subsidiary” in Article 1, Rule 1-02(w) of Regulation
S-X promulgated by the Commission; provided that, in the case of a Subsidiary 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 date of this Indenture such
Subsidiary shall be deemed not to be a Significant Subsidiary unless the Subsidiary’s income 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. For the avoidance of doubt, to the extent any such Subsidiary would not be deemed to be a “significant
subsidiary” under the definition of “significant subsidiary” in Article 1, Rule 1-02(w) of Regulation S-X (or any successor
rule) promulgated by the Commission as in effect on the relevant date of determination, such Subsidiary shall not be deemed to be a Significant
Subsidiary for purposes of this definition irrespective of whether such Subsidiary would otherwise be deemed to be a “significant
subsidiary” pursuant to the immediately preceding sentence.


 


“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 (or
deemed specified as provided in Section 14.02(a)(iii)) related to any converted Notes.


 


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


 


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


 


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


 






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


 


“Trading Day” means, except
for determining amounts due upon conversion, 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 Nasdaq Global Select Market or, if the Common Stock (or such other security) is not
then listed on the Nasdaq Global Select Market, 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
Nasdaq Global Select Market or, if the Common Stock is not then listed on the Nasdaq Global Select Market, on the principal other U.S.
national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S.
national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for trading,
except that if the Common Stock is not so listed or admitted for trading, “Trading Day” means a Business Day.


 


“Trading Price” 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, on any determination date, 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,
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. Any such determination will be conclusive absent manifest
error.


 


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


 


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


 


“Trust Indenture Act” means
the Trust Indenture Act of 1939, as amended, as it was in force at the date of execution of this Indenture; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after the date hereof, the term “Trust Indenture Act” shall mean,
to the extent required by such amendment, the Trust Indenture Act of 1939, as so amended.


 






    13


     


    

 



 


“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).


 


“Valid Payment Date” means,
with respect to any Note, any day other than a Saturday, a Sunday or a day on which banking institutions in the state in which the Corporate
Trust Office of the Trustee is located are authorized or required by law or executive order to close or be closed.


 


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


 


“Wholly Owned Subsidiary” means,
with respect to any Person, any Subsidiary of such Person, except that, solely for purposes of this definition, the reference to “more
than 50%” in the definition of “Subsidiary” shall be deemed replaced by a reference to “100%,” the calculation
of which shall exclude nominal amounts of the voting power of shares of Capital Stock or other interests in the relevant Subsidiary not
held by such person to the extent required to satisfy local minority interest requirements outside of the United States.


 


Section 1.02       
References to Interest. Unless the context otherwise requires, any reference to interest on, or in respect
of, any Note in this Indenture shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would
be payable pursuant to any of Section 4.06(c), Section 4.06(d) and Section 6.03. Unless the context otherwise requires,
any express mention of Additional Interest in any provision hereof shall not be construed as excluding Additional Interest in those provisions
hereof where such express mention is not made.


 


ARTICLE
2

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES


 


Section 2.01       
Designation and Amount. The Notes shall be designated as the “0.50% Convertible Senior Notes due 2026.”
The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $287,500,000,
subject to Section 2.10 and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for,
or in lieu of other Notes to the extent expressly permitted hereunder.


 


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


 


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


 






    14


     


    

 


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 Redemption Price and the Fundamental
Change Repurchase Price, if applicable) of, and any accrued and unpaid 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; Payments of Interest and Defaulted Amounts.  (a) The Notes shall be issuable
in registered form without coupons in minimum denominations of $1,000 principal amount and integral multiples thereof. Each Note shall
be dated the date of its authentication and shall bear interest from the date specified on the face of such Note. Accrued interest on
the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of the
number of days actually elapsed in a 30-day month.


 






    15


     


    

 


(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 Regular
Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such 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
designated by the Company for such purposes in the Borough of Manhattan, The City of New York, 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 interest (i) on any Physical
Notes (A) to Holders holding Physical Notes having an aggregate principal amount of $5,000,000 or less, by check mailed to the
Holders of these Notes at their address as it appears in the Note Register and (B) to Holders holding Physical Notes having an
aggregate principal amount of more than $5,000,000, either by check mailed to each such Holder or, upon written application by such
a Holder to the Note Registrar not later than the relevant Regular Record Date, by wire transfer in immediately available funds to
that Holder’s account within the United States if such Holder has provided the Company, the Trustee or the Paying Agent (if
other than the Trustee) with the requisite information necessary to make such wire transfer, which application shall remain in
effect until the Holder notifies, in writing, the Note Registrar to the contrary or (ii) on any Global Note by wire transfer of
immediately available funds to the account of the Depositary or its nominee.


 


(c)         Any
Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date but shall accrue interest per annum at
the rate borne by the Notes, subject to the enforceability thereof under applicable law, from, and including, such relevant payment date,
and such Defaulted Amounts together with such 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 (unless the Trustee shall consent
to an earlier date). 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 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).


 


(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 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.


 






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


 


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 (such Company Order to include the terms of the Notes) 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, subject to Section 17.05, 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 or by facsimile
by an authorized 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,
or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed
such Notes had not ceased to be such Officer of the Company; and any Note may be signed on behalf of the Company by such persons as, at
the actual date of the execution of such Note, shall be the Officers of the Company, although at the date of the execution of this Indenture
any such person was not such an Officer.


 


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


 


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


 






    17


     


    

 


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


 


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


 


None of the Company, the Trustee, the Note Registrar
or any co-Note Registrar shall be required to exchange for other Notes 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 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.


 


(b)         So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law,
subject to the fourth paragraph from the end of Section 2.05(c) all Notes shall be represented by one or more Notes in global form
(each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. Each Global
Note shall bear the legend required on a Global Note set forth in Exhibit A hereto. 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 of the Depositary therefor.


 


(c)         Every
Note that bears or is required under this Section 2.05(c) to bear the Restrictive Notes Legend (together with any Common
Stock issued upon conversion of the Notes that is required to bear the legend set forth in Section 2.05(d), collectively, the
 “Restricted Securities” and, individually, each a “Restricted Security”) shall be subject to the
restrictions on transfer set forth in this Section 2.05(c) (including the Restrictive Notes 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.


 






    18


     


    

 


With respect to any Note that is a 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
Notes Legend”) (unless such Notes have been transferred pursuant to a registration statement that has become or been declared
effective under the Securities Act and that continues to be effective at the time of such transfer, or sold pursuant to the exemption
from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed by
the Company in writing, with notice thereof to the Trustee):


 


THIS SECURITY AND THE 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 ACCOLADE, INC. (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:


 






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(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 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 transfer of any Note prior to the Resale Restriction
Termination Date will be registered by the Note Registrar unless the applicable box on the Form of Assignment and Transfer has been checked.


 


Any Note (or security issued in exchange or
substitution therefor) (i) as to which such restrictions on transfer shall have expired in accordance with their terms, (ii) that
has been transferred pursuant to a registration statement that has become effective or been declared effective under the Securities
Act and that continues to be effective at the time of such transfer or (iii) that has been sold pursuant to the exemption from
registration provided by Rule 144 or any similar provision then in force under the Securities Act, may, upon surrender of such Note
for exchange to the Note Registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or
Notes, of like tenor and aggregate principal amount, which shall not bear the Restrictive Notes Legend required by this Section
2.05(c) and shall not be assigned a restricted CUSIP number. The Company shall be entitled to instruct the Custodian in writing
to so surrender any Global Note as to which any of the conditions set forth in clause (i) through (iii) of the immediately preceding
sentence have been satisfied, and, upon such instruction, the Custodian shall so surrender such Global Note for exchange; and any
new Global Note so exchanged therefor shall not bear the Restrictive Notes Legend specified in this Section 2.05(c) and shall
not be assigned a restricted CUSIP number. In addition, the Company may effect the removal of the Restrictive Notes Legend upon the
Company’s delivery to the Trustee of written notice to such effect, whereupon the Restrictive Notes Legend set forth above and
affixed on any Note shall be deemed, in accordance with the terms of the certificate representing such Note, to be removed therefrom
without further action by the Company, the Trustee, the Holder(s) thereof or any other Person; at such time, such Note shall 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. 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.


 






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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
Depositary’s 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 and a Company Order for the
authentication and delivery of Notes, shall authenticate and deliver (x) in the case of clause (iii), a Physical Note to such beneficial
owner in a principal amount equal to the principal amount of such Note corresponding to such beneficial owner’s beneficial interest
and (y) in the case of clause (i) or (ii), Physical Notes to each beneficial owner of the related Global Notes (or a portion thereof)
in an aggregate principal amount equal to the aggregate principal amount of such Global Notes in exchange for such Global Notes, and upon
delivery of the Global Notes to the Trustee such Global Notes shall be canceled.


 


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


 






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


 


None of the Company, the Trustee or any agent of
the Company or the Trustee shall have any responsibility or incur any liability for any act or omission of the Depositary or 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
those interests by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to those interests.


 


(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 ACCOLADE, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS
SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE OF
THE 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:


 






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(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 TO DETERMINE THAT THE PROPOSED TRANSFER
IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


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


 


The Trustee shall have no obligation or duty
to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable
law 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) other than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine
the same to determine substantial compliance as to form with the express requirements hereof.


 






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(e)         Any
Note or restricted Common Stock issued upon the conversion or exchange of a Note that is repurchased or owned by the Company or 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 the Company or 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 or restricted Common
Stock, as the case may be, no longer being a “restricted security” (as defined under Rule 144).


 


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 its written request 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, claim, cost or expense caused by or connected with
such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company, to the Trustee and,
if applicable, to such authenticating agent evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership
thereof.


 


The Trustee or such authenticating agent may authenticate
any such substituted Note and deliver the same upon the receipt of such security or indemnity as the Trustee, the Company and, if applicable,
such authenticating agent may require. No service charge shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note
Registrar or the Paying Agent upon the issuance of any substitute Note, but the Company may require a Holder to pay a sum sufficient to
cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder of
the new substitute Note being different from the name of the Holder of the old Note that became mutilated or was destroyed, lost or stolen.
In case any Note that has matured or is about to mature or has been surrendered for required repurchase or is about to be converted in
accordance with Article 14 shall become mutilated or be destroyed, lost or stolen, the Company may, in its sole discretion, instead
of issuing a substitute Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof
except in the case of a mutilated Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company,
to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them to save each of
them harmless for any loss, liability, claim, 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 written request of the Company, 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 pursuant to Section 15.02, redemption, registration of transfer or exchange or
conversion (other than any Notes exchanged pursuant to Section 14.12), if surrendered to the Company or any of its agents or Subsidiaries,
to be surrendered to the Trustee for cancellation. All Notes delivered to the Trustee shall be canceled promptly 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 and, after such disposition, shall deliver a certificate
of such disposition to the Company, at the Company’s written request in a Company Order.


