Exhibit 4.1


 





 



 





 



 


 


Haemonetics
Corporation


 


and


 


U.S. BANK NATIONAL ASSOCIATION


 


as Trustee





 



 




INDENTURE


 


Dated as of March 5, 2021







 



 


0.00% Convertible Senior Notes due 2026


 


 



 





 



 






     


     


    

 





TABLE OF CONTENTS


 


Page


 




	Article 1. Definitions; Rules of Construction	1
	Section 1.01.	Definitions	1
	Section 1.02.	Other Definitions	13
	Section 1.03.	Rules of Construction	13
	Article 2. The Notes	14
	Section 2.01.	Form, Dating and Denominations	14
	Section 2.02.	Execution, Authentication and Delivery	14
	Section 2.03.	Initial Notes and Additional Notes	15
	Section 2.04.	Method of Payment	15
	Section 2.05.	No Regular Interest; Defaulted Amounts; When Payment Date is Not a Business Day	16
	Section 2.06.	Registrar, Paying Agent and Conversion Agent	17
	Section 2.07.	Paying Agent and Conversion Agent to Hold Property in Trust	17
	Section 2.08.	Holder Lists	18
	Section 2.09.	Legends	18
	Section 2.10.	Transfers and Exchanges; Certain Transfer Restrictions	19
	Section 2.11.	Exchange and Cancellation of Notes to Be Converted, Redeemed or Repurchased	24
	Section 2.12.	Removal of Transfer Restrictions	25
	Section 2.13.	Replacement Notes	25
	Section 2.14.	Registered Holders; Certain Rights with Respect to Global Notes	26
	Section 2.15.	Cancellation	26
	Section 2.16.	Notes Held by the Company or its Affiliates	26
	Section 2.17.	Temporary Notes	26
	Section 2.18.	Outstanding Notes	27
	Section 2.19.	Repurchases by the Company	27
	Section 2.20.	CUSIP Numbers	28
	Article 3. Covenants	28
	Section 3.01.	Payment on Notes	28
	Section 3.02.	Exchange Act Reports	28
	Section 3.03.	Rule 144A Information	29
	Section 3.04.	Special Interest	29
	Section 3.05.	Compliance and Default Certificates	30
	Section 3.06.	Stay, Extension and Usury Laws	30
	Section 3.07.	Corporate Existence	30
	Section 3.08.	Restriction on Acquisition of Notes by the Company and its Affiliates	31
	Section 3.09.	Further Instruments and Acts	31



 






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	Article 4. Repurchase and Redemption	31
	Section 4.01.	No Sinking Fund	31




	Section 4.02.	Right of Holders to Require the Company to Repurchase Notes upon a Fundamental Change	31
	Section 4.03.	Right of the Company to Redeem the Notes	35
	Article 5. Conversion	38
	Section 5.01.	Right to Convert.	38
	Section 5.02.	Conversion Procedures	41
	Section 5.03.	Settlement upon Conversion	43
	Section 5.04.	Reserve and Status of Common Stock Issued upon Conversion	46
	Section 5.05.	Adjustments to the Conversion Rate	46
	Section 5.06.	Voluntary Adjustments	57
	Section 5.07.	Adjustments to the Conversion Rate in Connection with a Make-Whole Fundamental Change	57
	Section 5.08.	[Reserved]	58
	Section 5.09.	Effect of Common Stock Change Event	58
	Article 6. Successors	60
	Section 6.01.	When the Company May Merge, Etc.	60
	Section 6.02.	Successor Corporation Substituted	61
	Article 7. Defaults and Remedies	61
	Section 7.01.	Events of Default	61
	Section 7.02.	Acceleration	63
	Section 7.03.	Sole Remedy for a Failure to Report	64
	Section 7.04.	Other Remedies	65
	Section 7.05.	Waiver of Past Defaults	65
	Section 7.06.	Control by Majority	65
	Section 7.07.	Limitation on Suits	66
	Section 7.08.	Absolute Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and Conversion Consideration	66
	Section 7.09.	Collection Suit by Trustee	66
	Section 7.10.	Trustee May File Proofs of Claim	67
	Section 7.11.	Priorities	67
	Section 7.12.	Undertaking for Costs	68
	Section 7.13.	Restoration of Rights	68
	Article 8. Amendments, Supplements and Waivers	68
	Section 8.01.	Without the Consent of Holders	68
	Section 8.02.	With the Consent of Holders	69
	Section 8.03.	Notice of Amendments, Supplements and Waivers	70
	Section 8.04.	Revocation, Effect and Solicitation of Consents; Special Record Dates; Etc.	70
	Section 8.05.	Notations and Exchanges	72
	Section 8.06.	Trustee to Execute Supplemental Indentures	72



 






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	Article 9. Satisfaction and Discharge	73
	Section 9.01.	Termination of Company’s Obligations	73
	Section 9.02.	Repayment to Company	73
	Section 9.03.	Reinstatement	73
	Article 10. Trustee	74
	Section 10.01.	Duties of the Trustee	74
	Section 10.02.	Rights of the Trustee	75
	Section 10.03.	Individual Rights of the Trustee	76
	Section 10.04.	Trustee’s Disclaimer	76
	Section 10.05.	Notice of Defaults	77
	Section 10.06.	Compensation and Indemnity	77
	Section 10.07.	Replacement of the Trustee	78
	Section 10.08.	Successor Trustee by Merger, Etc.	79
	Section 10.09.	Eligibility; Disqualification	79
	Article 11. Miscellaneous	79
	Section 11.01.	Notices	79
	Section 11.02.	Delivery of Officer’s Certificate and Opinion of Counsel as to Conditions Precedent	81
	Section 11.03.	Statements Required in Officer’s Certificate and Opinion of Counsel.	81
	Section 11.04.	Rules by the Trustee, the Registrar and the Paying Agent	81
	Section 11.05.	No Personal Liability of Directors, Officers, Employees and Stockholders	81
	Section 11.06.	Governing Law; Waiver of Jury Trial	82
	Section 11.07.	Submission to Jurisdiction	82
	Section 11.08.	No Adverse Interpretation of Other Agreements	82
	Section 11.09.	Successors	82
	Section 11.10.	Force Majeure	82
	Section 11.11.	U.S.A. PATRIOT Act	83
	Section 11.12.	Calculations	83
	Section 11.13.	Severability	83
	Section 11.14.	Counterparts	83
	Section 11.15.	Table of Contents, Headings, Etc.	83
	Section 11.16.	Withholding Taxes	84
	 	 	 



	Exhibits	 	 
	Exhibit A:
    Form of Note	A-1	 
	Exhibit B-1: Form of
    Restricted Note Legend	B1-1	 
	Exhibit B-2: Form of
    Global Note Legend	B2-1	 
	Exhibit B-3: Form of
    Non-Affiliate Legend	B3-1	 




 






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INDENTURE,
dated as of March 5, 2021 between Haemonetics Corporation, a Massachusetts corporation, as issuer (the “Company”),
and U.S. Bank National Association, as trustee (the “Trustee”).


 


Each party to this
Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the
Holders (as defined below) of the Company’s 0.00% Convertible Senior Notes due 2026 (the “Notes”).


 


Article
1.         Definitions;
Rules of Construction


 


Section 1.01.    
Definitions.


 


“Affiliate”
has the meaning set forth in Rule 144 as in effect on the Issue Date.


 


“Authorized
Denomination” means, with respect to a Note, a principal amount thereof equal to $1,000 or any integral multiple of $1,000
in excess thereof.


 


“Bankruptcy
Law” means Title 11, United States Code, or any similar U.S. federal or state or non-U.S. law for the relief of debtors.


 


“Bid Solicitation
Agent” means the Person who is required to obtain bids for the Trading Price in accordance with Section 5.01(C)(i)(2)
and the definition of “Trading Price.” The initial Bid Solicitation Agent on the Issue Date will be the Company; provided,
however, that the Company may appoint any other Person (including any of the Company’s Subsidiaries) to be the Bid
Solicitation Agent at any time after the Issue Date without prior notice.


 


“Board of
Directors” means the board of directors of the Company or a committee of such board duly authorized to act on behalf
of such board.


 


“Business
Day” means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized
or required by law or executive order to close or be closed.


 


“Capital Stock”
of any Person means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or other
equivalents of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into
such equity.


 


“Close of
Business” means 5:00 p.m., New York City time.


 


“Common Stock”
means the common stock, $0.01 par value per share, of the Company, subject to Section 5.09.


 


“Company”
means the Person named as such in the first paragraph of this Indenture and, subject to Article 6, its successors and assigns.


 


“Company
Order” means a written request or order signed on behalf of the Company by one (1) of its Officers and delivered to
the Trustee.


 






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“Conversion
Date” means, with respect to a Note, the first Business Day on which the requirements set forth in Section 5.02(A)
to convert such Note are satisfied.


 


“Conversion
Price” means, as of any time, an amount equal to (A) one thousand dollars ($1,000) divided by (B) the Conversion
Rate in effect at such time.


 


“Conversion
Rate” initially means 5.7033 shares of Common Stock per $1,000 principal amount of Notes; provided, however,
that the Conversion Rate is subject to adjustment pursuant to Article 5; provided, further, that whenever
this Indenture refers to the Conversion Rate as of a particular date without setting forth a particular time on such date, such
reference will be deemed to be to the Conversion Rate immediately after the Close of Business on such date.


 


“Conversion
Share” means any share of Common Stock issued or issuable upon conversion of any Note.


 


“Corporate
Trust Office” means the office of the Trustee or a Note Agent, as applicable, at which, at any particular time, its corporate
trust business in respect of this Indenture is administered, which office as of the Issue Date for purposes of surrender for registration
of transfer or exchange or for presentation for payment or repurchase or for conversion only is located at 111 Fillmore Avenue,
St. Paul, MN 55107, Attention: Global Corporate Trust Services – Haemonetics Corporation, and for all other purposes is located
at 1 Federal Street, Boston, MA 02210, Attention: Global Corporate Trust Services – Haemonetics Corporation, or the principal
corporate trust office of any successor Trustee or Note Agent, as applicable (or such other address as such successor Trustee or
Note Agent, as applicable, may designate from time to time by notice to the Holders and the Company).


 


“Daily Cash
Amount” means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and
(B) the Daily Conversion Value for such VWAP Trading Day.


 


“Daily Conversion
Value” means, with respect to any VWAP Trading Day, one-fortieth (1/40th) of the product of (A) the Conversion Rate on
such VWAP Trading Day; and (B) the Daily VWAP per share of Common Stock on such VWAP Trading Day.


 


“Daily Maximum
Cash Amount” means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar
Amount applicable to such conversion by (B) forty (40).


 


“Daily Share
Amount” means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the
Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP
Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion
Value does not exceed such Daily Maximum Cash Amount.


 






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“Daily VWAP”
means, for any VWAP Trading Day, the per share volume-weighted average price of the Common Stock as displayed under the heading
 “Bloomberg VWAP” on Bloomberg page “HAE <EQUITY> AQR” (or, if such page is not available, its equivalent
successor page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary
trading session on such VWAP Trading Day (or, if such volume-weighted average price is unavailable, the market value of one share
of Common Stock on such VWAP Trading Day, determined, using a volume-weighted average price method, by a nationally recognized
independent investment banking firm selected by the Company, which may be any of the Initial Purchasers). The Daily VWAP will be
determined without regard to after-hours trading or any other trading outside of the regular trading session.


 


“De-Legending
Deadline Date” means, with respect to any Note, the fifteenth (15th) day after the Free Trade Date of such Note; provided,
however, that if such fifteenth (15th) day is after a Special Interest Record Date and on or before the next Special Interest
Payment Date, then the De-Legending Deadline Date for such Note will instead be the Business Day immediately after such Special
Interest Payment Date.