 






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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
the Trustee shall have no liability for any defect in the “CUSIP” numbers as they appear on any Note, notice or
elsewhere, and, provided, further, that any such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Notes or on such notice and that reliance may be placed only on the other identification
numbers printed on the Notes. The Company shall promptly notify the Trustee, in writing, of any change in the “CUSIP”
numbers.


 


Section 2.10       
Additional Notes; Repurchases. The Company may, without the consent of, or notice to, the Holders and notwithstanding
Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder
(other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if
applicable, restrictions on transfer in respect 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 one or more separate CUSIP numbers. 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 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 privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including
by cash-settled swaps or other derivatives, in each case, without the consent of or prior notice to the Holders of the Notes. The Company
may, at its option and to the extent permitted by applicable law, reissue, resell or surrender to the Trustee for cancellation any Notes
that it may repurchase, in the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities”
(as defined under Rule 144) upon such reissuance or resale; provided that if any such reissued or resold Notes are not fungible with the
Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such reissued or resold Notes shall have one
or more separate CUSIP numbers. Any Notes that the Company may repurchase shall be considered outstanding for all purposes under this
Indenture (other than, at any time when such Notes are owned by the Company, by any Subsidiary thereof or by any Affiliate of the Company
or any Subsidiary thereof, as set forth in Section 8.04) unless and until such time as the Company surrenders them to the Trustee for
cancellation and, upon receipt of a Company Order, the Trustee shall cancel all Notes so surrendered.


 


ARTICLE
3

SATISFACTION AND DISCHARGE


 


Section
3.01        Satisfaction
and Discharge. (a) This Indenture and the Notes shall cease to be of further effect when (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 heretofore been irrevocably 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) the Company has irrevocably deposited with
the Trustee or delivered to Holders, as applicable, after the Notes have become due and payable, whether on the Maturity Date, any
Redemption Date, any Fundamental Change Repurchase Date, upon conversion or otherwise, cash, shares of Common Stock or a combination
thereof, as applicable, solely to satisfy the Company’s Conversion Obligation, sufficient to pay all of the outstanding Notes
and all other sums due and payable under this Indenture or the Notes by the Company; and (b) the Trustee upon request of the Company
contained in an Officer’s Certificate and at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture and the Notes, when 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 and the Notes 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.


 






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ARTICLE
4

PARTICULAR COVENANTS OF THE COMPANY


 


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


 


Section 4.02       
Maintenance of Office or Agency. The Company will maintain in the Borough of Manhattan, The City of New York, 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 and demands to or upon
the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may
be made or served at the Corporate Trust Office or the office or agency of the Trustee in the Borough of Manhattan, The City of New York.


 


The Company may also from time to time designate
as co-Note Registrars one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve
the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, 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 the office or agency in the Borough
of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange or for presentation for payment
or repurchase or for conversion and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be
served; provided that the Corporate Trust Office shall not be a place for service of legal process for the Company.


 






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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. (a) 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 Redemption Price and
the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid 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 Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid 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.


 


The Company shall, on or before each due date of
the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest
on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Redemption Price and the Fundamental
Change Repurchase Price, if applicable) or accrued and unpaid 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 Redemption
Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid 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 Redemption Price and
the Fundamental Change Repurchase Price, if applicable) and accrued and unpaid 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 Redemption
Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid 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.


 






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(d)              
Subject to applicable escheatment laws, any money and shares of Common Stock deposited with the Trustee or any Paying Agent,
or then held by the Company, in trust for the payment of the principal (including the Redemption Price and the Fundamental Change Repurchase
Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed
for two years after such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), 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 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 or such Paying Agent
with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, 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.


 


(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 annual
or quarterly reports (on Form 10-K or Form 10-Q or any respective successor form) that the Company is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such information, documents or reports, or portions thereof, subject
to confidential treatment and any correspondence with the Commission, and giving effect to any grace period provided by Rule 12b-25 under
the Exchange Act (or any successor thereto)). Any such document or report that the Company files with the Commission via the Commission’s
EDGAR system (or any successor system) 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 such successor), it being understood that the Trustee shall have no responsibility to
determine if any documents have been filed. Delivery of the reports, information and documents described in this subsection (b) to the
Trustee is for informational purposes only, and the information and the Trustee’s receipt of such shall not constitute constructive
notice of any information contained therein or determinable from information contained therein, including the Company’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate).


 






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(c)        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 thereunder 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 Additional Interest on the Notes.
Such Additional 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) without restrictions pursuant to U.S. securities laws or the terms of this
Indenture or the Notes. As used in this Section 4.06(c), 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. For purposes of this Section 4.06(c), the phrase “restrictions
pursuant to U.S. securities laws or the terms of this Indenture or the Notes” shall not include, for the avoidance of doubt, the
assignment of a restricted CUSIP number or the existence of the Restrictive Notes Legend on Notes in compliance with Section 2.05(c),
in either case, during the six-month period described in this Section 4.06(c).


 


(d)        If,
and for so long as, the Restrictive Notes Legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are
assigned a restricted CUSIP number 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 Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes
outstanding until the Restrictive Notes Legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are
assigned an unrestricted CUSIP number 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) without restrictions
pursuant to U.S. securities laws or the terms of this Indenture or the Notes. The Restrictive Notes 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 Additional 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.
Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest
on the Notes.


 






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(e)        Subject
to the immediately succeeding sentence, the Additional Interest that is payable in accordance with Section 4.06(c) or Section
4.06(d) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s
election pursuant to Section 6.03. However, in no event shall Additional Interest that may accrue as a result of the Company’s
failure to comply with its obligations to timely file any document or report that the Company 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 set forth in Section 4.06(c), together with any Additional Interest that may accrue at the
Company’s election as a result of the Company’s failure to comply with its reporting obligations 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 Additional Interest.


 


(f)         If Additional
Interest is payable by the Company pursuant to Section 4.06(c) or Section 4.06(d), the Company shall deliver to the
Trustee an Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the
date on which such Additional 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 Additional Interest is payable. If the Company has paid
Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officer’s Certificate setting
forth the particulars of such payment.


 


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


 


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


 


In addition, the Company shall deliver to the Trustee,
within 30 days after the Company obtains knowledge of the occurrence of any Event of Default, an Officer’s Certificate setting forth
the details of such Event of 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 has been cured or is no longer continuing.


 


Section 4.09       
Further Instruments and Acts. Upon request of the Trustee, 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.




 






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ARTICLE
5

LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE


 


Section 5.01       
Lists of Holders. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee,
semi-annually, not more than 15 days after each March 15 and September 15 in each year beginning with September 15, 2021, and at such
other times as the Trustee may request in writing, within 30 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 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 five Business Days;


 


(d)               
failure by the Company to issue a Fundamental Change Company Notice in accordance with Section 15.02(c), a notice
of a Make-Whole Fundamental Change in accordance with Section 14.03(b) or notice of a specified corporate transaction in accordance
with Section 14.01(b)(ii) or 14.01(b)(iii), in each case when due and, except with respect to any notice of a specified
corporate transaction in accordance with Section 14.01(b)(ii), such failure continues for five Business Days;


 






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


 


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


 


(g)              
default by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument
under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of
$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 date or (ii) constituting a failure to pay the principal of any such debt when due and payable (after the expiration
of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and
in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled, 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 fail generally 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 30 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 (and the Trustee, at the written request
of such Holders, shall) declare 100% of the principal of, and accrued and unpaid interest on, all outstanding 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 accrued
and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable.


 






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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, 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 accrued and unpaid 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 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 Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued
and unpaid 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.


 


Section
6.03        Additional
Interest. Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent the Company elects,
the sole remedy for an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section
4.06(b) shall, for the first 365 days, after the occurrence of such an Event of Default, consist exclusively of the right to
receive Additional Interest on the Notes at a rate equal to (x) 0.25% per annum of the principal amount of the Notes outstanding for
each day that such Event of Default is continuing during the first 180 days after the occurrence of such Event of Default and (y)
0.50% per annum of the principal amount of the Notes outstanding for each day that such Event of Default is continuing during the
subsequent 185-day period. Subject to the last paragraph of this Section 6.03, Additional Interest payable pursuant to this Section
6.03 shall be in addition to, not in lieu of, any Additional Interest payable pursuant to Section 4.06(c) or Section
4.06(d). If the Company so elects, such Additional Interest shall be payable in the same manner and on the same dates as the
stated interest payable on the Notes. On the 366th day after such Event of Default (if the Event of Default relating to the
Company’s failure to comply with its obligations as set forth in Section 4.06(b) is not cured or waived prior to such
366th day), 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 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 Additional Interest following an Event of Default in accordance with this Section 6.03 or the Company
elected to make such payment but does not pay the Additional Interest when due, the Notes shall be immediately subject to
acceleration as provided in Section 6.02.


 






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In order to elect to pay Additional Interest as
the sole remedy during the first 365 days after the occurrence of any Event of Default relating to the Company’s failure to comply
with its obligations as set forth in Section 4.06(b) in accordance with the immediately preceding paragraph, the Company must notify
all Holders of the Notes, the Trustee and the Paying Agent (if other than the Trustee), in writing, of such election prior to the beginning
of such 365-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 Additional 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 obligations
as set forth in Section 4.06(b) as set forth in this Section 6.03, together with any Additional Interest that may accrue
as a result of the Company’s failure to timely file any document or report that the Company 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 under the Exchange
Act and other than reports on Form 8-K), pursuant to Section 4.06(c), 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 Additional Interest.


 


Section 6.04       
Payments of Notes on Default; Suit Therefor. If an Event of Default described in clause (a) or (b) of Section
6.01 shall have occurred and be continuing, the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of
the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, if any, with interest on any
overdue principal and interest, if any, at the rate borne by the Notes at such time 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.


 






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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 or such other obligor,
the property of the Company or such other obligor, or in the event of any other judicial proceedings relative to the Company or such
other obligor upon the Notes, or to the creditors or property of the Company or such other obligor, 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 accrued and unpaid 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 or any other
obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any monies or other property
payable or deliverable on any such claims, and to distribute the same after the deduction of any amounts due to the Trustee under Section
7.06; and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar official is hereby
authorized by each of the Holders to make such payments to the Trustee, as administrative expenses, and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for reasonable
compensation, expenses, advances and disbursements, including agents and counsel fees, and including any other amounts due to the
Trustee under Section 7.06, incurred by it up to the date of such distribution. To the extent that such payment of reasonable
compensation, expenses, advances and disbursements out of the estate in any such proceedings shall be denied for any reason, payment
of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, monies, securities and
other property that the Holders of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any
plan of reorganization or arrangement or otherwise.


 


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


 


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


 


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


 






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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 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, 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 , acting in all of its capacities, under this Indenture;


 


Second, in case the principal of the outstanding
Notes shall not have become due and be unpaid, to the payment of 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 such interest has been collected by the Trustee) upon such overdue payments at the rate borne by the Notes at such time, 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 Redemption Price and the Fundamental Change Repurchase Price and any cash due upon conversion) then owing and unpaid
upon the Notes for principal and interest, if any, with interest on the overdue principal and, to the extent that such interest has been
collected by the Trustee, upon overdue installments of interest at the rate borne by the Notes at such time, and in case such monies shall
be insufficient to pay in full the whole amounts so due and unpaid upon the Notes, then to the payment of such principal (including, if
applicable, the Redemption Price and the Fundamental Change Repurchase Price and any cash due upon conversion) and interest without preference
or priority of principal over interest, or of interest over principal or of any installment of interest over any other installment of
interest, or of any Note over any other Note, ratably to the aggregate of such principal (including, if applicable, the Redemption Price
and the Fundamental Change Repurchase Price and any cash due upon conversion) and accrued and unpaid interest; and


 


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


 






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Section 6.06       
Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable,
the Redemption Price and the Fundamental Change Repurchase 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 or the Notes 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 and, if requested, provided to the Trustee such security or indemnity satisfactory to it
against any loss, liability, claim, cost 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 (it being understood that the Trustee
does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to 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 right to receive payment or delivery, as the case may be, of (x) the principal
(including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and unpaid 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, or to institute suit for the enforcement of any such payment or delivery, as the case may be.


 


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.


 






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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. 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 or the Notes, 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 expressly understood that the Trustee shall not have an affirmative
duty to determine whether any action or direction is prejudicial to any Holder), unless the Trustee is offered security and indemnity
satisfactory to the Trustee against any loss, claim, liability, cost or expense to the Trustee that may result from the Trustee’s
following such direction. 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 waive any past Default or Event of Default hereunder and its
consequences except any continuing defaults relating to (i) a default in the payment of accrued and unpaid interest, if any, on, or the
principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, the Notes when due that has not been cured
pursuant to the provisions of Section 6.01, (ii) a failure by the Company to pay or deliver, as the case may be, the consideration
due upon conversion of the Notes or (iii) a default in respect of a covenant or provision hereof which under Article 10 cannot
be modified or amended without the consent of each Holder of an outstanding Note affected. 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.


 






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Section
6.10        Notice
of Defaults. The Trustee shall, within 90 days after the occurrence and continuance of a Default of which a Responsible Officer
has actual knowledge, deliver to all Holders notice of all Defaults known to a Responsible Officer, 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 Redemption Price and the Fundamental Change Repurchase Price, if applicable), or accrued and unpaid
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 it in good faith determines that the withholding of such notice is in the interests of the
Holders.


 


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


 


ARTICLE
7

CONCERNING THE TRUSTEE


 


Section 7.01       
Duties and Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the
curing or waiver of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically
set forth in this Indenture. In the event an Event of Default has occurred and is continuing and is actually known by a Responsible Officer
of the Trustee, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care
and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own
affairs after it obtains knowledge of such Default; provided that if an Event of Default occurs and is continuing, the Trustee
will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders
unless such Holders have offered, and if requested, provided to the Trustee indemnity or security satisfactory to it against any loss,
liability, claim or expense that might be incurred by it in compliance with such request or direction.


 






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No provision of this Indenture shall be construed
to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful
misconduct, except that:


 





(a)              
 prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default that may have occurred:


 


(i)                
the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the
Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture
and no implied covenants or obligations shall be read into this Indenture against the Trustee; and


 


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


 


(b)              
the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the
Trustee, unless it shall be proved, in a final and non-appealable decision by a court of competent jurisdiction, that the Trustee was
grossly negligent in ascertaining the pertinent facts;


 


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


 


(d)              
whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of,
or affording protection to, the Trustee shall be subject to the provisions of this Section;


 


(e)              
the Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any
other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Note Registrar
with respect to the Notes;


 


(f)               
if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice
to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event
occurred, unless a Responsible Officer of the Trustee had actual knowledge of such event;


 






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(g)               in
the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest
bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses
incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the
failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment to
provide timely written investment direction, and the Trustee shall have no obligation to invest or reinvest any amounts held
hereunder in the absence of such written investment direction from the Company; and


 


(h)              
in the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation
Agent or transfer agent hereunder, the rights and protections afforded to the Trustee pursuant to this Article 7 shall also be
afforded to such Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer agent.


 


None of the provisions contained in this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of
its duties or in the exercise of any of its rights or powers.


 


Section 7.02       
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 7.01:


 


(a)              
the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, coupon or other paper or document believed
by it in good faith to be genuine and to have been signed or presented by the proper party or parties;


 


(b)              
any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s
Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to
the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;


 


(c)              
whenever in the administration of this Indenture, or in any other capacity hereunder, 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 gross negligence or willful misconduct on its part, conclusively rely upon an
Officer’s Certificate;


 


(d)              
the Trustee may consult with counsel of its selection, and require an Opinion of Counsel and any advice of such counsel
or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder
in good faith and in accordance with such advice or Opinion of Counsel;


 


(e)              
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 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;


 






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(f)               
 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;


 


(g)              
the permissive rights of the Trustee enumerated herein shall not be construed as duties;


 


(h)              
the Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of the individuals
and/or titles of officers authorized at such times 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; and


 


(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 employees, 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 or set forth herein as a result of any inaccuracy or
incompleteness.


 


In no event shall the Trustee be liable for any
special, indirect, punitive, 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. The Trustee shall not be
charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer shall have
actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to
the Trustee by the Company or by any Holder of the Notes.


 


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 or sufficiency of this Indenture or of the Notes. The Trustee shall
not be accountable for the use or application by the Company of any Notes or the proceeds of any Notes authenticated and delivered by
the Trustee in conformity with the provisions of this Indenture.


 


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 (if other than the Company or any Affiliate thereof) or Note Registrar, 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.


 






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Section 7.05       
Monies and Shares of Common Stock to Be Held in Trust.  All monies and shares of Common Stock received by the Trustee
shall, until used or applied as herein provided, be held in trust for the purposes for which they were received. Money and shares of
Common Stock held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The
Trustee shall be under no liability for interest on any money or shares of Common Stock 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 from time to time and
the Trustee shall receive such 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 reasonable compensation and the expenses and disbursements of its agents and counsel and of all Persons not regularly in its employ)
except any such expense, disbursement or advance as shall have been caused by its gross negligence or willful misconduct. The Company
also covenants to indemnify the Trustee or any predecessor Trustee in any capacity under this Indenture and any other document or transaction
entered into in connection herewith and its agents and any authenticating agent for, and to hold them harmless against, any loss, claim,
damage, liability, claim, cost or expense incurred without gross negligence or willful misconduct on the part of the Trustee, its officers,
directors, agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or in connection with the
acceptance or administration of this Indenture or in any other capacity hereunder, including the costs and expenses of defending themselves
against any claim of liability in the premises or enforcing this Indenture, including this Section 7.06. 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 claim 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, and, for the avoidance of doubt, such lien shall not be extended in a manner that would conflict with the Company’s obligations
to its other creditors. The Trustee’s right to receive payment of any amounts due under this Section 7.06 shall not
be subordinate to any other liability or indebtedness of the Company. The obligation of the Company under this Section 7.06
shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal of the Trustee. The Company need
not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The indemnification provided in
this Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee.


 


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


 






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Section 7.07       
  Officer’s Certificate as Evidence. Except as otherwise provided in Section 7.01, whenever
in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved
and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross
negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by
it under the provisions of this Indenture upon the faith thereof.


 


Section 7.08       
Eligibility of Trustee. There shall at all times be a Trustee hereunder which shall be a Person that is eligible
pursuant to the Trust Indenture Act (as if the Trust Indenture Act were applicable hereto) to act as such and has a combined capital and
surplus of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements
of any supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article 7.


 


Section 7.09       
Resignation or Removal of Trustee. (a) The Trustee may at any time resign by giving written notice of such resignation
to the Company and by delivering notice thereof to the Holders. Upon receiving such notice of resignation, the Company shall promptly
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 45 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, petition any court of competent jurisdiction, at the expense of the
Company, for the appointment of a successor trustee, or any Holder who has been a bona fide holder of a Note or Notes for at least six
months (or since the date of this Indenture) may, subject to the provisions of Section 6.11, on behalf of himself or herself and
all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor trustee.(b)In case at any time any of the following shall
occur:


 


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


 


(ii)              the
Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then, in either case, the Company may by a Board Resolution remove the
Trustee and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy
of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 6.11, any Holder who has been a bona fide holder of a Note or Notes for at least six months (or since
the date of this Indenture) may, on behalf of himself or herself and all others similarly situated, petition any court of competent
jurisdiction 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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(c)         The
Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in accordance with Section
8.04, may at any time remove the Trustee and nominate a successor trustee that shall be deemed appointed as successor trustee unless
within ten days after notice to the Company of such nomination the Company objects thereto, in which case the Trustee so removed or any
Holder, upon the terms and conditions and otherwise as in Section 7.09(a) provided, may petition any court of competent jurisdiction
for an appointment of a successor trustee.