 


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


 


“Default Settlement
Method” means Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes; provided,
however, that, subject to Section 5.03(A), the Company may, from time to time, change the Default Settlement Method
by sending notice of the new Default Settlement Method to the Holders, the Trustee and the Conversion Agent; provided, further,
however, in all cases, no such change in the Default Settlement Method will affect any Settlement Method theretofore elected
(or deemed elected) with respect to any Note pursuant to this Indenture, and in no event may the Company elect Combination Settlement
with a Specified Dollar Amount that is less than $1,000 principal amount of Notes.


 


“Depositary”
means The Depository Trust Company or its successor.


 


“Depositary
Participant” means any member of, or participant in, the Depositary.


 


“Depositary
Procedures” means, with respect to any conversion, transfer, exchange or transaction involving a Global Note or any beneficial
interest therein, the rules and procedures of the Depositary applicable to such conversion, transfer, exchange or transaction.


 


“Ex-Dividend
Date” means, with respect to an issuance, dividend or distribution on the Common Stock, the first date on which shares
of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance,
dividend or distribution (including pursuant to due bills or similar arrangements required by the relevant stock exchange). For
the avoidance of doubt, any alternative trading convention on the applicable exchange or market in respect of the Common Stock
under a separate ticker symbol or CUSIP number will not be considered “regular way” for this purpose.


 






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“Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended.


 


“Free Trade
Date” means, with respect to any Note, the date that is one (1) year after the Last Original Issue Date of such Note.


 


“Freely Tradable”
means, with respect to any Note, that such Note would be eligible to be offered, sold or otherwise transferred pursuant to Rule
144 or otherwise if held by a Person that is not an Affiliate of the Company, and that has not been an Affiliate of the Company
during the immediately preceding three (3) months, without any requirements as to volume, manner of sale, availability of current
public information or notice under the Securities Act (except that, during the six (6) month period beginning on, and including,
the date that is six (6) months after the Last Original Issue Date of such Note, any such requirement as to the availability of
current public information will be disregarded if the same is satisfied at that time); provided, however, that from
and after the Free Trade Date of such Note, such Note will not be “Freely Tradable” unless such Note (x) is not identified
by a “restricted” CUSIP or ISIN number; and (y) is not represented by any certificate that bears the Restricted Note
Legend. For the avoidance of doubt, (i) whether a Note is deemed to be identified by a “restricted” CUSIP or ISIN number
or to bear the Restricted Note Legend is subject to Section 2.12; and (ii) the fact that a Note is identified by a CUSIP
number but not an ISIN number will not, in itself, cause such Note to be deemed not to be Freely Tradable.


 


“Fundamental
Change” means any of the following events:


 


(A)       (i)
a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (other than the Company
or its Wholly Owned Subsidiaries) has become the direct or indirect “beneficial owner” (as defined below) of shares
of Common Stock representing more than fifty percent (50%) of the voting power of all of the Company’s then-outstanding Common
Stock;


 


(B)       the
consummation of (i) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially
all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person; or (ii) any transaction or series of related
transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification,
recapitalization, acquisition, liquidation or otherwise) all of the Common Stock is exchanged for, converted into, acquired for,
or constitutes solely the right to receive, other securities, cash or other property; provided, however, that any
merger, consolidation, share exchange or combination of the Company pursuant to which the Persons that directly or indirectly “beneficially
owned” (as defined below) all classes of the Company’s common equity immediately before such transaction directly or
indirectly “beneficially own,” immediately after such transaction, more than fifty percent (50%) of all classes of
common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent thereof, in substantially
the same proportions vis-à-vis each other as immediately before such transaction will be deemed not to be a Fundamental
Change pursuant to this clause (B);


 


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


 






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(D)       the
Common Stock ceases to be listed on any of The New York Stock Exchange, The Nasdaq Global Market or The Nasdaq Global Select Market
(or any of their respective successors);


 


provided, however, that a
transaction or event described in clause (A) or (B) above will not constitute a Fundamental Change if at least ninety
percent (90%) of the consideration received or to be received by the holders of Common Stock (excluding cash payments for fractional
shares or pursuant to dissenters rights), in connection with such transaction or event, consists of shares of common stock listed
on any of The New York Stock Exchange, The Nasdaq Global Market or The Nasdaq Global Select Market (or any of their respective
successors), or that will be so listed when issued or exchanged in connection with such transaction or event, and such transaction
or event constitutes a Common Stock Change Event whose Reference Property consists of such consideration.


 


For the purposes of
this definition, (x) any transaction or event described in both clause (A) and in clause (B)(i) or (ii) above
(without regard to the proviso in clause (B)) will be deemed to occur solely pursuant to clause (B) above (subject
to such proviso); and (y) whether a Person is a “beneficial owner” and whether shares are “beneficially
owned” will be determined in accordance with Rule 13d-3 under the Exchange Act.


 


“Fundamental
Change Repurchase Date” means the date fixed for the repurchase of any Notes by the Company pursuant to a Repurchase
Upon Fundamental Change.


 


“Fundamental
Change Repurchase Notice” means a notice (including a notice substantially in the form of the “Fundamental Change
Repurchase Notice” set forth in Exhibit A) containing the information, or otherwise complying with the requirements,
set forth in Section 4.02(F)(i) and Section 4.02(F)(ii).


 


“Fundamental
Change Repurchase Price” means the cash price payable by the Company to repurchase any Note upon its Repurchase Upon
Fundamental Change, calculated pursuant to Section 4.02(D).


 


“Global Note”
means a Note that is represented by a certificate substantially in the form set forth in Exhibit A, registered in the name
of the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee, and deposited with the Trustee,
as custodian for the Depositary.


 


“Global Note
Legend” means a legend substantially in the form set forth in Exhibit B-2.


 


“Holder”
means a person in whose name a Note is registered on the Registrar’s books.


 


“Indenture”
means this Indenture, as amended or supplemented from time to time.


 


“Initial
Purchasers” means Citigroup Global Markets Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs
 & Co. LLC, U.S. Bancorp Investments, Inc., Citizens Capital Markets, Inc., CJS Securities, Inc., HSBC Securities (USA)
Inc., MUFG Securities Americas Inc., Raymond James & Associates, Inc. and TD Securities (USA) LLC.


 






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“Issue Date”
means March 5, 2021.


 


“Last Original
Issue Date” means (A) with respect to any Notes issued pursuant to the Purchase Agreement (including any Notes issued
pursuant to the exercise of the Shoe Option by the Initial Purchasers), and any Notes issued in exchange therefor or in substitution
thereof, the later of (i) the Issue Date and (ii) the last date any Notes are originally issued pursuant to the exercise of the
Shoe Option; and (B) with respect to any
Notes issued pursuant to Section 2.03(B), 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.


 


“Last Reported
Sale Price” of the Common Stock for any Trading Day means the closing sale price per share (or, if no closing sale price
is reported, the average of the last bid price and the last ask price per share or, if more than one in either case, the average
of the average last bid prices and the average last ask prices per share) of Common Stock on such Trading Day as reported in composite
transactions for the principal U.S. national or regional securities exchange on which the Common Stock is then listed. If the Common
Stock is not listed on a U.S. national or regional securities exchange on such Trading Day, then the Last Reported Sale Price will
be the last quoted bid price per share of Common Stock on such Trading Day in the over-the-counter market as reported by OTC Markets
Group Inc. or a similar organization. If the Common Stock is not so quoted on such Trading Day, then the Last Reported Sale Price
will be the average of the mid-point of the last bid price and the last ask price per share of Common Stock on such Trading Day
from a nationally recognized independent investment banking firm selected by the Company, which may be any of the Initial Purchasers.
Neither the Trustee nor the Conversion Agent will have any duty to determine the Last Reported Sale Price. The Last Reported Sale
Price will be determined without regard to after-hours trading or any other trading outside of the regular trading session hours.


 


“Make-Whole
Fundamental Change” means (A) a Fundamental Change (determined after giving effect to the proviso immediately after clause
(D) of the definition thereof, but without regard to the proviso to clause (B)(ii) of such definition); or (B) the sending
of a Redemption Notice pursuant to Section 4.03(F); provided, however, that, subject to Section 4.03(I),
the sending of a Redemption Notice will constitute a Make-Whole Fundamental Change only with respect to the Notes called for Redemption
pursuant to such Redemption Notice and not with respect to any other Notes.


 


“Make-Whole
Fundamental Change Conversion Period” has the following meaning:


 


(A)       in
the case of a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the period from, and
including, the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change to, and including, the
thirty fifth (35th) Trading Day after such Make-Whole Fundamental Change Effective Date (or, if such Make-Whole Fundamental
Change also constitutes a Fundamental Change, to, but excluding, the related Fundamental Change Repurchase Date); and


 






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(B)       in
the case of a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the period from, and including,
the Redemption Notice Date for the related Redemption to, and including, the Business Day immediately before the related Redemption
Date;


 


provided, however, that if
the Conversion Date for the conversion of a Note that has been called (or deemed, pursuant to Section 4.03(I), to be called)
for Redemption occurs during the Make-Whole Fundamental Change Conversion Period for both a Make-Whole Fundamental Change occurring
pursuant to clause (A) of the definition of “Make-Whole Fundamental Change” and a Make-Whole Fundamental Change
resulting from such Redemption pursuant to clause (B) of such definition, then, notwithstanding anything to the contrary
in Section 5.07, solely for purposes of such conversion, (x) such Conversion Date will be deemed to occur solely during
the Make-Whole Fundamental Change Conversion Period for the Make-Whole Fundamental Change with the earlier Make-Whole Fundamental
Change Effective Date; and (y) the Make-Whole Fundamental Change with the later Make-Whole Fundamental Change Effective Date will
be deemed not to have occurred.


 


“Make-Whole
Fundamental Change Effective Date” means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A)
of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect
to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.


 


“Market Disruption
Event” means, with respect to any date, the occurrence or existence, during the one-half hour period ending at the scheduled
close of trading on such date on the principal U.S. national or regional securities exchange or other market on which the Common
Stock is listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of movements in price
exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts
relating to the Common Stock.


 


“Maturity
Date” means March 1, 2026.


 


“Non-Affiliate
Legend” means a legend substantially in the form set forth in Exhibit B-3.


 


“Note Agent”
means any Registrar, Paying Agent or Conversion Agent.


 


“Notes”
means the 0.00% Convertible Senior Notes due 2026 issued by the Company pursuant to this Indenture.


 


“Observation
Period” means, with respect to any Note to be converted, (A) subject to clause (B) below, if the Conversion
Date for such Note occurs before September 1, 2025, the forty (40) consecutive VWAP Trading Days beginning on, and including,
the third (3rd) VWAP Trading Day immediately after such Conversion Date; (B) if such Conversion Date occurs on or after the
date the Company has sent a Redemption Notice calling all or any Notes for Redemption pursuant to Section 4.03(F) and
before the related Redemption Date, the forty (40) consecutive VWAP Trading Days beginning on, and including, the forty first
(41st) Scheduled Trading Day immediately before such Redemption Date; and (C) subject to clause (B) above, if such
Conversion Date occurs on or after September 1, 2025, the forty (40) consecutive VWAP Trading Days beginning on, and
including, the forty first (41st) Scheduled Trading Day immediately before the Maturity Date.


 






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“Officer”
means the Chief Executive Officer, the President, the Chief Financial Officer and General Counsel of the Company.


 


“Officer’s
Certificate” means a certificate that is signed on behalf of the Company by one (1) of its Officers and that meets the
requirements of Section 11.03.


 


“Open of Business”
means 9:00 a.m., New York City time.


 


“Opinion of
Counsel” means an opinion, from legal counsel (including an employee of, or counsel to, the Company or any of its Subsidiaries)
reasonably acceptable to the Trustee, that meets the requirements of Section 11.03, subject to customary qualifications
and exclusions.


 


“Person”
or “person” means any individual, corporation, partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. Any division
or series of a limited liability company, limited partnership or trust will constitute a separate “person” under this
Indenture.


 


“Physical
Note” means a Note (other than a Global Note) that is represented by a certificate substantially in the form set forth
in Exhibit A, registered in the name of the Holder of such Note and duly executed by the Company and authenticated by the
Trustee.