 


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


 


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


 






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


 


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


 


Section 7.12       
Trustee’s Application for Instructions from the Company.  Any application by the Trustee for written instructions
from the Company (other than with regard to any action proposed to be taken or omitted to be taken by the Trustee that affects the rights
of the Holders of the Notes under this Indenture) may, at the option of the Trustee, set forth in writing any action proposed to be taken
or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable to the Company for any action taken by, or omission of, the Trustee in accordance with a proposal
included in such application on or after the date specified in such application (which date shall not be less than three Business Days
after the date any officer that the Company has indicated to the Trustee should receive such application actually receives such application,
unless any such officer shall have consented in writing to any earlier date), unless, prior to taking any such action (or the effective
date in the case of any omission), the Trustee shall have received written instructions in accordance with this Indenture in response
to such application specifying the action to be taken or omitted.


 






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ARTICLE
8

CONCERNING THE HOLDERS


 


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


 


Section 8.02       
Proof of Execution by Holders. Subject to the provisions of Section 7.01, Section 7.02 and Section
9.05, proof of the execution of any instrument or writing 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 Redemption Price and any Fundamental Change Repurchase Price) of and (subject to Section 2.03)
accrued and unpaid interest on such Note, for conversion of such Note and for all other purposes under this Indenture; and neither the
Company nor the Trustee nor any Paying Agent nor any Conversion Agent nor any Note Registrar shall be affected by any notice to the contrary.
The sole registered holder of a Global Note shall be the Depositary or its nominee. All such payments or deliveries so made to any Holder
for the time being, or upon its order, shall be valid, and, to the extent of the sums or shares of Common Stock so paid or delivered,
effectual to satisfy and discharge the liability for monies payable or shares deliverable upon any such Note. Notwithstanding anything
to the contrary in this Indenture or the Notes following an Event of Default, any holder of a beneficial interest in a Global Note may
directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or
any other Person, such holder’s right to exchange such beneficial interest for a Note in certificated form in accordance with the
provisions of this Indenture.


 


Section
8.04        Company-Owned
Notes Disregarded. In determining whether the Holders of the requisite aggregate principal amount of Notes have concurred in any
direction, consent, waiver or other action under this Indenture, Notes that are owned by the Company, by any Subsidiary thereof or
by any Affiliate of the Company or any Subsidiary thereof shall be disregarded and deemed not to be outstanding for the purpose of
any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on
any such direction, consent, waiver or other action only Notes that a Responsible Officer knows are so owned shall be so
disregarded. Notes so owned that have been pledged in good faith may be regarded as outstanding for the purposes of this Section
8.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to so act with respect to such
Notes and that the pledgee is not the Company, a Subsidiary thereof or an Affiliate of the Company or a Subsidiary thereof. In the
case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the
Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officer’s Certificate listing and
identifying all Notes, if any, known by the Company to be owned or held by or for the account of any of the above described Persons;
and, subject to Section 7.01, the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence
of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any such
determination.


 






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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 (a) be a Holder of one
or more Notes on the record date pertaining to such meeting or (b) 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 outstanding 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.


 






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


 


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


 


Section 9.07       
No Delay of Rights by Meeting. Nothing contained in this Article 9 shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such
call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders under
any of the provisions of this Indenture or of the Notes.


 


ARTICLE
10

SUPPLEMENTAL INDENTURES


 


Section 10.01     
Supplemental Indentures Without Consent of Holders. 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 one or more of the following purposes:


 


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


 


(b)             
to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to
Article 11;


 


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


 


(d)             
to secure the Notes;


 






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(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 Merger Event, to provide that the Notes are convertible into Reference Property, subject to the provisions
of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07;


 


(h)             
to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering
Memorandum and as evidenced in an Officer’s Certificate;


 


(i)              
to comply with the rules of any applicable Depositary, including The Depository Trust Company, so long as such amendment
does not adversely affect the rights of any Holder;


 


(j)              
to appoint a successor trustee with respect to the Notes;


 


(k)             
to increase the Conversion Rate as provided in this Indenture;


 


(l)              
to provide for the acceptance of appointment by a successor Trustee, security registrar, Paying Agent, Bid Solicitation
Agent or Conversion Agent to facilitate the administration of the trusts under this Indenture by more than one trustee; or


 


(m)            
to irrevocably elect a Settlement Method or a Specified Dollar Amount, or eliminate the Company’s right to elect a
Settlement Method; provided, however, that no such election or elimination will affect any Settlement Method theretofore elected (or deemed
to be elected) with respect to any Note pursuant to Article 14.


 


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 and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter
into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


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


 






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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, the Notes or any supplemental indenture 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 interest on any Note;


 


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


 


(d)             
except as required by this Indenture, make any change that adversely affects the conversion rights of any Notes;


 


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


 


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


 


(g)             
change the ranking of the Notes; or


 


(h)              
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 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, 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.


 






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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 in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Notes so modified as to
conform, in the opinion of the Trustee and the Company, to any modification of this Indenture contained in any such supplemental indenture
may, at the Company’s expense, be prepared and executed by the Company, authenticated by the Trustee (or an authenticating agent
duly appointed by the Trustee pursuant to Section 17.10) and delivered in exchange for the Notes then outstanding, upon surrender
of such Notes then outstanding.


 


Section 10.05     
Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee. In addition to the documents required
by Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that
any supplemental indenture executed pursuant hereto complies with the requirements of this Article 10 and is permitted or authorized
by this Indenture; such Opinion of Counsel to include a customary legal opinion stating that such supplemental indenture is the valid
and binding obligation of the Company, subject to customary exceptions and qualifications. The Trustee shall have no responsibility for
determining whether any amendment or supplemental indenture will or may have an adverse effect on any Holder.


 


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 properties and
assets of the Company and its 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:


 


(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; and


 


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


 


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.


 






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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 accrued and unpaid interest on all of the Notes, the due
and punctual delivery 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 properties and assets of the Company and
its 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 may thereafter exercise every right and power of the Company under this Indenture. 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.


 


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.


 






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ARTICLE
12

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


 


Section
12.01      Indenture and
Notes Solely Corporate Obligations. No recourse for the payment of the principal of or accrued and unpaid interest on 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 October 1, 2025 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 October 1, 2025 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 19.8088 shares of Common Stock (subject to adjustment as provided in this Article
14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement
provisions of Section 14.02, the “Conversion Obligation”).


 


(b)               (i)
Prior to the close of business on the Business Day immediately preceding October 1, 2025, 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 ten 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 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 Bid Solicitation Agent (if other than
the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has
requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid
Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless
a Holder of at least $3,000,000 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, at which time the Company shall instruct the
Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company
shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive
Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last
Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the
Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $1,000
principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation
Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid
Solicitation Agent and the Company fails to make such determination 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
set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the
Trustee) in writing. Any such determination will be conclusive absent manifest error, and the trustee and the conversion agent shall
be entitled to conclusively rely on the written notice thereof. If, at any time after the Trading Price condition set forth above
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 date, the Company shall so notify the Holders of the Notes,
the Trustee and the Conversion Agent (if other than the Trustee), in writing, and thereafter neither the Company nor the Bid
Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set
forth in this Indenture) again until a new Holder request is made as provided in this subsection (b)(i).








 






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(ii)             
If, prior to the close of business on the Business Day immediately preceding October 1, 2025, the Company elects to:


 


(A)            
distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection
with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more
than 60 calendar days after the announcement date of such distribution, 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 distribution; or


 


(B)             
distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase
securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common
Stock), which distribution has a per share value, as reasonably determined by the Company in good faith and in commercially reasonable
manner, 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) at least 45 Scheduled
Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued
pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or
triggering event has occurred or will occur); provided, however, that if the Company is then otherwise permitted to settle
conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method
for conversion of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to
such Ex-Dividend Date, in which case the Company shall be required to settle all conversions of Notes with a Conversion Date
occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier,
the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall
describe the same in such notice. 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 distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the
Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection
(b)(ii) if they participate, 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 clause (A) or (B) of this subsection (b)(ii) without having to
convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate as of the Ex-Dividend Date for
such distribution, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.


 






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(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 October 1, 2025, 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 consolidation, merger, binding share exchange,
or transfer or lease of all or substantially all of its assets that occurs prior to the close of business on the Business Day immediately
preceding October 1, 2025, in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets (other
than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental
Change or a Make-Whole Fundamental Change), all or any portion of a Holder’s Notes may be surrendered for conversion at any time
from or after the effective date of such transaction until 35 Scheduled Trading Days after the effective date of such transaction (or,
if the Company gives notice after the effective date of such transaction, until 35 Trading Days after the date the Company gives notice)
or, if such transaction also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the related Fundamental
Change Repurchase Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee), in writing,
as promptly as practicable following the effective date of such transaction, but in no event later than five Business Days after the effective
date of such transaction.


 


(iv)            
 Prior to the close of business on the Business Day immediately preceding October 1, 2025, a Holder may surrender all or
any portion of its Notes for conversion at any time during any fiscal quarter commencing after the fiscal quarter ending on August 31,
2021 (and only during such fiscal 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 fiscal is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. Neither the Trustee
nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the determination of whether the condition
described in the immediately preceding sentence has been met.


 


(v)              
If the Company calls any Note for redemption pursuant to Article 16 prior to the close of business on the Business
Day immediately preceding October 1, 2025, then a Holder may surrender such Called Notes (or a portion thereof) for conversion at any
time prior to the close of business on the Scheduled Trading Day prior to the applicable Redemption Date, even if the Called Notes are
not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery
of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of
such Called Notes may convert such Called Notes (or a portion thereof) during the related Redemption Period. If the Company elects to
redeem less than all of the outstanding Notes for 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 (or if, as permitted by Section 16.02(a), the Company delivers a Notice of Redemption
not less than 15 nor more than 60 calendar days prior to the related Redemption Date, then prior to close of business on the 14th calendar
day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant
to such redemption, then such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as applicable,
at any time before the close of business on the Scheduled Trading Day immediately prior to such Redemption Date, unless the Company defaults
in the payment of the Redemption Price, in which case such Holder or owner, as applicable, shall be entitled to convert all or any portion
of such Note (or any such beneficial interest in any Global Note), as applicable, during the related Redemption Period, and such Note
or beneficial interest will be deemed called for redemption solely for the purposes of such conversion (“Deemed Redemption”).
If a Holder elects to convert Called Notes 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 Called 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 that are not Called Notes will not
be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and will not be entitled to an increase in the Conversion Rate
on account of the Notice of Redemption, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b)
and are converted during the related Redemption Period .