 


“Purchase
Agreement” means that certain Purchase Agreement, dated March 2, 2021, between the Company and the representatives of
the Initial Purchasers.


 


“Redemption”
means the repurchase of any Note by the Company pursuant to Section 4.03.


 


“Redemption
Date” means the date fixed, pursuant to Section 4.03(D), for the settlement of the repurchase of any Notes by
the Company pursuant to a Redemption.


 


“Redemption
Notice Date” means, with respect to a Redemption, the date on which the Company sends the Redemption Notice for such
Redemption pursuant to Section 4.03(F).


 


“Redemption
Price” means the cash price payable by the Company to redeem any Note upon its Redemption, calculated pursuant to Section
4.03(E).


 






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“Repurchase
Upon Fundamental Change” means the repurchase of any Note by the Company pursuant to Section 4.02.


 


“Responsible
Officer” means (A) any officer of the Trustee assigned by the Trustee to administer its corporate trust matters and who
has direct responsibility for the administration of this Indenture; and (B) with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his or her knowledge of, and familiarity with, the particular subject.


 


“Restricted
Note Legend” means a legend substantially in the form set forth in Exhibit B-1.


 


“Restricted
Stock Legend” means, with respect to any Conversion Share, a legend substantially to the effect that the offer and sale
of such Conversion Share have not been registered under the Securities Act and that such Conversion Share cannot be sold or otherwise
transferred except pursuant to a transaction that is registered under the Securities Act or that is exempt from, or not subject
to, the registration requirements of the Securities Act.


 


“Rule 144”
means Rule 144 under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.


 


“Rule 144A”
means Rule 144A under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.


 


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


 


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


 


“Securities
Act” means the U.S. Securities Act of 1933, as amended.


 


“Security”
means any Note or Conversion Share.


 


“Settlement
Method” means Cash Settlement or Combination Settlement.


 


“Shoe Option”
means the Initial Purchasers’ option to purchase up to sixty five million dollars ($65,000,000) aggregate principal amount
of additional Notes as provided for in the Purchase Agreement.


 


“Significant
Subsidiary” means, with respect to any Person, any Subsidiary of such Person that constitutes, or any group of
Subsidiaries of such Person that, in the aggregate, would constitute, a “significant subsidiary” (as defined in
Rule 1-02(w) of Regulation S-X under the Exchange Act) of such Person.


 






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“Special Interest”
means any interest that accrues on any Note pursuant to Section 3.04 and/or Section 7.03.


 


“Special Interest
Payment Date” means, if and to the extent that Special Interest is payable on the Notes, each March 1 and September 1
of each year, commencing on September 1, 2021 (or commencing on such other date specified in the certificate representing such
Note).


 


“Special Interest
Record Date” has the following meaning with respect to a Special Interest Payment Date: (A) if such Special Interest
Payment Date occurs on March 1, the immediately preceding February 15 (whether or not a Business Day); and (B) if such Special
Interest Payment Date occurs on September 1, the immediately preceding August 15 (whether or not a Business Day).


 


“Specified
Dollar Amount” means, with respect to the conversion of a Note to which Combination Settlement applies, the maximum cash
amount per $1,000 principal amount of such Note deliverable upon such conversion (excluding cash in lieu of any fractional share
of Common Stock); provided that in no event will the Specified Dollar Amount applicable to any conversion of any Note be
(and in no event will the Company elect a Specified Dollar Amount to any conversion of any Note that is) an amount that is less
than $1,000 per $1,000 principal amount of Notes.


 


“Stock Price”
has the following meaning for any Make-Whole Fundamental Change: (A) if the holders of Common Stock receive only cash in consideration
for their shares of Common Stock in such Make-Whole Fundamental Change and such Make-Whole Fundamental Change is pursuant to clause
(B) of the definition of “Fundamental Change,” then the Stock Price is the amount of cash paid per share of Common
Stock in such Make-Whole Fundamental Change; and (B) in all other cases, the Stock Price is the average of the Last Reported Sale
Prices per share of Common Stock for the five (5) consecutive Trading Days ending on, and including, the Trading Day immediately
before the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change.


 


“Subsidiary”
means, with respect to any Person, (A) any corporation, association or other business entity (other than a partnership or
limited liability company) of which more than fifty percent (50%) of the total voting power of the Capital Stock entitled
(without regard to the occurrence of any contingency, but after giving effect to any voting agreement or stockholders’
agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees, as applicable,
of such corporation, association or other business entity is owned or controlled, directly or indirectly, by such Person or
one or more of the other Subsidiaries of such Person; and (B) any partnership or limited liability company where (i) more
than fifty percent (50%) of the capital accounts, distribution rights, equity and voting interests, or of the general and
limited partnership interests, as applicable, of such partnership or limited liability company are owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person, whether in the form of
membership, general, special or limited partnership or limited liability company interests or otherwise; and (ii) such Person
or any one or more of the other Subsidiaries of such Person is a controlling general partner of, or otherwise controls, such
partnership or limited liability company.


 






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“Trading Day”
means any day on which (A) trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange
on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange,
on the principal other market on which the Common Stock is then traded; and (B) there is no Market Disruption Event. If the Common
Stock is not so listed or traded, then “Trading Day” means a Business Day.


 


“Trading Price”
of the Notes on any Trading Day means the average of the secondary market bid quotations, expressed as a cash amount per $1,000
principal amount of Notes, obtained by the Bid Solicitation Agent for one million dollars ($1,000,000) (or such lesser amount as
may then be outstanding) in principal amount of Notes at approximately 3:30 p.m., New York City time, on such Trading Day from
three (3) nationally recognized independent securities dealers selected by the Company, which may include any of the Initial Purchasers;
provided, however, that, if three (3) such bids cannot reasonably be obtained by the Bid Solicitation Agent but two
(2) such bids are obtained, then the average of the two (2) bids will be used, and if only one (1) such bid can reasonably be obtained
by the Bid Solicitation Agent, then that one (1) bid will be used. If, on any Trading Day, (A) the Bid Solicitation Agent cannot
reasonably obtain at least one (1) bid for one million dollars ($1,000,000) (or such lesser amount as may then be outstanding)
in principal amount of Notes from a nationally recognized independent securities dealer; (B) the Company is not acting as the Bid
Solicitation Agent and the Company fails to instruct the Bid Solicitation Agent to obtain bids when required; or (C) the Bid Solicitation
Agent fails to solicit bids when required, then, in each case, the Trading Price per $1,000 principal amount of Notes on such Trading
Day will be deemed to be less than ninety eight percent (98%) of the product of the Last Reported Sale Price per share of Common
Stock on such Trading Day and the Conversion Rate on such Trading Day.


 


“Transfer-Restricted
Security” means any Security that constitutes a “restricted security” (as defined in Rule 144); provided,
however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following
events:


 


(A)       such
Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company) pursuant to a registration
statement that was effective under the Securities Act at the time of such sale or transfer;


 


(B)       such
Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company) pursuant to an available
exemption (including Rule 144) from the registration and prospectus-delivery requirements of, or in a transaction not subject to,
the Securities Act and, immediately after such sale or transfer, such Security ceases to constitute a “restricted security”
(as defined in Rule 144); and


 


(C)       such
Security is eligible for resale, by a Person that is not an Affiliate of the Company and that has not been an Affiliate of the
Company during the immediately preceding three (3) months, pursuant to Rule 144 without any limitations thereunder as to volume,
manner of sale, availability of current public information or notice.


 






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The Trustee is under
no obligation to determine whether any Security is a Transfer-Restricted Security and may conclusively rely on an Officer’s
Certificate with respect thereto.


 


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


 


“Trustee”
means the Person named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions
of this Indenture and, thereafter, means such successor.


 


“VWAP Market
Disruption Event” means, with respect to any date, (A) the failure by the principal U.S. national or regional securities
exchange on which the Common Stock is then listed, or, if the Common Stock is not then listed on a U.S. national or regional securities
exchange, the principal other market on which the Common Stock is then traded, to open for trading during its regular trading session
on such date; or (B) the occurrence or existence, for more than one half hour period in the aggregate, of any suspension or limitation
imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common
Stock or in any options contracts or futures contracts relating to the Common Stock, and such suspension or limitation occurs or
exists at any time before 1:00 p.m., New York City time, on such date.


 


“VWAP Trading
Day” means a day on which (A) there is no VWAP Market Disruption Event; and (B) trading in the Common Stock generally
occurs on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common
Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common
Stock is then traded. If the Common Stock is not so listed or traded, then “VWAP Trading Day” means a Business Day.


 


“Wholly Owned
Subsidiary” of a Person means any Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests
of which (other than directors’ qualifying shares) are owned by such Person or one or more Wholly Owned Subsidiaries of such
Person.


 






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Section 1.02.    
Other Definitions.


 


	Term	 	Defined in Section
	“Additional Shares”	 	5.07(A)
	“Business Combination Event”	 	6.01(A)
	“Cash Settlement”	 	5.03(A)
	“Combination Settlement”	 	5.03(A)
	“Common Stock Change Event”	 	5.09(A)
	“Conversion Agent”	 	2.06(A)
	“Conversion Consideration”	 	5.03(B)
	“Default Interest”	 	2.05(B)
	“Defaulted Amount”	 	2.05(B)
	“Event of Default”	 	7.01(A)
	“Expiration Date”	 	5.05(A)(v)
	“Expiration Time”	 	5.05(A)(v)
	“Fundamental Change Notice”	 	4.02(E)
	“Fundamental Change Repurchase Right”	 	4.02(A)
	“Initial Notes”	 	2.03(A)
	“Measurement Period”	 	5.01(C)(i)(2)
	“Partial Redemption Limitation”	 	4.03(I)
	“Paying Agent”	 	2.06(A)
	“Redemption Notice”	 	4.03(F)
	“Reference Property”	 	5.09(A)
	“Reference Property Unit”	 	5.09(A)
	“Register”	 	2.06(B)
	“Registrar”	 	2.06(A)
	“Reporting Event of Default”	 	7.03(A)
	“Specified Courts”	 	11.07
	“Spin-Off”	 	5.05(A)(iii)(2)
	“Spin-Off Valuation Period”	 	5.05(A)(iii)(2)
	“Successor Corporation”	 	6.01(A)
	“Successor Person”	 	5.09(A)
	“Tender/Exchange Offer Valuation Period”	 	5.05(A)(v)
	“Trading Price Condition”	 	5.01(C)(i)(2)





 


Section 1.03.    
Rules of Construction.


 


For purposes of this
Indenture:


 


(A)       “or” is not exclusive;


 


(B)        “including” means “including without limitation”;


 


(C)        “will” expresses a command;


 


(D)       the “average” of a set of numerical values refers to the arithmetic average of such numerical values;


 


(E)       a merger involving, or a transfer of assets by, a limited liability company, limited partnership or trust will be deemed
to include any division of or by, or an allocation of assets to a series of, such limited liability company, limited partnership
or trust, or any unwinding of any such division or allocation;


 


(F)       words in the singular include the plural and in the plural include the singular, unless the context requires otherwise;


 


(G)       “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not
to any particular Article, Section or other subdivision of this Indenture, unless the context requires otherwise;


 






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(H)        references to currency mean the lawful currency of the United States of America, unless the context requires otherwise;


 


(I)         the exhibits, schedules and other attachments to this Indenture are deemed to form part of this Indenture; and


 


(J)         the term “interest,” when used with respect to a Note, shall be deemed to refer solely to Special Interest,
unless the context requires otherwise.


 


Article
2.         The
Notes


 


Section 2.01.    
Form, Dating and Denominations.


 


The Notes and the Trustee’s
certificate of authentication will be substantially in the form set forth in Exhibit A. The Notes will bear the legends
required by Section 2.09 and may bear notations, legends or endorsements required by law, stock exchange rule or usage or
the Depositary. Each Note will be dated as of the date of its authentication.


 


Except to the extent
otherwise provided in a Company Order delivered to the Trustee in connection with the issuance and authentication thereof, the
Notes will be issued initially in the form of one or more Global Notes. Global Notes may be exchanged for Physical Notes, and Physical
Notes may be exchanged for Global Notes, only as provided in Section 2.10.