 






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Section 14.02     
Conversion Procedure; Settlement Upon Conversion.


 


(a)        
Subject to this Section 14.02, Section 14.03(b) and Section 14.07(a), upon conversion of any Note,
the Company shall satisfy its Conversion Obligation by paying or delivering, as the case may be, to the converting Holder, in respect
of each $1,000 principal amount of Notes being converted, cash (“Cash Settlement”), shares of Common Stock, together
with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section
14.02 (“Physical Settlement”) or a combination of cash and shares of Common Stock, together with cash, if applicable,
in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Combination
Settlement”), at its election, as set forth in this Section 14.02.


 


(i)             
All conversions of Called Notes for which the relevant Conversion Date occurs during the related Redemption Period shall
be settled using the same Settlement Method, and all conversions for which the relevant Conversion Date occurs on or after October 1,
2025, shall be settled using the same Settlement Method.


 


(ii)            
Except for any conversions of Called Notes for which the relevant Conversion Date occurs during a Redemption Period, and
any conversions for which the relevant Conversion Date occurs on or after October 1, 2025, and except to the extent the Company has irrevocably
elected Physical Settlement pursuant to Section 14.01(b)(ii) in a notice as described in such Section, the Company shall use the same
Settlement Method for all conversions with the same Conversion Date, but the Company shall not have any obligation to use the same Settlement
Method with respect to conversions with different Conversion Dates.


 


(iii)            If,
in respect of any Conversion Date (or any period described in the third immediately succeeding set of parentheses, as the case may
be), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in
respect of such Conversion Date (or such period, as the case may be), the Company, through the Trustee, shall deliver such
Settlement Notice to converting Holders no later than the close of business on the Trading Day immediately following the relevant
Conversion Date (or, in the case of (x) any conversions of Called Notes for which the relevant Conversion Date occurs during the
related Redemption Period, in such Notice of Redemption, (y) any conversions of Notes for which the relevant Conversion Date occurs
on or after October 1, 2025, no later than October 1, 2025 or (z) any conversions of Notes for which the Company has irrevocably
elected Physical Settlement pursuant to Section 14.01(b)(ii) in a notice as described in such section) (in each case, the
 “Settlement Method Election Deadline”). Such Settlement Notice shall specify the relevant Settlement Method and
in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per
$1,000 principal amount of Notes. If the Company does not elect a Settlement Method prior to the relevant Settlement Method Election
Deadline with respect to a conversion, the Company shall no longer have the right to elect a Settlement Method with respect to any
conversion on such Conversion Date or during such period, and the Company shall be deemed to have elected the Default Settlement
Method with respect to such conversion. If the Company delivers a Settlement Notice electing Combination Settlement (or is deemed to
have elected Combination Settlement) in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per
$1,000 principal amount of Notes to be converted in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount
of Notes shall be deemed to be $1,000. For the avoidance of doubt, the Company’s failure to timely elect a Settlement Method
or specify the applicable Specified Dollar Amount shall not constitute a Default under this Indenture.


 






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By written notice to Holders, the Trustee
and the Conversion Agent (if other than the Trustee), the Company may, from time to time, change the Default Settlement Method prior to
October 1, 2025. In addition, by notice to all Holders, the Company may, prior to October 1, 2025, at its option, elect to irrevocably
fix the Settlement Method to any Settlement Method that the Company is then permitted to elect, including Combination Settlement with
a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount
per $1,000 principal amount of Notes at or above a specific amount set forth in such election notice. Concurrently with providing notice
to all Holders of an election to change the Default Settlement Method or irrevocably fix the Settlement Method, the Company shall promptly
either post an announcement on its website or issue a report on Form 8-K (or any successor form) disclosing such Default Settlement Method
or irrevocably fixed Settlement Method. If the Company changes the Default Settlement Method or irrevocably elects to fix the Settlement
Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal
amount of Notes at or above a specific amount, the Company will, after the date of such change or election, as the case may be, inform,
in writing, Holders converting their Notes through the Trustee of such Specified Dollar Amount no later than the relevant Settlement Method
Election Deadline, or, if the Company does not timely notify Holders, such Specified Dollar Amount will be the specific amount set forth
in the election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per
$1,000 principal amount of Notes. Such change in the Default Settlement Method or irrevocable election shall apply for all conversions
of Notes with Conversion Dates occurring subsequent to delivery of such notice; provided, however, that no such change in
the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected)
with respect to any Note. For the avoidance of doubt, such an irrevocable election, if made by the Company, will be effective without
the need to amend this Indenture or the Notes, including pursuant to ‎‎Section
10.01(m). However, the Company may nonetheless choose to execute such an amendment at its option.


 


(iv)            
The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of Notes
(the “Settlement Amount”) shall be computed as follows:


 


(A)             
if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion
by Physical Settlement, the Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being
converted a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date;


 


(B)             
if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion
by Cash Settlement, the Company shall pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted
cash in an amount equal to the sum of the Daily Conversion Values for each of the 40 consecutive Trading Days during the related Observation
Period; and


 


(C)             
if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion
by Combination Settlement, the Company shall pay or deliver, as the case may be, to the converting Holder in respect of each $1,000 principal
amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive Trading
Days during the related Observation Period.


 


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


 


(b)         Subject
to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall
(i) in the case of a Global Note, comply with the applicable procedures of the Depositary in effect at that time and, if required,
pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section
14.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion
Agent as set forth in the Form of Notice of Conversion (or a facsimile, PDF or other electronic transmission thereof) (a notice
pursuant to the applicable procedure of the Depositary or a notice as set forth in the Form of Notice of Conversion, a
 “Notice of Conversion” which notice shall be irrevocable, in either case) 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 and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder
is not entitled as set forth in Section 14.02(h). The Trustee (and if different, the Conversion Agent) shall notify the
Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notes may be surrendered
for conversion by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in
respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section
15.03.


 


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


 






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(c)        
A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion
Date”) that the Holder has complied with the requirements set forth in subsection (b) above. Except as set forth in Section
14.03(b) and Section 14.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the
Conversion Obligation on the second Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement
(provided that, with respect to any Conversion Date following October 1, 2025 where Physical Settlement applies to the related conversion,
the Company shall settle any such conversion on the Maturity Date), or on the second Business Day immediately following the last Trading
Day of the Observation Period, in the case of any other Settlement Method. If any shares of Common Stock are due to a converting Holder,
the Company shall issue or cause to be issued, and deliver (if applicable) to the Conversion Agent or 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 Conversion Agent may refuse to deliver
the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives
a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence.


 






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


 


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


 


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


 


(i)         
The Person in whose name the shares of Common Stock shall be issuable upon conversion shall become the stockholder of record
as of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation by Physical
Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related Conversion Obligation
by Combination Settlement), as the case may be. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered
for conversion.


 









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(j)                The
Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of delivering
any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion Date (or, if such Conversion
Date is not a Trading Day, the immediately preceding Trading Day), in the case of Physical Settlement, or based on the Daily VWAP for
the last Trading Day of the relevant Observation Period, in the case of Combination Settlement. For each Note surrendered for conversion,
if the Company has elected (or is deemed to have elected) Combination Settlement, the full number of shares that shall be issued upon
conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any
fractional shares remaining after such computation shall be paid in cash.


 


Section 14.03   
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or
a Notice of Redemption(a). (a) If (i) the Effective Date of a Make-Whole Fundamental Change
occurs prior to the Maturity Date or (ii) the Company delivers a Notice of Redemption with respect to any or all of the Notes as provided
for under Section 16.02 and, in each case, a Holder elects to convert its Notes (or any portion thereof) in connection with such
Make-Whole Fundamental Change or Notice of Redemption, as applicable, 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 Notice of Conversion is received by the Conversion Agent during the period beginning
on, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to
the related Fundamental Change Repurchase Date (or, in the case of an Exempted Fundamental Change or a Make-Whole Fundamental Change that
would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following
the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”).
A conversion of Notes shall be deemed for these purposes to be “in connection with” such Notice of Redemption to the extent
the relevant Notice of Conversion is with respect to Called Notes and is received by the Conversion Agent during the related Redemption
Period. For the avoidance of doubt, the Company shall increase the Conversion Rate in connection with a Notice of Redemption only with
respect to conversions of Called Notes, and not of Notes that are not Called Notes. Accordingly, if the Company elects to redeem less
than all of the outstanding Notes as described under Article 16, Holders of Notes that are not Called Notes shall not be entitled
to an increased Conversion Rate for conversions of such Notes (on account of the Notice of Redemption) during the related Redemption Period,
except in the limited circumstances set forth under Section 14.01(b)(v).


 


(b)               Upon
surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or Notice of Redemption, the Company shall, at
its option, satisfy the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in
accordance with Section 14.02; provided, however, that if, at the effective time of a Make-Whole Fundamental Change
described in clause (b) of the definition of “Fundamental Change,” the Reference Property following such Make-Whole
Fundamental Change is composed entirely of cash, for any conversion of Notes following the Effective Date of such Make-Whole
Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and shall be
deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to the Conversion Rate (including any increase
to reflect the Additional Shares), multiplied by such Stock Price. In such event, the Conversion Obligation shall be
determined and paid to Holders in cash on the fifth Business Day following the Conversion Date. The Company shall notify the Holders
of the Effective Date of any Make-Whole Fundamental Change no later than five Business Days after such Effective Date.


 






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(c)              
The number of Additional Shares, if any, by which the Conversion Rate shall be increased for conversions in connection with
a Make-Whole Fundamental Change or a Notice of Redemption shall be determined by reference to the table below, based on the date on which
the Make-Whole Fundamental Change occurs or becomes effective or the date of delivery of the Notice of Redemption, as the case may be
(in each case, the “Effective Date”), and the price paid (or deemed to be paid) per share of the Common Stock in the
Make-Whole Fundamental Change or determined with respect to the Notice of Redemption, as the case may be (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 applicable Effective Date of the Make-Whole Fundamental Change or
the date of delivery of the Notice of Redemption, as the case may be. If a conversion of Called Notes 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 Effective Date of the written Notice of Redemption or the Make-Whole
Fundamental Change, as applicable, and the later event will be deemed not to have occurred for purposes of this Section 14.03.