 


The Notes will be issuable
only in registered form without interest coupons and only in Authorized Denominations.


 


Each certificate representing
a Note will bear a unique registration number that is not affixed to any other certificate representing another outstanding Note.


 


The terms contained
in the Notes constitute part of this Indenture, and, to the extent applicable, the Company and the Trustee, by their execution
and delivery of this Indenture, agree to such terms and to be bound thereby; provided, however, that, to the extent
that any provision of any Note conflicts with the provisions of this Indenture, the provisions of this Indenture will control for
purposes of this Indenture and such Note.


 


Section 2.02.    
Execution, Authentication and Delivery.


 


(A)            
Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company
by manual or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is
on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company.


 


(B)             
Authentication by the Trustee and Delivery.


 


(i)                
No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when
an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication
of such Note.


 






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(ii)             
 The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign
the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed
by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a)
requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which
such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the
Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order.


 


(iii)           
The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating
agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this
Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed
authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties
that the authentication agent was validly appointed to undertake.


 


Section 2.03.    
Initial Notes and Additional Notes.


 


(A)            
Initial Notes. On the Issue Date, there will be originally issued four hundred thirty five million dollars ($435,000,000)
aggregate principal amount of Notes, subject to the provisions of this Indenture (including Section 2.02). If the Initial
Purchasers exercise the Shoe Option, then there will be originally issued up to an additional sixty five million dollars ($65,000,000)
principal amount of Notes pursuant to such exercise, subject to the provisions of this Indenture (including Section 2.02).
Notes issued pursuant to this Section 2.03(A), and any Notes issued in exchange therefor or in substitution thereof, are
referred to in this Indenture as the “Initial Notes.”


 


(B)             
Additional Notes. The Company may, subject to the provisions of this Indenture (including Section 2.02), originally
issue additional Notes with the same terms as the initial Notes (except, to the extent applicable, the first Special Interest Payment
Date, if applicable, and the Last Original Issue Date of such additional Notes), which additional Notes will, subject to the foregoing,
be considered to be part of the same series of, and rank equally and ratably with all other, Notes issued under this Indenture;
provided, however, that if any such additional Notes are not fungible with other Notes issued under this Indenture
for federal income tax or federal securities laws purposes, then such additional Notes will be identified by a separate CUSIP number
or by no CUSIP number.


 


Section 2.04.    
Method of Payment.


 


(A)            
Global Notes. The Company will pay, or cause the Paying Agent to pay, the principal (whether due upon maturity on
the Maturity Date, Redemption on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, any
Special Interest on, and any cash Conversion Consideration for, any Global Note to the Depositary by wire transfer of immediately
available funds no later than the time the same is due as provided in this Indenture.


 






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(B)             
 Physical Notes. The Company will pay, or cause the Paying Agent to pay, the principal (whether due upon maturity
on the Maturity Date, Redemption on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, any
Special Interest on, and any cash Conversion Consideration for, any Physical Note no later than the time the same is due as provided
in this Indenture as follows: (i) if the principal amount of such Physical Note is at least five million dollars ($5,000,000) (or
such lower amount as the Company may choose in its sole and absolute discretion) and the Holder of such Physical Note entitled
to such payment has delivered to the Paying Agent or the Trustee, no later than the time set forth in the immediately following
sentence, a written request that the Company make such payment by wire transfer to an account of such Holder within the United
States, by wire transfer of immediately available funds to such account; and (ii) in all other cases, by check mailed to the address
of the Holder of such Physical Note entitled to such payment as set forth in the Register. To be timely, such written request must
be so delivered no later than the Close of Business on the following date: (x) with respect to the payment of any Special Interest
due on a Special Interest Payment Date, the immediately preceding Special Interest Record Date; (y) with respect to any cash Conversion
Consideration, the relevant Conversion Date; and (z) with respect to any other payment, the date that is fifteen (15) calendar
days immediately before the date such payment is due.


 


Section 2.05.        
No Regular Interest; Defaulted Amounts; When Payment Date is Not a Business Day.


 


(A)            
No Regular Interest. The Notes shall not bear regular interest and the principal amount of the Notes shall not accrete.
Special Interest on the Notes, if any, may accrue pursuant to Section 3.04 and Section 7.03. Special Interest, if
any, on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.


 


(B)             
Defaulted Amounts. If the Company fails to pay any amount (a “Defaulted Amount”) payable on a
Note on or before the due date therefor as provided in this Indenture, then, regardless of whether such failure constitutes an
Event of Default, (i) such Defaulted Amount will forthwith cease to be payable to the Holder of such Note otherwise entitled to
such payment; (ii) such Defaulted Amount shall not accrue interest unless Special Interest is payable pursuant to this Indenture
on the relevant payment date, in which case, interest (“Default Interest”) will accrue on such Defaulted Amount
at a rate per annum equal to the then-applicable rate of Special Interest and to the extent that such Special Interest remains
payable pursuant to this Indenture, to the extent lawful, from, and including, such due date to, but excluding, the date of payment
of such Defaulted Amount and Default Interest; (iii) such Defaulted Amount and Default Interest will be paid on a payment date
selected by the Company to the Holder of such Note as of the Close of Business on a special record date selected by the Company,
provided that such special record date must be no more than fifteen (15), nor less than ten (10), calendar days before such
payment date; and (iv) at least fifteen (15) calendar days before such special record date, the Company will send notice to the
Trustee and the Holders that states such special record date, such payment date and the amount of such Defaulted Amount and Default
Interest to be paid on such payment date.


 


(C)             
Delay of Payment when Payment Date is Not a Business Day. If the due date for a payment on a Note as provided in
this Indenture is not a Business Day, then, notwithstanding anything to the contrary in this Indenture or the Notes, such payment
may be made on the immediately following Business Day and no interest will accrue on such payment as a result of the related delay.
Solely for purposes of the immediately preceding sentence, a day on which the applicable place of payment is authorized or required
by law or executive order to close or be closed will be deemed not to be a “Business Day.”


 






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Section 2.06.       
Registrar, Paying Agent and Conversion Agent.


 


(A)            
Generally. The Company will maintain (i) an office or agency in the continental United States where Notes may be
presented for registration of transfer or for exchange (the “Registrar”); (ii) an office or agency in the continental
United States where Notes may be presented for payment (the “Paying Agent”); and (iii) an office or agency in
the continental United States where Notes may be presented for conversion (the “Conversion Agent”). If the Company
fails to maintain a Registrar, Paying Agent or Conversion Agent, then the Trustee will act as such. For the avoidance of doubt,
the Company or any of its Subsidiaries may act as Registrar, Paying Agent or Conversion Agent.


 


(B)             
Duties of the Registrar. The Registrar will keep a record (the “Register”) of the names and addresses
of the Holders, the Notes held by each Holder and the transfer, exchange, repurchase, Redemption and conversion of Notes. Absent
manifest error, the entries in the Register will be conclusive and the Company and the Trustee may treat each Person whose name
is recorded as a Holder in the Register as a Holder for all purposes. The Register will be in written form or in any form capable
of being converted into written form reasonably promptly.


 


(C)             
Co-Agents; Company’s Right to Appoint Successor Registrars, Paying Agents and Conversion Agents. The Company
may appoint one or more co-Registrars, co-Paying Agents and co-Conversion Agents, each of whom will be deemed to be a Registrar,
Paying Agent or Conversion Agent, as applicable, under this Indenture. Subject to Section 2.06(A), the Company may change
any Registrar, Paying Agent or Conversion Agent (including appointing itself or any of its Subsidiaries to act in such capacity)
without notice to any Holder. The Company will notify the Trustee (and, upon request, any Holder) of the name and address of each
Note Agent, if any, not a party to this Indenture and will enter into an appropriate agency agreement with each such Note Agent,
which agreement will implement the provisions of this Indenture that relate to such Note Agent.


 


(D)            
Initial Appointments. The Company appoints the Trustee as the initial Paying Agent, the initial Registrar and the
initial Conversion Agent. In acting in such capacities under this Indenture and in connection with the Notes, the Trustee in such
capacities will act solely as an agent of the Company and will not thereby assume any obligations towards, or relationship of agency
or trust for or with, any Holder.


 


Section 2.07.       
Paying Agent and Conversion Agent to Hold Property in Trust.


 


The Company will require
each Paying Agent or Conversion Agent that is not the Trustee to agree in writing that such Note Agent will (A) hold in trust
for the benefit of Holders or the Trustee all money and other property held by such Note Agent for payment or delivery due on
the Notes; and (B) notify the Trustee of any default by the Company in making any such payment or delivery. The Company, at any
time, may, and the Trustee, while any Default continues, may, require a Paying Agent or Conversion Agent to pay or deliver, as
applicable, all money and other property held by it to the Trustee, after which payment or delivery, as applicable, such Note
Agent (if not the Company or any of its Subsidiaries) will have no further liability for such money or property. If the Company
or any of its Subsidiaries acts as Paying Agent or Conversion Agent, then (A) it will segregate and hold in a separate trust fund
for the benefit of the Holders or the Trustee all money and other property held by it as Paying Agent or Conversion Agent; and
(B) references in this Indenture or the Notes to the Paying Agent or Conversion Agent holding cash or other property, or to the
delivery of cash or other property to the Paying Agent or Conversion Agent, in each case for payment or delivery to any Holders
or the Trustee or with respect to the Notes, will be deemed to refer to cash or other property so segregated and held separately,
or to the segregation and separate holding of such cash or other property, respectively. Upon the occurrence of any event pursuant
to clause (ix) or (x) of Section 7.01(A) with respect to the Company (or with respect to any Subsidiary of
the Company acting as Paying Agent or Conversion Agent), the Trustee will serve as the Paying Agent or Conversion Agent, as applicable,
for the Notes.


 






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Section 2.08.        
Holder Lists.


 


If the Trustee is not
the Registrar, the Company will furnish to the Trustee, no later than seven (7) Business Days before each Special Interest Payment
Date, if any, and at such other times as the Trustee may request, a list, in such form and as of such date or time as the Trustee
may reasonably require, of the names and addresses of the Holders.


 


Section 2.09.       
Legends.


 


(A)            
Global Note Legend. Each Global Note will bear the Global Note Legend (or any similar legend, not inconsistent with
this Indenture, required by the Depositary for such Global Note).


 


(B)             
Non-Affiliate Legend. Each Note will bear the Non-Affiliate Legend.


 


(C)             
Restricted Note Legend. Subject to Section 2.12,


 


(i)              
each Note that is a Transfer-Restricted Security will bear the Restricted Note Legend; and


 


(ii)             
if a Note is issued in exchange for, in substitution of, or to effect a partial conversion of, another Note (such other
Note being referred to as the “old Note” for purposes of this Section 2.09(C)(ii)), including pursuant to Section
2.10(B), 2.10(C), 2.11 or 2.13, then such Note will bear the Restricted Note Legend if such old Note
bore the Restricted Note Legend at the time of such exchange or substitution, or on the related Conversion Date with respect to
such conversion, as applicable; provided, however, that such Note need not bear the Restricted Note Legend if such
Note does not constitute a Transfer-Restricted Security immediately after such exchange or substitution, or as of such Conversion
Date, as applicable.


 






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(D)            
 Other Legends. A Note may bear any other legend or text, not inconsistent with this Indenture, as may be required
by applicable law or by any securities exchange or automated quotation system on which such Note is traded or quoted.


 


(E)             
Acknowledgement and Agreement by the Holders. A Holder’s acceptance of any Note bearing any legend required
by this Section 2.09 will constitute such Holder’s acknowledgement of, and agreement to comply with, the restrictions
set forth in such legend.


 


(F)             
Restricted Stock Legend.


 


(i)                
Each Conversion Share will bear the Restricted Stock Legend if the Note upon the conversion of which such Conversion Share
was issued was (or would have been had it not been converted) a Transfer-Restricted Security at the time such Conversion Share
was issued; provided, however, that such Conversion Share need not bear the Restricted Stock Legend if the Company
determines, in its reasonable discretion, that such Conversion Share need not bear the Restricted Stock Legend.


 


(ii)             
Notwithstanding anything to the contrary in this Section 2.09(F), a Conversion Share need not bear a Restricted Stock
Legend if such Conversion Share is issued in an uncertificated form that does not permit affixing legends thereto, provided
the Company takes measures (including the assignment thereto of a “restricted” CUSIP number) that it reasonably deems
appropriate to enforce the transfer restrictions referred to in the Restricted Stock Legend.


 


Section 2.10.       
Transfers and Exchanges; Certain Transfer Restrictions.


 


(A)            
Provisions Applicable to All Transfers and Exchanges.


 


(i)              
Subject to this Section 2.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged
from time to time and the Registrar will record each such transfer or exchange in the Register.


 


(ii)             
Each Note issued upon transfer or exchange of any other Note (such other Note being referred to as the “old Note”
for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligation
of the Company, evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as such old Note or portion
thereof, as applicable.


 


(iii)           
The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange
or conversion of Notes, but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient
to cover any transfer tax or similar governmental charge that may be imposed in connection with any transfer, exchange or conversion
of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any transfer.


 


(iv)            
Notwithstanding anything to the contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part
unless the portion to be so transferred or exchanged is in an Authorized Denomination.


 






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(v)              
 The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions
imposed under this Indenture or applicable law with respect to any Note, other than to require the delivery of such certificates
or other documentation or evidence as expressly required by this Indenture and to examine the same to determine substantial compliance
as to form with the requirements of this Indenture. Neither the Trustee nor any of its agents will have any responsibility for
any actions taken or not taken by the Depositary.


 


(vi)            
The Trustee will have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant
in, the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant
or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depositary) of any notice (including any notice of Redemption or repurchase) or
the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All payments
to be made to Holders in respect of the Notes will be given or made only to or upon the order of the registered Holders (which
is the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note will be exercised
only through the Depositary subject to the applicable Depositary Procedures. The Trustee may rely and will be fully protected in
relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.


 


(vii)           
Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section
2.09.


 


(viii)          
Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause
such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business
Day after the date of such satisfaction.


 


(ix)            
For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange”
of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend
affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted”
CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted”
CUSIP number.


 


(B)             
Transfers and Exchanges of Global Notes.


 


(i)             
Subject to the immediately following sentence, no Global Note may be transferred or exchanged in whole except (x) by the
Depositary to a nominee of the Depositary; (y) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary;
or (z) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. No Global Note
(or any portion thereof) may be transferred to, or exchanged for, a Physical Note; provided, however, that a Global
Note will be exchanged, pursuant to customary procedures, for one or more Physical Notes if:


 






    - 20 -


     


    

 


 


(1)              
(x) the Depositary notifies the Company or the Trustee that the Depositary is unwilling or unable to continue as depositary
for such Global Note or (y) the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange
Act and, in each case, the Company fails to appoint a successor Depositary within ninety (90) days of such notice or cessation;


 


(2)              
an Event of Default has occurred and is continuing and the Company, the Trustee or the Registrar has received a written
request from the Depositary, or from a holder of a beneficial interest in such Global Note, to exchange such Global Note or beneficial
interest, as applicable, for one or more Physical Notes; or


 


(3)              
the Company, in its sole discretion, permits the exchange of any beneficial interest in such Global Note for one or more
Physical Notes at the request of the owner of such beneficial interest.


 


(ii)             
Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Global Note (or any portion
thereof):


 


(1)              
the Trustee will reflect any resulting decrease of the principal amount of such Global Note by notation on the “Schedule
of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if such notation results in such Global
Note having a principal amount of zero, the Company may (but is not required to) instruct the Trustee in writing to cancel such
Global Note pursuant to Section 2.15);


 


(2)              
if required to effect such transfer or exchange, then the Trustee will reflect any resulting increase of the principal amount
of any other Global Note by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of
such other Global Note;


 


(3)              
if required to effect such transfer or exchange, then the Company will issue, execute and deliver, and the Trustee will
authenticate, in each case in accordance with Section 2.02, a new Global Note bearing each legend, if any, required by Section
2.09; and


 


(4)              
if such Global Note (or such portion thereof), or any beneficial interest therein, is to be exchanged for one or more Physical
Notes, then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section
2.02, one or more Physical Notes that (x) are in Authorized Denominations (not to exceed, in the aggregate, the principal amount
of such Global Note to be so exchanged); (y) are registered in such name(s) as the Depositary specifies (or as otherwise determined
pursuant to customary procedures); and (z) bear each legend, if any, required by Section 2.09.


 






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(iii)           
 Each transfer or exchange of a beneficial interest in any Global Note will be made in accordance with the Depositary Procedures.


 


(C)             
Transfers and Exchanges of Physical Notes.


 


(i)                
Subject to this Section 2.10, a Holder of a Physical Note may (x) transfer such Physical Note (or any portion thereof
in an Authorized Denomination) to one or more other Person(s); (y) exchange such Physical Note (or any portion thereof in an Authorized
Denomination) for one or more other Physical Notes in Authorized Denominations having an aggregate principal amount equal to the
aggregate principal amount of the Physical Note (or portion thereof) to be so exchanged; and (z) if then permitted by the Depositary
Procedures, transfer such Physical Note (or any portion thereof in an Authorized Denomination) in exchange for a beneficial interest
in one or more Global Notes; provided, however, that, to effect any such transfer or exchange, such Holder must:


 


(1)              
surrender such Physical Note to be transferred or exchanged to the Corporate Trust Office of the Registrar, together with
any endorsements or transfer instruments reasonably required by the Company, the Trustee or the Registrar; and


 


(2)              
deliver such certificates, documentation or evidence as may be required pursuant to Section 2.10(D).


 


(ii)             
Upon the satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Physical Note (such
Physical Note being referred to as the “old Physical Note” for purposes of this Section 2.10(C)(ii)) of a Holder
(or any portion of such old Physical Note in an Authorized Denomination):


 


(1)              
such old Physical Note will be promptly cancelled pursuant to Section 2.15;


 


(2)              
if such old Physical Note is to be so transferred or exchanged only in part, then the Company will issue, execute and deliver,
and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (x) are
in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such old Physical Note not
to be so transferred or exchanged; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by
Section 2.09;


 






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(3)              
in the case of a transfer:


 


(a)              
to the Depositary or a nominee thereof that will hold its interest in such old Physical Note (or such portion thereof)
to be so transferred in the form of one or more Global Notes, the Trustee will reflect an increase of the principal amount of
one or more existing Global Notes by notation on the “Schedule of Exchanges of Interests in the Global Note” forming
part of such Global Note(s), which increase(s) are in Authorized Denominations and aggregate to the principal amount to be so
transferred, and which Global Note(s) bear each legend, if any, required by Section 2.09; provided, however,
that if such transfer cannot be so effected by notation on one or more existing Global Notes (whether because no Global Notes
bearing each legend, if any, required by Section 2.09 then exist, because any such increase will result in any Global Note
having an aggregate principal amount exceeding the maximum aggregate principal amount permitted by the Depositary or otherwise),
then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section
2.02, one or more Global Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the
principal amount to be so transferred; and (y) bear each legend, if any, required by Section 2.09; and


 


(b)              
to a transferee that will hold its interest in such old Physical Note (or such portion thereof) to be so transferred in
the form of one or more Physical Notes, the Company will issue, execute and deliver, and the Trustee will authenticate, in each
case in accordance with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate
principal amount equal to the principal amount to be so transferred; (y) are registered in the name of such transferee; and (z)
bear each legend, if any, required by Section 2.09; and


 


(4)              
in the case of an exchange, the Company will issue, execute and deliver, and the Trustee will authenticate, in each case
in accordance with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate
principal amount equal to the principal amount to be so exchanged; (y) are registered in the name of the Person to whom such old
Physical Note was registered; and (z) bear each legend, if any, required by Section 2.09.


 


(D)            
Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted”
CUSIP number or that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to:


 


(i)                
cause such Note to be identified by an “unrestricted” CUSIP number;


 


(ii)             
remove such Restricted Note Legend; or


 


(iii)           
register the transfer of such Note to the name of another Person,


 


then the Company, the Trustee and the
Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company,
the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Trustee and the Registrar
may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities
Act and other applicable securities laws; provided, however, that no such certificates, documentation or evidence
need be so delivered on and after the Free Trade Date with respect to such Note unless the Company determines, in its reasonable
discretion, that such Note is not eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise without
any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act.


 






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(E)             
Transfers of Notes Subject to Redemption, Repurchase or Conversion. Notwithstanding anything to the contrary in this
Indenture or the Notes, the Company, the Trustee and the Registrar will not be required to register the transfer of or exchange
any Note that (i) has been surrendered for conversion, except to the extent that any portion of such Note is not subject to conversion;
(ii) is subject to a Fundamental Change Repurchase Notice validly delivered, and not withdrawn, pursuant to Section 4.02(F),
except to the extent that any portion of such Note is not subject to such notice or the Company fails to pay the applicable Fundamental
Change Repurchase Price when due; or (iii) has been selected for Redemption pursuant to a Redemption Notice, except to the extent
that any portion of such Note is not subject to Redemption or the Company fails to pay the applicable Redemption Price when due.


 


Section 2.11.        
Exchange and Cancellation of Notes to Be Converted, Redeemed or Repurchased.


 


(A)            
Partial Conversions, Redemptions and Repurchases of Physical Notes. If only a portion of a Physical Note of a Holder
is to be converted pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change or Redemption,
then, as soon as reasonably practicable after such Physical Note is surrendered for such conversion, Redemption or repurchase,
the Company will cause such Physical Note to be exchanged, pursuant and subject to Section 2.10(C), for (i) one or more
Physical Notes that are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such
Physical Note that is not to be so converted, redeemed or repurchased, as applicable, and deliver such Physical Note(s) to such
Holder; and (ii) a Physical Note having a principal amount equal to the principal amount to be so converted, redeemed or repurchased,
as applicable, which Physical Note will be converted, redeemed or repurchased, as applicable, pursuant to the terms of this Indenture;
provided, however, that the Physical Note referred to in this clause (ii) need not be issued at any time after
which such principal amount subject to such conversion, Redemption or repurchase, as applicable, is deemed to cease to be outstanding
pursuant to Section 2.18.


 


(B)             
Cancellation of Converted, Redeemed and Repurchased Notes.


 


(i)                
Physical Notes. If a Physical Note (or any portion thereof that has not theretofore been exchanged pursuant to Section
2.11(A)) of a Holder is to be converted pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental
Change or Redemption, then, promptly after the later of the time such Physical Note (or such portion) is deemed to cease to be
outstanding pursuant to Section 2.18 and the time such Physical Note is surrendered for such conversion or such repurchase
pursuant to a Repurchase Upon Fundamental Change or Redemption, as applicable, (1) such Physical Note will be cancelled pursuant
to Section 2.15; and (2) in the case of a partial conversion, Redemption or repurchase, the Company will issue, execute
and deliver to such Holder, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more
Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of
such Physical Note that is not to be so converted, redeemed or repurchased; (y) are registered in the name of such Holder; and
(z) bear each legend, if any, required by Section 2.09.


 






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(ii)             
Global Notes. If a Global Note (or any portion thereof) is to be converted pursuant to Article 5 or repurchased
pursuant to a Repurchase Upon Fundamental Change or Redemption, then, promptly after the time such Note (or such portion) is deemed
to cease to be outstanding pursuant to Section 2.18, the Trustee will reflect a decrease of the principal amount of such
Global Note in an amount equal to the principal amount of such Global Note to be so converted, redeemed or repurchased, as applicable,
by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if
the principal amount of such Global Note is zero following such notation, cancel such Global Note pursuant to Section 2.15).


 


Section 2.12.        
Removal of Transfer Restrictions.