 


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


 






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The following table sets forth the number of Additional Shares 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 set forth below:


 


	 	Stock
    Price
	Effective
    Date	 	$	38.10	 	$	40.00	 	$	45.00	 	$	50.48	 	$	60.00	 	$	65.63	 	 	$	80.00	 	$	90.00	 	$	130.00	 	$	150.00	 	$	200.00	 	$	250.00	 
	March 29, 2021	 	 	6.4379	 	 	5.8543	 	 	4.6138	 	 	3.6143	 	 	2.4458	 	 	1.9730	 	 	 	1.1886	 	 	0.8579	 	 	0.2626	 	 	0.1487	 	 	0.0295	 	 	0.0000	 
	April 1, 2022	 	 	6.4379	 	 	5.8403	 	 	4.5131	 	 	3.4592	 	 	2.2540	 	 	1.7786	 	 	 	1.0138	 	 	0.7048	 	 	0.1851	 	 	0.0956	 	 	0.0117	 	 	0.0000	 
	April 1, 2023	 	 	6.4379	 	 	5.7483	 	 	4.3207	 	 	3.2092	 	 	1.9773	 	 	1.5094	 	 	 	0.7911	 	 	0.5194	 	 	0.1071	 	 	0.0470	 	 	0.0012	 	 	0.0000	 
	April 1, 2024	 	 	6.4379	 	 	5.5855	 	 	4.0184	 	 	2.8340	 	 	1.5877	 	 	1.1444	 	 	 	0.5193	 	 	0.3091	 	 	0.0412	 	 	0.0121	 	 	0.0000	 	 	0.0000	 
	April 1, 2025	 	 	6.4379	 	 	5.3283	 	 	3.5120	 	 	2.2120	 	 	0.9958	 	 	0.6293	 	 	 	0.2075	 	 	0.1006	 	 	0.0038	 	 	0.0000	 	 	0.0000	 	 	0.0000	 
	April 1, 2026	 	 	6.4379	 	 	5.1913	 	 	2.4133	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 



 


(e)              
The exact Stock Price and Effective 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 is between two Effective Dates in
the table, the number of Additional Shares by which the Conversion Rate shall be increased shall be determined by a straight-line interpolation
between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as
applicable, based on a 365-day year;


 


(ii)             
if the Stock Price is greater than $250.0 per share (subject to adjustment in the same manner as the Stock Prices set forth
in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion
Rate; and


 


(iii)            
if the Stock Price is less than $38.10 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 26.2467 shares of Common Stock, subject to adjustment in the same manner
as the Conversion Rate pursuant to Section 14.04.


 


(f)               
Nothing in this Section 14.03 shall prevent an adjustment to the Conversion Rate that would otherwise be required
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.


 






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(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, the Conversion Rate shall be adjusted based on the following formula:


 


	CR1 = CR0 ×	
    OS1

	OS0


 


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;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or Effective Date, as applicable;
	 	 	 
	OS0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date, as applicable (before giving effect to any such dividend, distribution, split or combination); and
	 	 	 
	OS1	=	the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.


 


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


 


(b)              
If the Company distributes to all or substantially all holders of the Common Stock any rights, options or warrants (other
than pursuant to a stockholder rights plan) entitling them, for a period of not more than 60 calendar days after the announcement date
of such distribution, 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 distribution, the Conversion Rate shall be increased based on the following formula:


 


	CR1 = CR0 ×	
    OS0
    + X
	 
	OS0 + Y	 


 






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where,


 







	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
	 	 	 
	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 distributable 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 distribution 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 distributed and shall become effective immediately after
the open of business on the Ex-Dividend Date for such distribution. 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 distribution 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 distributed, the Conversion Rate
shall be decreased to the Conversion Rate that would then be in effect if such Ex-Dividend Date for such distribution 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 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 of such distribution, 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 in good faith and in a commercially
reasonable manner.


 


(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 (i) 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), (ii) except as otherwise provided in Section 14.11, rights issued
pursuant to any stockholder rights plan of the Company then in effect, (iii) distributions of Reference Property in exchange for, or
upon conversion of, Common Stock in a Merger Event, (iv) dividends or distributions paid exclusively in cash as to which the
provisions set forth in Section 14.04(d) shall apply, and (v) 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:


 


	CR1 = CR0 ×	
    SP0
	 
	SP0 − FMV	 


 






    67


     


    

 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
	 	 	 
	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 in good faith and in a commercially reasonable manner) 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.


 


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:


 


	CR1 = CR0 ×	
    FMV0
    + MP0
	 
	MP0	 


 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the end of the Valuation Period;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the end of the Valuation Period;



 






    68


     


    

 


	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”); and
	 	 	 
	MP0	=	the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.


 


The adjustment to the Conversion Rate under the
preceding paragraph shall occur at the close of business on the last Trading Day of the Valuation Period; provided that (x) in
respect of any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during the Valuation
Period, the reference 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 of such Spin-Off to, and including, the Conversion Date in determining
the Conversion Rate and (y) in respect of any conversion of Notes for which Cash Settlement or Combination Settlement is applicable, for
any Trading Day that falls within the relevant Observation Period for such conversion and within the Valuation Period, the reference 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 of such Spin-Off to, and including, such Trading Day in determining the Conversion Rate as of such
Trading Day of such Observation Period. If any dividend or distribution that constitutes a Spin-Off is declared but not so paid or made,
the Conversion Rate shall be immediately decreased, effective as of the date the Board of Directors determines not to pay or make such
dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or
announced.


 


For purposes of this Section 14.04(c)
(and subject in all 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.


 






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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 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:


 


	CR1 = CR0 ×	
    SP0
	 
	SP0 − C	 


 






    70


     


    

 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the open of business on 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 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
it holds, at the same time and upon the same terms as holders of shares of the Common Stock, the amount of cash that such Holder would
have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the Ex-Dividend Date for such cash
dividend or distribution.


 


(e)              
If the Company or any of its Subsidiaries make a payment in respect of a tender or exchange offer for the Common Stock that
is subject to the then-applicable tender offer rules under the Exchange Act (other than any 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:


 


	 	CR1 = CR0 x 	
    AC + (SP1
    x OS1)
	 
	 	 	OS0 x SP1	 


 


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;
	 	 	 
	CR1	=	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 date such tender or exchange offer expires;
	 	 	 
	AC	=	the aggregate value of all cash and any other consideration (as determined by the Company in good faith and in a commercially reasonable manner) paid or payable for shares of Common Stock purchased in such tender or exchange offer;



 






    71


     


    

 


	OS0	=	the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);
	 	 	 
	OS1	=	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and
	 	 	 
	SP1	=	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 date such tender or exchange offer expires.


 


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 (x) in respect of any conversion of Notes for
which Physical Settlement is applicable, if the relevant Conversion Date occurs during the 10 Trading Days immediately following, and
including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references to “10” or “10th”
in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading
Day next succeeding the date that such tender or exchange offer expires to, and including, the Conversion Date in determining the Conversion
Rate and (y) in respect of any conversion of Notes for which Cash Settlement or Combination Settlement is applicable, for any Trading
Day that falls within the relevant Observation Period for such conversion and within the 10 Trading Days immediately following, and including,
the Trading Day next succeeding the expiration date of any tender or exchange offer, references to “10” or “10th”
in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed 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 of such Observation Period.


 


If the Company or one of its Subsidiaries is obligated
to purchase shares of Common Stock pursuant to any such tender or exchange offer described in this Section 14.04(e) but the Company
or such Subsidiary is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded, the
Conversion Rate shall be readjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been
made or had been made only in respect of the purchases that have been made.


 


(f)               
Notwithstanding this Section 14.04 or any other provision of this Indenture or the Notes, if a Conversion Rate adjustment
becomes effective on any Ex-Dividend Date, and a Holder that has converted its Notes on or after such Ex-Dividend Date and on or prior
to the related Record Date would be treated as the record holder of the shares of Common Stock as of the related Conversion Date as described
under Section 14.02(i) based on an adjusted Conversion Rate for such Ex-Dividend Date, then, notwithstanding the Conversion Rate
adjustment provisions in this Section 14.04, the Conversion Rate adjustment relating to such Ex-Dividend Date shall not be made
for such converting Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the shares of Common Stock
on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.


 






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


 


(h)              
In addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this Section 14.04, and subject
to applicable exchange listing rules, the Company from time to time may increase the Conversion Rate by any amount for a period of at
least 20 Business Days if the Company determines that such increase would be in the Company’s best interest. In addition, subject
to applicable exchange listing rules, 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.


 


(i)                
Notwithstanding anything to the contrary in this Article 14, 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 clause (a), (b) or (c) of this Section 14.04;


 


(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 benefit or incentive plan or program (including pursuant to any evergreen plan) of or assumed
by the Company or any of the Company’s Subsidiaries;


 


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


 


(vi)            
upon the repurchase of any shares of Common Stock pursuant to an open market share purchase program or other buy-back transaction,
including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives, or other
buy-back transaction, that is not a tender offer or exchange offer of the kind described under clause (e) of this Section 14.04;


 






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


 


(viii)         
for accrued and unpaid interest, if any.


 


(j)               
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)              
If an adjustment to the Conversion Rate otherwise required by this Section 14.04 would result in a change of
less than 1% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such
adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (i)
when all such deferred adjustments would result in an aggregate change of at least 1% to the Conversion Rate, (ii) on the Conversion Date
for any Notes (in the case of Physical Settlement), (iii) on each Trading Day of any Observation Period related to any conversion of Notes
(in the case of Cash Settlement or Combination Settlement), (iv) October 1, 2025, (v) on any date on which the Company delivers a Notice
of Redemption, and (vi) on the effective date of any Fundamental Change and/or Make-Whole Fundamental Change, in each case, unless the
adjustment has already been made.


 


(l)               
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. 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.


 


(m)             
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, without
limitation, an Observation Period and the period for determining the Stock Price for purposes of a Make-Whole Fundamental Change or
a Notice of Redemption), the Company shall make appropriate adjustments in good faith and in a commercially reasonable manner 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.


 






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For the avoidance of doubt, the adjustments made
pursuant to the foregoing paragraph shall be made, solely to the extent the Company determines in good faith and in a commercially reasonable
manner that any such adjustment is appropriate, without duplication of any adjustment made pursuant to Section 14.04.