 


Without limiting the
generality of any other provision of this Indenture (including Section 3.04), the Restricted Note Legend affixed to any
Note will be deemed, pursuant to this Section 2.12 and the footnote to such Restricted Note Legend, to be removed therefrom
upon the Company’s delivery to the Trustee of notice, signed on behalf of the Company by one (1) of its Officers, to such
effect (and, for the avoidance of doubt, such notice need not be accompanied by an Officer’s Certificate or an Opinion of
Counsel in order to be effective to cause such Restricted Note Legend to be deemed to be removed from such Note). If such Note
bears a “restricted” CUSIP or ISIN number at the time of such delivery, then, upon such delivery, such Note will be
deemed, pursuant to this Section 2.12 and the footnotes to the CUSIP and ISIN numbers set forth on the face of the certificate
representing such Note, to thereafter bear the “unrestricted” CUSIP and ISIN numbers identified in such footnotes;
provided, however, that if such Note is a Global Note and the Depositary thereof requires a mandatory exchange or
other procedure to cause such Global Note to be identified by “unrestricted” CUSIP and ISIN numbers in the facilities
of such Depositary, then (i) the Company will effect such exchange or procedure as soon as reasonably practicable; and (ii) for
purposes of Section 3.04 and the definition of Freely Tradable, such Global Note will not be deemed to be identified by
 “unrestricted” CUSIP and ISIN numbers until such time as such exchange or procedure is effected.


 


Section 2.13.        
Replacement Notes.


 


If a Holder of any
Note claims that such Note has been mutilated, lost, destroyed or wrongfully taken, then the Company will issue, execute and deliver,
and the Trustee will authenticate, in each case in accordance with Section 2.02, a replacement Note upon surrender to the
Trustee of such mutilated Note, or upon delivery to the Trustee of evidence of such loss, destruction or wrongful taking reasonably
satisfactory to the Trustee and the Company. In the case of a lost, destroyed or wrongfully taken Note, the Company and the Trustee
may require the Holder thereof to provide such security or indemnity that is satisfactory to the Company and the Trustee to protect
the Company and the Trustee from any loss that any of them may suffer if such Note is replaced.


 


Every replacement
Note issued pursuant to this Section 2.13 will be an additional obligation of the Company and will be entitled to all of
the benefits of this Indenture equally and ratably with all other Notes issued under this Indenture.


 






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Section 2.14.        
Registered Holders; Certain Rights with Respect to Global Notes.


 


Only the Holder of
a Note will have rights under this Indenture as the owner of such Note. Without limiting the generality of the foregoing, Depositary
Participants will have no rights as such under this Indenture with respect to any Global Note held on their behalf by the Depositary
or its nominee, or by the Trustee as its custodian, and the Company, the Trustee and the Note Agents, and their respective agents,
may treat the Depositary as the absolute owner of such Global Note for all purposes whatsoever; provided, however,
that (A) the Holder of any Global Note may grant proxies and otherwise authorize any Person, including Depositary Participants
and Persons that hold interests in Notes through Depositary Participants, to take any action that such Holder is entitled to take
with respect to such Global Note under this Indenture or the Notes; and (B) the Company and the Trustee, and their respective agents,
may give effect to any written certification, proxy or other authorization furnished by the Depositary.


 


Section 2.15.        
Cancellation.


 


Without limiting the
generality of Section 3.08, the Company may at any time deliver Notes to the Trustee for cancellation. The Registrar, the
Paying Agent and the Conversion Agent will forward to the Trustee each Note duly surrendered to them for transfer, exchange, payment
or conversion. The Trustee will promptly cancel all Notes so surrendered to it in accordance with its customary procedures. Without
limiting the generality of Section 2.03(B), the Company may not originally issue new Notes to replace Notes that it has
paid or that have been cancelled upon transfer, exchange, payment or conversion.


 


Section 2.16.        
Notes Held by the Company or its Affiliates.


 


Without limiting the
generality of Sections 3.08 and 2.18, in determining whether the Holders of the required aggregate principal amount
of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any of its Affiliates will be deemed
not to be outstanding; provided, however, that, for purposes of determining whether the Trustee is protected in relying
on any such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded.


 


Section 2.17.        
Temporary Notes.


 


Until definitive Notes
are ready for delivery, the Company may issue, execute and deliver, and the Trustee will authenticate, in each case in accordance
with Section 2.02, temporary Notes. Temporary Notes will be substantially in the form of definitive Notes but may have variations
that the Company considers appropriate for temporary Notes. The Company will promptly prepare, issue, execute and deliver, and
the Trustee will authenticate, in each case in accordance with Section 2.02, definitive Notes in exchange for temporary
Notes. Until so exchanged, each temporary Note will in all respects be entitled to the same benefits under this Indenture as definitive
Notes.


 






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Section 2.18.    
    Outstanding Notes.


 


(A)            
Generally. The Notes that are outstanding at any time will be deemed to be those Notes that, at such time, have been
duly executed and authenticated, excluding those Notes (or portions thereof) that have theretofore been (i) cancelled by the Trustee
or delivered to the Trustee for cancellation in accordance with Section 2.15; (ii) assigned a principal amount of zero by
notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of any a Global Note representing
such Note; (iii) paid in full (including upon conversion) in accordance with this Indenture; or (iv) deemed to cease to be outstanding
to the extent provided in, and subject to, clause (B), (C) or (D) of this Section 2.18.


 


(B)             
Replaced Notes. If a Note is replaced pursuant to Section 2.13, then such Note will cease to be outstanding
at the time of its replacement, unless the Trustee and the Company receive proof reasonably satisfactory to them that such Note
is held by a “bona fide purchaser” under applicable law.


 


(C)             
Maturing Notes and Notes Called for Redemption or Subject to Repurchase. If, on a Redemption Date, a Fundamental
Change Repurchase Date or the Maturity Date, the Paying Agent holds money sufficient to pay the aggregate Redemption Price, Fundamental
Change Repurchase Price or principal amount, respectively, together, in each case, with the aggregate Special Interest, if any,
in each case due on such date, then (unless there occurs a Default in the payment of any such amount) (i) the Notes (or portions
thereof) to be redeemed or repurchased, or that mature, on such date will be deemed, as of such date, to cease to be outstanding,
except to the extent provided in Sections 4.02(D), 4.03(E) or 5.02(D); and (ii) the rights of the Holders
of such Notes (or such portions thereof), as such, will terminate with respect to such Notes (or such portions thereof), other
than the right to receive the Redemption Price, Fundamental Change Repurchase Price or principal amount, as applicable, of, and
any accrued and unpaid Special Interest on, such Notes (or such portions thereof), in each case as provided in this Indenture.


 


(D)            
Notes to Be Converted. At the Close of Business on the Conversion Date for any Note (or any portion thereof) to be
converted, such Note (or such portion) will (unless there occurs a Default in the delivery of the Conversion Consideration or any
Special Interest due, pursuant to Section 5.03(B) or Section 5.02(D), upon such conversion) be deemed to cease to
be outstanding, except to the extent provided in Section 5.02(D).


 


(E)             
Cessation of Accrual of Special Interest. Except as provided in Sections 4.02(D), 4.03(E) or 5.02(D),
Special Interest, if any, will cease to accrue on each Note from, and including, the date that such Note is deemed, pursuant to
this Section 2.18, to cease to be outstanding, unless there occurs a default in the payment or delivery of any cash or other
property due on such Note.


 


Section 2.19.        
Repurchases by the Company.


 


Without limiting the
generality of Sections 2.15 and 3.08, the Company may, from time to time, repurchase Notes in open market purchases
or in negotiated transactions without delivering prior notice to Holders.


 






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Section 2.20.     
   CUSIP Numbers.


 


Subject to Section
2.12, the Company may use one or more CUSIP numbers to identify any of the Notes, and, if so, the Company and the Trustee will
use such CUSIP number(s) in notices to Holders; provided, however, that (i) the Trustee makes no representation as
to the correctness or accuracy of any such CUSIP number; and (ii) the effectiveness of any such notice will not be affected by
any defect in, or omission of, any such CUSIP number. The Company will promptly notify the Trustee of any change in the CUSIP number(s)
identifying any Notes.


 


Article
3.         Covenants


 


Section 3.01.        
Payment on Notes.


 


(A)            
Generally. The Company will pay or cause to be paid all the principal of, the Fundamental Change Repurchase Price
and Redemption Price for, any Special Interest on, and other amounts due with respect to, the Notes on the dates and in the manner
set forth in this Indenture.


 


(B)             
Deposit of Funds. Before 11:00 A.M., New York City time, on each Redemption Date, Fundamental Change Repurchase Date
or Special Interest Payment Date, and on the Maturity Date or any other date on which any cash amount is due on the Notes, the
Company will deposit, or will cause there to be deposited, with the Paying Agent cash, in funds immediately available on such date,
sufficient to pay the cash amount due on the applicable Notes on such date; provided, however, that to the extent
any such deposit is received by the Paying Agent after 11:00 A.M., New York City time, on any Redemption Date, Fundamental Change
Repurchase Date or Special Interest Payment Date, such deposit will be deemed deposited on the next Business Day. The Paying Agent
will return to the Company, as soon as practicable, any money not required for such purpose.


 


Section 3.02.        
Exchange Act Reports.


 


(A)            
Generally. The Company will send to the Trustee copies of all reports that the Company is required to file with the
SEC pursuant to Section 13(a) or 15(d) of the Exchange Act within fifteen (15) calendar days after the date that the Company is
required to file the same (after giving effect to all applicable grace periods under the Exchange Act); provided, however,
that the Company need not send to the Trustee any material for which the Company has received, or is seeking in good faith and
has not been denied, confidential treatment by the SEC. Any report that the Company files with the SEC through the EDGAR system
(or any successor thereto) will be deemed to be sent to the Trustee at the time such report is so filed via the EDGAR system (or
such successor). Upon the request of any Holder, the Trustee will provide to such Holder a copy of any report that the Company
has sent the Trustee pursuant to this Section 3.02(A), other than a report that is deemed to be sent to the Trustee pursuant
to the preceding sentence.


 


(B)             
Trustee’s Disclaimer. The Trustee need not determine whether the Company has filed any material via the EDGAR
system (or such successor). The sending or filing of reports pursuant to Section 3.02(A) will not be deemed to constitute
constructive notice to the Trustee of any information contained, or determinable from information contained, therein, including
the Company’s compliance with any of its covenants under this Indenture.


 






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Section 3.03.        
Rule 144A Information.


 


If the Company is not
subject to Section 13 or 15(d) of the Exchange Act at any time when any Notes or shares of Common Stock issuable upon conversion
of the Notes are outstanding and constitute “restricted securities” (as defined in Rule 144), then the Company (or
its successor) will promptly provide, to the Trustee and, upon written request, to any Holder, beneficial owner or prospective
purchaser of such Notes or shares, 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 pursuant to Rule 144A. The Company (or its successor) will take such further action
as any Holder or beneficial owner of such Notes or shares may reasonably request to enable such Holder or beneficial owner to sell
such Notes or shares pursuant to Rule 144A.


 


Section 3.04.        
Special Interest.


 


(A)            
Accrual of Special Interest.


 


(i)              
If, at any time during the six (6) month period beginning on, and including, the date that is six (6) months after the Last
Original Issue Date of any Note,


 


(1)              
the Company fails to timely file any report (other than Form 8-K reports) that the Company is required to file with the
SEC pursuant to Section 13 or 15(d) of the Exchange Act (after giving effect to all applicable grace periods thereunder); or


 


(2)              
such Note is not otherwise Freely Tradable,


 


then Special Interest will accrue
on such Note for each day during such period on which such failure is continuing or such Note is not Freely Tradable.


 


(ii)             
In addition, Special Interest will accrue on a Note on each day on which such Note is not Freely Tradable on or after the
De-Legending Deadline Date for such Note.


 


(B)             
Amount and Payment of Special Interest. Any Special Interest that accrues on a Note pursuant to Section 3.04(A)
will be payable in arrears on each Special Interest Payment Date as set forth in Section 2.04 and will accrue at a
rate per annum equal to one quarter of one percent (0.25%) of the principal amount thereof for the first ninety (90) days on which
Special Interest accrues and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount
thereof; provided, however, that in no event will Special Interest that may accrue pursuant to Section 3.04(A)(i)(1),
together with any Special Interest that is payable at the Company’s election pursuant to Section 7.03 as the
sole remedy for any Reporting Event of Default, accrue on any day on a Note at a combined rate per annum that exceeds one half
of one percent (0.50%), regardless of the number of events or circumstances giving rise to the requirement to pay such Special
Interest. For the avoidance of doubt, any Special Interest that accrues on a Note pursuant to this Section 3.04 will be
in addition to any Special Interest that accrues on such Note pursuant to Section 7.03.


 






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(C)             
Notice of Accrual of Special Interest; Trustee’s Disclaimer. The Company will send notice to the Holder of
each Note, and to the Trustee, of the commencement and termination of any period in which any Special Interest pursuant to this
Section 3.04 accrues on such Note. In addition, if any Special Interest accrues on any Note, then, no later than five (5)
Business Days before each date on which such Special Interest is to be paid, the Company will deliver an Officer’s Certificate
to the Trustee and the Paying Agent stating (i) that the Company is obligated to pay Special Interest pursuant to this Section
3.04 on such Note on such date of payment; and (ii) the amount of such Special Interest that is payable on such date of payment.
The Trustee will have no duty to determine whether any Special Interest is payable or the amount thereof.


 


Section 3.05.       
Compliance and Default Certificates.


 


(A)            
Annual Compliance Certificate. Within ninety (90) days after April 3, 2021 and each fiscal year of the Company ending
thereafter, the Company will deliver an Officer’s Certificate to the Trustee stating (i) that the signatory thereto has supervised
a review of the activities of the Company and its Subsidiaries during such fiscal year with a view towards determining whether
any Default or Event of Default has occurred; and (ii) whether, to such signatory’s knowledge, a Default or Event of Default
has occurred or is continuing (and, if so, describing all such Defaults or Events of Default and what action the Company is taking
or proposes to take with respect thereto).


 


(B)             
Default Certificate. If a Default or Event of Default occurs, then the Company will promptly, and in any event within
thirty (30) days after an Officer of the Company obtains knowledge of the occurrence of such Default or Event of Default, deliver
an Officer’s Certificate to the Trustee describing the same and what action the Company is taking or proposes to take with
respect thereto.


 


Section 3.06.        
Stay, Extension and Usury Laws.


 


To the extent that
it may lawfully do so, the Company (A) agrees that it will not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever enacted or in force) that may affect
the covenants or the performance of this Indenture; and (B) expressly waives all benefits or advantages of any such law and agrees
that it will not, by resort to any such law, hinder, delay or impede the execution of any power granted to the Trustee by this
Indenture, but will suffer and permit the execution of every such power as though no such law has been enacted.


 


Section 3.07.        
Corporate Existence.


 


Subject to Article
6, the Company will cause to preserve and keep in full force and effect:


 


(A)             
its corporate existence in accordance with the organizational documents of the Company; and


 






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(B)             
 the material rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries;


 


provided, however, that the
Company need not preserve or keep in full force and effect any such license or franchise if the Board of Directors determines that
(x) the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as
a whole; and (y) the loss thereof is not, individually or in the aggregate, materially adverse to the Holders.


 


Section
3.08.     Restriction
on Acquisition of Notes by the Company and its Affiliates.


 


The Company will promptly
deliver to the Trustee for cancellation all Notes that the Company or any of its Subsidiaries have purchased or otherwise acquired.
The Company will use commercially reasonable efforts to prevent any of its controlled Affiliates from acquiring any Note (or any
beneficial interest therein).


 


Section
3.09.     Further
Instruments and Acts.


 


At the Trustee’s
request, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary
or proper to more effectively carry out the purposes of this Indenture.


 


Article
4.         Repurchase
and Redemption


 


Section
4.01.     No Sinking
Fund.


 


No sinking fund is
required to be provided for the Notes.


 


Section
4.02.     Right of
Holders to Require the Company to Repurchase Notes upon a Fundamental Change.


 


(A)            
Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change. Subject to the other terms
of this Section 4.02, if a Fundamental Change occurs, then each Holder will have the right (the “Fundamental Change
Repurchase Right”) to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized
Denomination) on the Fundamental Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental
Change Repurchase Price.


 


(B)              Repurchase
Prohibited in Certain Circumstances. If the principal amount of the Notes has been accelerated and such acceleration has
not been rescinded on or before the Fundamental Change Repurchase Date for a Repurchase Upon Fundamental Change (including as
a result of the payment of the related Fundamental Change Repurchase Price, and any related Special Interest pursuant to the
proviso to Section 4.02(D), on such Fundamental Change Repurchase Date), then (i) the Company may not repurchase any
Notes pursuant to this Section 4.02; and (ii) the Company will cause any Notes theretofore surrendered for such
Repurchase Upon Fundamental Change to be returned to the Holders thereof (or, if applicable with respect to Global Notes,
cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial
interest in such Notes in accordance with the Depositary Procedures).


 






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(C)             
Fundamental Change Repurchase Date. The Fundamental Change Repurchase Date for any Fundamental Change will be a Business
Day of the Company’s choosing that is no more than thirty five (35), nor less than twenty (20), Business Days after the date
the Company sends the related Fundamental Change Notice pursuant to Section 4.02(E).


 


(D)            
Fundamental Change Repurchase Price. The Fundamental Change Repurchase Price for any Note to be repurchased upon
a Repurchase Upon Fundamental Change following a Fundamental Change is an amount in cash equal to the principal amount of such
Note plus accrued and unpaid Special Interest, if any, on such Note to, but excluding, the Fundamental Change Repurchase Date
for such Fundamental Change; provided, however, that if such Fundamental Change Repurchase Date is after a Special
Interest Record Date and on or before the next Special Interest Payment Date, then (i) the Holder of such Note at the Close of
Business on such Special Interest Record Date will be entitled, notwithstanding such Repurchase Upon Fundamental Change, to receive,
on or, at the Company’s election, before such Special Interest Payment Date, any unpaid Special Interest that would have
accrued on such Note to, but excluding, such Special Interest Payment Date (assuming, solely for these purposes, that such Note
remained outstanding through such Special Interest Payment Date, if such Fundamental Change Repurchase Date is before such Special
Interest Payment Date); and (ii) the Fundamental Change Repurchase Price will not include any accrued and unpaid Special Interest
on such Note to, but excluding, such Fundamental Change Repurchase Date. For the avoidance of doubt, if a Special Interest Payment
Date is not a Business Day within the meaning of Section 2.05(C) and such Fundamental Change Repurchase Date occurs on
the Business Day immediately after such Special Interest Payment Date, then (x) any accrued and unpaid Special Interest on Notes
to, but excluding, such Special Interest Payment Date will be paid, in accordance with Section 2.05(C), on the next Business
Day to Holders as of the Close of Business on the immediately preceding Special Interest Record Date; and (y) the Fundamental
Change Repurchase Price will include any Special Interest on Notes to be repurchased from, and including, such Special Interest
Payment Date to, but excluding, the Fundamental Change Repurchase Date. 


 


(E)             
Fundamental Change Notice. On or before the twentieth (20th) calendar day after the occurrence of a Fundamental Change,
the Company will send to each Holder, the Trustee and the Paying Agent a notice of such Fundamental Change (a “Fundamental
Change Notice”). Substantially contemporaneously, the Company will issue a press release through such national newswire
service as the Company then uses (or publish the same through such other widely disseminated public medium as the Company then
uses, including its website) containing the information set forth in the Fundamental Change Notice.


 


Such Fundamental Change
Notice must state:


 


(i)              
briefly, the events causing such Fundamental Change;


 


(ii)             
the effective date of such Fundamental Change;


 






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(iii)           
 the procedures that a Holder must follow to require the Company to repurchase its Notes pursuant to this Section 4.02,
including the deadline for exercising the Fundamental Change Repurchase Right and the procedures for submitting and withdrawing
a Fundamental Change Repurchase Notice;


 


(iv)            
the Fundamental Change Repurchase Date for such Fundamental Change;


 


(v)            
the Fundamental Change Repurchase Price per $1,000 principal amount of Notes for such Fundamental Change (and, if such Fundamental
Change Repurchase Date is after a Special Interest Record Date and on or before the next Special Interest Payment Date, the amount,
manner and timing of any Special Interest payment payable pursuant to the proviso to Section 4.02(D));


 


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


 


(vii)         
the Conversion Rate in effect on the date of such Fundamental Change Notice and a description and quantification of any
adjustments to the Conversion Rate that may result from such Fundamental Change (including pursuant to Section 5.07);


 


(viii)         
that Notes for which a Fundamental Change Repurchase Notice has been duly tendered and not duly withdrawn must be delivered
to the Paying Agent for the Holder thereof to be entitled to receive the Fundamental Change Repurchase Price;


 


(ix)            
that Notes (or any portion thereof) that are subject to a Fundamental Change Repurchase Notice that has been duly tendered
may be converted only if such Fundamental Change Repurchase Notice is withdrawn in accordance with this Indenture; and


 


(x)              
the CUSIP number(s), if any, of the Notes.


 


Neither the failure
to deliver a Fundamental Change Notice nor any defect in a Fundamental Change Notice will limit the Fundamental Change Repurchase
Right of any Holder or otherwise affect the validity of any proceedings relating to any Repurchase Upon Fundamental Change.


 


(F)             
Procedures to Exercise the Fundamental Change Repurchase Right.


 


(i)             
Delivery of Fundamental Change Repurchase Notice and Notes to Be Repurchased. To exercise its Fundamental Change
Repurchase Right for a Note following a Fundamental Change, the Holder thereof must deliver to the Paying Agent:


 


(1)              
before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date (or such
later time as may be required by law), a duly completed, written Fundamental Change Repurchase Notice with respect to such Note;
and


 


(2)            
such Note, duly endorsed for transfer (if such Note is a Physical Note) or by book-entry transfer (if such Note is a Global
Note).


 






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The Paying Agent will promptly
deliver to the Company a copy of each Fundamental Change Repurchase Notice that it receives.


 


(ii)             
Contents of Fundamental Change Repurchase Notices. Each Fundamental Change Repurchase Notice with respect to a Note
must state:


 


(1)              
if such Note is a Physical Note, the certificate number of such Note;


 


(2)              
the principal amount of such Note to be repurchased, which must be an Authorized Denomination; and


 


(3)             
that such Holder is exercising its Fundamental Change Repurchase Right with respect to such principal amount of such Note;


 


provided, however,
that if such Note is a Global Note, then such Fundamental Change Repurchase Notice must comply with the Depositary Procedures (and
any such Fundamental Change Repurchase Notice delivered in compliance with the Depositary Procedures will be deemed to satisfy
the requirements of this Section 4.02(F)).


 


(iii)           
Withdrawal of Fundamental Change Repurchase Notice. A Holder that has delivered a Fundamental Change Repurchase Notice
with respect to a Note may withdraw such Fundamental Change Repurchase Notice by delivering a written notice of withdrawal to the
Paying Agent at any time before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase
Date. Such withdrawal notice must state:


 


(1)              
if such Note is a Physical Note, the certificate number of such Note;


 


(2)              
the principal amount of such Note to be withdrawn, which must be an Authorized Denomination; and


 


(3)             
the principal amount of such Note, if any, that remains subject to such Fundamental Change Repurchase Notice, which must
be an Authorized Denomination;


 


provided, however,
that if such Note is a Global Note, then such withdrawal notice must comply with the Depositary Procedures (and any such withdrawal
notice delivered in compliance with the Depositary Procedures will be deemed to satisfy the requirements of this Section 4.02(F)).