 


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


 


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


 


(a)         
In the case of:


 


(i)              
any recapitalization, reclassification or change of the Common Stock (other than a change to par value, or from par value
to no par value, or changes resulting from a subdivision or combination),


 


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


 


(iii)            
any sale, lease or other transfer to a third party of the consolidated assets of the Company and the Company’s Subsidiaries
substantially as an entirety 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 “Merger Event”), then, at and after the effective time of such Merger 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 Merger 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 Merger Event
and, prior to or at the effective time of such Merger Event, the Company or the successor or purchasing 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
Merger Event (A) the Company or the successor or acquiring company, as the case may be, shall continue to have the right to
determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with Section
14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with Section 14.02 shall continue
to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the
Notes in accordance with Section 14.02 shall instead be deliverable in the amount and type of Reference Property that a
holder of that number of shares of Common Stock would have received in such Merger Event and (III) the Daily VWAP shall be
calculated based on the value of a unit of Reference Property.


 






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If the Merger 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. 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 practicable after such determination is made. If the holders of the Common Stock receive only cash in such
Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Merger 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 Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying cash
to converting Holders on the fifth Business Day immediately following the relevant Conversion Date.


 


The supplemental indenture described in the second
immediately preceding paragraph providing that the Notes will convertible into Reference Property (other than cash) shall also 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. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including
any combination thereof), other than cash and/or cash equivalents, of a Person other than the Company or the successor or acquiring company,
as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person, if such 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 as the Company shall in good faith 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 Merger 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.


 






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(c)              
The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 14.07.
None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or
a combination of cash and shares of Common Stock, as applicable, as set forth in Section 14.01 and Section 14.02 prior to
the effective date of such Merger Event.


 


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


 


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


 


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


 


(c)              
The Company further covenants that if at any time the Common Stock shall be listed on any national securities exchange or
automated quotation system the Company will list and 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 14. 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 until the Company has delivered to the Trustee and the
Conversion Agent the notices referred to in Section 14.01(b) with respect to the commencement or termination of such
conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, 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).


 






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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; or


 


(b)              
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), 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, as promptly as possible but in any event at least
10 days prior to the applicable date hereinafter specified, a notice stating (i) 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, or (ii) the date on which
such dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders
of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such dissolution,
liquidation or winding-up. 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, 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,
and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be
provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion
of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights
plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders
of the Common Stock Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration,
termination or redemption of such rights.


 






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Section 14.12   
Exchange in Lieu of Conversion.


 


(a)              
When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”),
direct the Conversion Agent, in writing, to surrender, on or prior to the Trading Day immediately following the Conversion Date, such
Notes to one or more financial institutions designated by the Company, in writing by the Company to the Conversion Agent (each, a “Designated
Financial Institution”), for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated
Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of
Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount
agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company
makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify
in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company
has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline
for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be.


 


(b)              
Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures
of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or
deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the
Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time,
required pursuant to this Indenture as if the Company had not made the Exchange Election.


 


(c)              
The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange
does not require such Designated Financial Institution(s) to accept any Notes.


 


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 (other than an Exempted 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 properly surrendered and not validly withdrawn pursuant to Section
15.03 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 interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase
Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest
Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and
unpaid interest, if any, to Holders of record as of such Regular Record Date on, or at the Company’s election, before such
Interest Payment 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.


 






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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 Depositary’s 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 Corporate Trust Office of the Paying Agent, or
book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the applicable procedures of the Depositary, in each
case, such delivery or transfer being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor.


 


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


 


(iii)           
the certificate numbers of the Notes to be delivered for repurchase;


 


(iv)            
the portion of the principal amount of Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and


 


(v)              
that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture.


 


If the Notes are Global Notes, to exercise the
Fundamental Change repurchase right, Holders must surrender their Notes in accordance with applicable Depositary procedures.


 


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


 


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


 






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(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 and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a written notice (the
 “Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of the repurchase
right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail
or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each Fundamental
Change Company Notice shall specify:


 


(i)                
the events causing the Fundamental Change;


 


(ii)             
the effective date of the Fundamental Change;


 


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


 


(iv)            
the Fundamental Change Repurchase Price;


 


(v)              
the Fundamental Change Repurchase Date;


 


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


 


(vii)         
if applicable, the Conversion Rate and any adjustments to the Conversion Rate as a result of the Fundamental Change (or
related Make-Whole Fundamental Change);


 


(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, the Trustee 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
anything to the contrary in this Article 15, the Company shall not be required to repurchase or 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 above.


 






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(e)              
Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon
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 of the Depositary 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.


 


(f)               
Notwithstanding anything to the contrary in this Section 15.02, the Company shall not be required to send a Fundamental
Change Company Notice, or offer to repurchase or repurchase any Notes, as set forth in this ‎Article
15, in connection with a Fundamental Change occurring pursuant to clause (b)(A) or (B) (or pursuant to clause (a) that also constitutes
a Fundamental Change occurring pursuant to clause (b)(A) or (B)) of the definition thereof, if: (i) such Fundamental Change constitutes
a Share Exchange Event whose Reference Property consists entirely of cash in U.S. dollars; (ii) immediately after such Fundamental Change,
the Notes become convertible (pursuant to ‎Section 14.07
and, if applicable, Section 14.03) into consideration that consists solely of U.S. dollars in an amount per $1,000 principal amount of
Notes that equals or exceeds the Fundamental Change Repurchase Price per $1,000 principal amount of Notes (calculated assuming that the
same includes the maximum amount of accrued but unpaid interest payable as part of the Fundamental Change Repurchase Price for such Fundamental
Change); and (iii) the Company timely sends the notice relating to such Fundamental Change required pursuant to ‎Section
14.01(b)(iii). Any Fundamental Change with respect to which, in accordance with the provisions described in this Section 15.02(f), the
Company is not required to offer to repurchase any Notes is referred to as herein as an “Exempted Fundamental Change.”


 


Section 15.03   
Withdrawal of Fundamental Change Repurchase Notice. (a) A Fundamental Change Repurchase Notice may be withdrawn
(in whole or in part) in respect of Physical Notes by means of a written notice of withdrawal delivered to the Corporate Trust 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 $1,000
or an integral multiple thereof,


 


(ii)             
the certificate number of the Note in respect of which such notice of withdrawal is being submitted, and


 






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(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;


 


If the Notes are Global Notes, Holders may withdraw
their Notes subject to repurchase at any time prior to the close of business on the Business Day immediately preceding the Fundamental
Change Repurchase Date in accordance with applicable procedures of the Depositary.


 


Section 15.04   
Deposit of Fundamental Change Repurchase Price. (a) The Company will deposit with the Trustee (or other Paying
Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided
in Section 4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date 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 Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and
not validly 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 Trustee (or other Paying Agent appointed by the
Company) 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 Trustee shall, promptly
after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase
Price.


 


(b)              
If by 11:00 a.m. New York City time, on the Fundamental Change Repurchase Date, there has been irrevocably deposited with
the Trustee (or other Paying Agent appointed by the Company) money sufficient to pay the Fundamental Change Repurchase Price (and, to
the extent not included in the Fundamental Change Repurchase Price, accrued and unpaid interest, if applicable) of the Notes to be repurchased
on such Fundamental Change Repurchase Date, then, with respect to the Notes that have been properly surrendered for repurchase and have
not been validly withdrawn, (i) such Notes will cease to be outstanding, (ii) interest will cease to accrue on such Notes (whether or
not book-entry transfer of the Notes has been made or whether or not the Notes have been delivered to the Trustee or Paying Agent) and
(iii) all other rights of the Holders of such Notes will terminate (other than the right to receive the Fundamental Change Repurchase
Price and, to the extent not included in the Fundamental Change Repurchase Price, accrued and unpaid interest, if applicable).


 


(c)              
Upon surrender of a 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.


 






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Section 15.05   
Covenant to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase offer upon a
Fundamental Change pursuant to this Article 15, 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.


 


To the extent that, as a result of a change in
law occurring after the first date on which the Notes are issued, the provisions of any securities laws or regulations conflict with the
provisions of this Indenture relating to the Company’s obligations to repurchase the Notes upon a Fundamental Change, the Company
shall comply with the applicable securities laws and regulations and shall 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. The Notes shall not be redeemable by the Company prior to April 6, 2024. On or after April 6,
2024, the Company may redeem (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), including the Trading Day immediately
preceding the date on which the Company provides the Notice of Redemption in accordance with Section 16.02, during any 30 consecutive
Trading Day period ending on, and including, the Trading Day immediately preceding the date on which the Company provides the Notice of
Redemption 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 received by the Trustee not less than 5 Business Days prior
to the date such Notice of Redemption is to be sent (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 “Notice of Redemption”) not less than 45 nor more than 60 Scheduled Trading Days prior to the
Redemption Date to each Holder 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 and the Paying Agent (if other than the
Trustee); provided further that if, in accordance with the provisions described in Section 14.02(a)(iii), the Company elects through
delivery of a Settlement Notice to settle all conversions of Called Notes with a Conversion Date that occurs during the related
Redemption Period, by Physical Settlement, then the Company may instead elect to choose a Redemption Date that is a Business Day not
less than 15 nor more than 60 calendar days after the date the Company sends such Notice of Redemption to each Holder so to be
redeemed as a whole or in part. The Redemption Date must be a Business Day and the Company may not specify a Redemption Date that
falls on or after the 41st Scheduled Trading Day immediately preceding the Maturity Date.


 






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(b)              
The Notice of Redemption, 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 Notice of Redemption or any defect in the Notice of
Redemption 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 Notice of Redemption 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 interest
thereon, if any, shall cease to accrue on and after the Redemption Date;


 


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


 


(v)              
that Holders of Called Notes may surrender their Notes for conversion at any time prior to the close of business on the
Scheduled Trading Day immediately preceding the Redemption Date;


 


(vi)            
the procedures a converting Holder must follow to convert its Called Notes and the Settlement Method and Specified Dollar
Amount, if applicable;


 


(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.


 


A Notice of Redemption shall be irrevocable.


 






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(d)              
 If the Company elects to redeem fewer than all of the outstanding Notes, at least $75.0 million aggregate
principal amount of Notes must be outstanding and not subject to redemption as of the date of the relevant Redemption Notice (such requirement,
the “Partial Redemption Limitation”).  If the Company decides to redeem fewer than all of the outstanding Notes
and the Notes to be redeemed are Global Notes, the Notes to be redeemed shall be selected by the Depositary in accordance with the applicable
procedures of the Depositary. If the Company decides to redeem fewer than all of the outstanding Notes and the Notes to be redeemed are
not Global Notes, the Notes to be redeemed will be selected by the Trustee by a method that is similar to the selection procedures the
Depositary would have applied if the Notes had been Global Notes. 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 the portion
selected for redemption, subject, in the case of Notes represented by a Global Note, to the Depositary’s applicable procedures.


 


Section 16.03   
Payment of Notes Called for Redemption. (a) If any Notice of Redemption 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
Notice of Redemption and at the applicable Redemption Price. On presentation and surrender of the Notes at the place or places stated
in the Notice of Redemption, the Notes shall be paid and redeemed by the Company at the applicable Redemption Price.


 


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


 


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


 


ARTICLE
17

MISCELLANEOUS PROVISIONS


 


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


 


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


 






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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 overnight courier or 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 Accolade, Inc., 660 W. Germantown Pike, Suite
500, Plymouth Meeting, PA. 19462, Attention: Chief Financial Officer. Any notice, direction, request or demand hereunder to or upon the
Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or served by being deposited postage prepaid
by registered or certified mail in a post office letter box addressed to the Corporate Trust Office or sent electronically in PDF format
to an email address specified by the Trustee.


 


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


 


Any notice or communication delivered or to be
delivered to a Holder of Physical Notes shall be mailed to it by first class mail, postage prepaid, at its address as it appears on the
Note Register and shall be sufficiently given to it if so mailed within the time prescribed. Any notice or communication delivered or
to be delivered to a Holder of Global Notes shall be delivered in accordance with the applicable procedures of the Depositary and shall
be sufficiently given to it if so delivered within the time prescribed. Notwithstanding any other provision of this Indenture or any Note,
where this Indenture or any Note provides for notice of any event (including any Fundamental Change Company Notice) to a Holder of a Global
Note (whether by mail or otherwise), such notice shall be sufficiently given if 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 the Depositary’s
applicable procedures.


 


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.


 






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


 


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


 


Section 17.05   
Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application
or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested
by the Trustee, furnish to the Trustee an Officer’s Certificate stating that such action is permitted by the terms of this Indenture.


 


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, Section 7.02(h), and Section 8.04)
shall include (a) a statement that the person signing such certificate is familiar with the requested action and this Indenture; (b) a
brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate
is based; (c) 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 (d) 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; provided that no Opinion of Counsel shall be required to be delivered in connection with (1)
the original issuance of Notes on the date hereof under this Indenture, (2) the mandatory exchange of the restricted CUSIP of the Restricted
Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes becoming freely tradable by
non-Affiliates of the Company under Rule 144, or (3) a request by the Company that the Trustee deliver a notice to Holders under this
Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion
of Counsel may rely on an Officer’s Certificate or certificates of public officials.


 


Notwithstanding anything to the contrary in this
Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel
in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request,
such Opinion of Counsel.


 






    88


     


    

 


Section 17.06   
Legal Holidays. In any case where any Interest Payment Date, any Fundamental Change Repurchase Date, any
Redemption Date or the Maturity Date is not a Business Day or is not a Valid Payment Date, then any action to be taken on such date need
not be taken on such date, but may be taken on the next succeeding Business Day with the same force and effect as if taken on such date,
and no interest shall accrue in respect of the delay.


 


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 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.


 






    89


     


    

 


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 Officer


 


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, PDF or other electronic transmission shall constitute effective execution and delivery of this Indenture
as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted
by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this Indenture as to the other
parties hereto shall be deemed to be their original signatures 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,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it
being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry
to resume performance as soon as practicable under the circumstances.


 






    90


     


    

 


Section 17.15   
Calculations. Except as otherwise provided herein, 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 Last Reported Sale Prices of the Common
Stock, the Daily VWAPs, the Daily Conversion Values, the Daily Settlement Amounts, accrued interest payable on the Notes and the Conversion
Rate of the Notes. 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 Trustee 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. The Trustee will not be obligated to make or confirm any calculations
called for under this Indenture or the Notes.


 


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


 


Section 17.17   
Electronic Signatures. All notices, approvals, consents, requests and any communications hereunder must be
in writing (provided that any communication sent to the Trustee hereunder must be in the form of a document that is signed manually or
by way of a digital signature provided by DocuSign (or such other digital signature provider as specified in writing to Trustee by the
authorized representative), in English). The Company agrees to assume all risks arising out of the use of using digital signatures and
electronic methods to submit communications to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions,
and the risk of interception and misuse by third parties.


  


[Remainder of page intentionally left blank]


 






    91


     


    

 


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


  


	 	ACCOLADE, INC.
	 	 
	 	By:	/s/ Richard Eskew
	 	 	Name: Richard Eskew
	 	 	Title: Executive Vice President, General 

Counsel and Chief Compliance Officer
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
 as Trustee
	 	 
	 	By:	/s/ Joshua A. Hahn
	 	 	Name: Joshua A. Hahn
	 	 	Title: Vice President




 






     


     


    








 


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 ACCOLADE, INC. (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


 






    A-1


     


    

 


(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 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.]


 






    A-2


     


    

 


Accolade, Inc.


 


0.50% Convertible Senior Notes due 2026


 
	No. [__]	 	 	 	[Initially]1 $[__________]


 


CUSIP No. [__________]2


 


Accolade, Inc., a corporation duly organized and
validly existing under the laws of the State of Delaware (the “Company,” which term includes any successor corporation
or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to [CEDE & CO.]3
[__________]4, or registered
assigns, the principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]5
[of $[__________]]6, which
amount, taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed
$287,500,000 in aggregate at any time , in accordance with the rules and applicable procedures of the Depositary, on April 1, 2026, and
interest thereon as set forth below.


 


This Note shall bear interest at the rate of 0.50%
per year from March 29, 2021, or from the most recent date to which interest has been paid or provided for to, but excluding, the next
scheduled Interest Payment Date until the principal and all accrued and unpaid interest are paid or duly provided for. Interest is payable
semi-annually in arrears on each April 1 and October 1, commencing on October 1, 2021, to Holders of record at the close of business on
the preceding March 15 and September 15 (whether or not such day is a Business Day), respectively. Additional Interest will be payable
as set forth in Section 4.06(c), Section 4.06(d) 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 include Additional Interest if, in such context, Additional
Interest is, was or would be payable pursuant to any of such Section 4.06(c), Section 4.06(d) or Section 6.03, and
any express mention of the payment of Additional Interest in any provision therein shall not be construed as excluding Additional Interest
in those provisions thereof where such express mention is not made.


 


Any Defaulted Amounts shall accrue interest per
annum at the rate borne by the Notes, subject to the enforceability thereof under applicable law, from, and including, the 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.


 





 






1
Include if a global note.


2
This Note will be deemed to be identified by CUSIP No. [__________] from and after such time when (i) the Company delivers,
pursuant to Section 2.05(c) of the within-mentioned Indenture, written notice to the Trustee of the occurrence of the Resale Restriction
Termination Date and the removal of the restrictive legend affixed to this Note and (ii) this Note is identified by such CUSIP number
in accordance with the applicable procedures of the Depositary.


3
Include if a global note.


4
Include if a physical note.


5
Include if a global note.


6 Include if a physical note.


 






    A-3


     


    

 


The Company shall pay the principal of and interest
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 designated Corporate
Trust Office, as a place where Notes may be presented for payment or for registration of transfer and exchange.


 


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


 


This Note, and any claim, controversy or dispute
arising under or related to this Note, shall be construed in accordance with and governed by the laws of the State of New York.


 


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 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.


 


ACCOLADE, INC.


 


	 	By:	            
	 	Name: Richard Eskew
	 	Title: Executive Vice President, General
    Counsel and Chief Compliance Officer




 


Dated: March 29, 2021


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


U.S. BANK NATIONAL ASSOCIATION

as Trustee, certifies that this is one of the Notes

described in the within-named Indenture.


 


	By:	 	 
	 
	Authorized Officer
	 






 



    A-5


     


    




 


[FORM OF REVERSE OF NOTE]


 


Accolade, Inc.


 


0.50% Convertible Senior Notes due 2026


 


This Note is one of a duly authorized issue of
Notes of the Company, designated as its 0.50% Convertible Senior Notes due 2026 (the “Notes”), limited to the aggregate
principal amount of $287,500,000 all issued or to be issued under and pursuant to an Indenture dated as of March 29, 2021 (the “Indenture”),
between the Company and U.S. Bank National Association (the “Trustee”), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject
to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the respective
meanings set forth in the Indenture.


 


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


 


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


 


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


 


Each Holder shall have the right to receive payment
or delivery, as the case may be, of (x) the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if
applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due upon conversion of, this Note at the place,
at the respective times, at the rate and in the lawful money or shares of Common Stock, as the case may be, herein prescribed.


 






    A-6


     


    

 


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.


 


The Notes shall be redeemable at the Company’s
option on or after April 6, 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 (other
than an Exempted Fundamental Change), the Holder has the right, at such Holder’s option, to require the Company to repurchase for
cash all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or integral multiples thereof) on the Fundamental
Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price.


 


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


 






    A-7


     


    

 


ABBREVIATIONS


 


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


 


TEN COM = as tenants in common


 


UNIF GIFT MIN ACT = Uniform Gifts to Minors Act


 


CUST = Custodian


 


TEN ENT = as tenants by the entireties


 


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


 


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


 


 






    A-8


     


    

 


SCHEDULE A 7


 


SCHEDULE OF EXCHANGES OF NOTES


 


Accolade, Inc.


0.50% 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
	 	 	 	 	 


 





 









7 Include if a global note.


 


  












    Schedule A- 1


     


    

 


ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


		To:	U.S. Bank National Association

60 Livingston Ave

Saint Paul, MN 55107

Attention: Accolade, Inc. Administrator



 


The undersigned registered owner of this Note hereby
exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below
designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, 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.


 


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)	 




 









     Attachment 1 - 1


     


    

 


Please print name and address


 


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




 


 






     Attachment 1 - 2


     


    

 


ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


		To:	U.S. Bank National Association

60 Livingston Ave

Saint Paul, MN 55107

Attention: Accolade, Inc. Administrator



 


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


 


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


 


Dated:


 


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




 


 









     Attachment 2 - 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 Accolade, Inc. 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.



 









     Attachment 3 - 1


     


    

 


	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.













 









     Attachment 3 - 2