 


Upon receipt of any such
withdrawal notice with respect to a Note (or any portion thereof), the Paying Agent will (x) promptly deliver a copy of such
withdrawal notice to the Company; and (y) if such Note is surrendered to the Paying Agent, cause such Note (or such portion
thereof in accordance with Section 2.11, treating such Note as having been then surrendered for partial repurchase in
the amount set forth in such withdrawal notice as remaining subject to repurchase) to be returned to the Holder thereof (or,
if applicable with respect to any Global Note, cancel any instructions for book-entry transfer to the Company, the Trustee or
the Paying Agent of the applicable beneficial interest in such Note in accordance with the Depositary Procedures).


 






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(G)            
Payment of the Fundamental Change Repurchase Price. Without limiting the Company’s obligation to deposit the
Fundamental Change Repurchase Price within the time proscribed by Section 3.01(B), the Company will cause the Fundamental
Change Repurchase Price for a Note (or portion thereof) to be repurchased pursuant to a Repurchase Upon Fundamental Change to be
paid to the Holder thereof on or before the later of (i) the applicable Fundamental Change Repurchase Date; and (ii) the date (x)
such Note is delivered to the Paying Agent (in the case of a Physical Note) or (y) the Depositary Procedures relating to the repurchase,
and the delivery to the Paying Agent, of such Holder’s beneficial interest in such Note to be repurchased are complied with
(in the case of a Global Note). For the avoidance of doubt, any Special Interest payable pursuant to the proviso to Section
4.02(D) on any Note to be repurchased pursuant to a Repurchase Upon Fundamental Change must be paid pursuant to such proviso
regardless of whether such Note is delivered or such Depositary Procedures are complied with pursuant to the first sentence of
this Section 4.02(G).


 


(H)            
Compliance with Applicable Securities Laws. To the extent applicable, the Company will comply with all federal and
state securities laws in connection with a Repurchase Upon Fundamental Change (including complying with Rules 13e-4 and 14e-1 under
the Exchange Act and filing any required Schedule TO, to the extent applicable) so as to permit effecting such Repurchase Upon
Fundamental Change in the manner set forth in this Indenture; provided, however, that, to the extent that the Company’s
obligations pursuant to this Section 4.02 conflict with any law or regulation that is applicable to the Company and enacted
after the Issue Date, the Company’s compliance with such law or regulation will not be considered to be a Default of such
obligations.


 


(I)              
Repurchase in Part. Subject to the terms of this Section 4.02, Notes may be repurchased pursuant to a Repurchase
Upon Fundamental Change in part, but only in Authorized Denominations. Provisions of this Section 4.02 applying to the repurchase
of a Note in whole will equally apply to the repurchase of a permitted portion of a Note.


 


Section
4.03.    
Right of the Company to Redeem the Notes.


 


(A)            
No Right to Redeem Before March 5, 2024. The Company may not redeem the Notes at its option at any time before March
5, 2024.


 


(B)             Right
to Redeem the Notes on or After March 5, 2024. Subject to the terms of this Section 4.03, the Company has the
right, at its election, to redeem all, or any portion (subject to the Partial Redemption Limitation) in an Authorized
Denomination, of the Notes, at any time and from time to time, on a Redemption Date on or after March 5, 2024 and on or
before the fortieth (40th) Scheduled Trading Day immediately before the Maturity Date, for a cash purchase price equal to the
Redemption Price, but only if the Last Reported Sale Price per share of Common Stock exceeds one hundred and thirty percent
(130%) of the Conversion Price on (i) each of at least twenty (20) Trading Days (whether or not consecutive) during the
thirty (30) consecutive Trading Days ending on, and including, the Trading Day immediately before the Redemption Notice Date
for such Redemption; and (ii) the Trading Day immediately before such Redemption Notice Date. For the avoidance of doubt, the
calling of any Notes for Redemption will constitute a Make-Whole Fundamental Change with respect to such Notes pursuant to clause
(B) of the definition thereof.


 






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(C)             
Redemption Prohibited in Certain Circumstances. If the principal amount of the Notes has been accelerated and such
acceleration has not been rescinded on or before the Redemption Date (including as a result of the payment of the related Redemption
Price, and any related Special Interest pursuant to the proviso to Section 4.03(D), on such Redemption Date), then (i) the
Company may not call for Redemption or otherwise redeem any Notes pursuant to this Section 4.03; and (ii) the Company will
cause any Notes theretofore surrendered for such Redemption to be returned to the Holders thereof (or, if applicable with respect
to Global Notes, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable
beneficial interests in such Notes in accordance with the Depositary Procedures).


 


(D)           
Redemption Date. The Redemption Date for any Redemption will be a Business Day of the Company’s choosing that
is no more than sixty-fifth (65th), nor less than forty-fifth (45th), Scheduled Trading Days after the Redemption Notice Date for
such Redemption.


 


(E)             
Redemption Price. The Redemption Price for any Note called for Redemption is an amount in cash equal to the principal
amount of such Note plus any accrued and unpaid Special Interest on such Note to, but excluding, the Redemption Date for such Redemption;
provided, however, that if such Redemption Date is after a Special Interest Record Date and on or before the next
Special Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Special Interest Record Date will
be entitled, notwithstanding such Redemption, to receive, on or, at the Company’s election, before such Special Interest
Payment Date, any unpaid Special Interest that would have accrued on such Note to, but excluding, such Special Interest Payment
Date (assuming, solely for these purposes, that such Note remained outstanding through such Special Interest Payment Date, if such
Redemption Date is before such Special Interest Payment Date); and (ii) the Redemption Price will not include any accrued and unpaid
Special Interest on such Note to, but excluding, such Redemption Date. For the avoidance of doubt, if a Special Interest Payment
Date is not a Business Day within the meaning of Section 2.05(C) and such Redemption Date occurs on the Business Day immediately
after such Special Interest Payment Date, then (x) any accrued and unpaid Special Interest on Notes to, but excluding, such Special
Interest Payment Date will be paid, in accordance with Section 2.05(C), on the next Business Day to Holders as of the Close
of Business on the immediately preceding Special Interest Record Date; and (y) the Redemption Price will include any Special Interest
on Notes to be redeemed from, and including, such Special Interest Payment Date to, but excluding, such Redemption Date.


 


(F)             
Redemption Notice. To call any Notes for Redemption, the Company must (x) send to each Holder of such Notes, the
Trustee and the Paying Agent a written notice of such Redemption (a “Redemption Notice”) and (y) substantially
contemporaneously therewith, publish, on the Company’s website or through such other public medium as the Company then uses,
the information set forth in the Redemption Notice.


 






    - 36 -


     


    

 


       Such Redemption Notice must state:


 


(i)              
that the Notes have been called for Redemption, briefly describing the Company’s Redemption right under this Indenture;


 


(ii)             
the Redemption Date for such Redemption;


 


(iii)          
the Redemption Price per $1,000 principal amount of Notes for such Redemption (and, if the Redemption Date is after a Special
Interest Record Date and on or before the next Special Interest Payment Date, the amount, manner and timing of any Special Interest
payment payable pursuant to the proviso to Section 4.03(D));


 


(iv)            
the name and address of the Paying Agent and the Conversion Agent;


 


(v)            
that Notes called for Redemption may be converted at any time before the Close of Business on the Business Day immediately
before the Redemption Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time
until such time as the Company pays such Redemption Price in full);


 


(vi)           
the Conversion Rate in effect on the Redemption Notice Date for such Redemption and a description and quantification of
any adjustments to the Conversion Rate that may result from such Redemption (including pursuant to Section 5.07);


 


(vii)           
the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after such Redemption
Notice Date and before such Redemption Date; and


 


(viii)          
the CUSIP number(s), if any, of the Notes.


 


On or before the Redemption
Notice Date, the Company will send a copy of such Redemption Notice to the Trustee and the Paying Agent.


 


(G)            
Selection, Conversion and Transfer of Notes to Be Redeemed in Part. If less than all Notes then outstanding are called
for Redemption, then:


 


(i)             
the Notes to be redeemed will be selected by the Company as follows: (1) in the case of Global Notes, in accordance with
the Depositary Procedures; and (2) in the case of Physical Notes, pro rata, by lot or by such other method the Company considers
fair and appropriate; and


 


(ii)             
if only a portion of a Note is subject to Redemption and such Note is converted in part, then the converted portion of such
Note will be deemed to be from the portion of such Note that was subject to Redemption.


 


(H)             Payment
of the Redemption Price. Without limiting the Company’s obligation to deposit the Redemption Price by the time
proscribed by Section 3.01(B), the Company will cause the Redemption Price for a Note (or portion thereof) subject to
Redemption to be paid to the Holder thereof on or before the applicable Redemption Date. For the avoidance of doubt, any
Special Interest payable pursuant to the proviso to Section 4.03(D) on any Note (or portion thereof) subject to
Redemption must be paid pursuant to such proviso.


 






    - 37 -


     


    

 


(I)               
Special Provisions for Partial Calls. If the Company elects to redeem less than all of the outstanding Notes pursuant
to this Section 4.03, at least one hundred fifty million dollars ($150,000,000.00) aggregate principal amount of Notes must
be outstanding and not subject to Redemption as of the date the Company sends the related Redemption Notice (such requirement,
the “Partial Redemption Limitation”). In addition, if the Company elects to redeem less than all of the outstanding
Notes pursuant to this Section 4.03, and the Holder of any Note, or any owner of a beneficial interest in any Global Note,
is reasonably not able to determine, before the Close of Business on the forty second (42nd) Scheduled Trading Day immediately
before the Redemption Date for such Redemption, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant
to such Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as
applicable, at any time before the Close of Business on the Business Day immediately before such Redemption Date, and each such
conversion will be deemed to be of a Note called for Redemption for purposes of this Section 4.03 and Sections 5.01(C)(i)(4)
and 5.07.


 


Article
5.         Conversion


 


Section
5.01.    
Right to Convert.


 


(A)            
Generally. Subject to the provisions of this Article 5, each Holder may, at its option, convert such Holder’s
Notes into Conversion Consideration.


 


(B)             
Conversions in Part. Subject to the terms of this Indenture, Notes may be converted in part, but only in Authorized
Denominations. Provisions of this Article 5 applying to the conversion of a Note in whole will equally apply to conversions
of a permitted portion of a Note.


 


(C)             
When Notes May Be Converted.


 


(i)              
Generally. Subject to Section 5.01(C)(ii), a Note may be converted only in the following circumstances:


 


(1)              
Conversion upon Satisfaction of Common Stock Sale Price Condition. A Holder may convert its Notes during any calendar
quarter (and only during such calendar quarter) commencing after the calendar quarter ending on June 30, 2021, if the Last Reported
Sale Price per share of Common Stock exceeds one hundred and thirty percent (130%) of the Conversion Price for each of at least
twenty (20) Trading Days (whether or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including,
the last Trading Day of the immediately preceding calendar quarter.


 


(2)               Conversion
upon Satisfaction of Note Trading Price Condition. A Holder may convert its Notes during the five (5) consecutive
Business Days immediately after any five (5) consecutive Trading Day period (such five (5) consecutive Trading Day period,
the “Measurement Period”) if the Trading Price per $1,000 principal amount of Notes, as determined
following a request by a Holder in accordance with the procedures set forth below, for each Trading Day of the Measurement
Period was less than ninety eight percent (98%) of the product of the Last Reported Sale Price per share of Common Stock on
such Trading Day and the Conversion Rate on such Trading Day. The condition set forth in the preceding sentence is referred
to in this Indenture as the “Trading Price Condition.”


 






    - 38 -


     


    

 


The Trading Price will be determined
by the Bid Solicitation Agent pursuant to this Section 5.01(C)(i)(2) and the definition of “Trading Price.”
The Bid Solicitation Agent (if not the Company) will have no obligation to determine the Trading Price of the Notes unless the
Company has requested such determination in writing, and the Company will have no obligation to make such request (or seek bids
itself) unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes
would be less than ninety eight percent (98%) of the product of the Last Reported Sale Price per share of Common Stock and the
Conversion Rate. If a Holder provides such evidence, then the Company will (if acting as Bid Solicitation Agent), or will instruct
the Bid Solicitation Agent to, determine the Trading Price of the Notes beginning on the next Trading Day and on each successive
Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to ninety eight percent (98%)
of the product of the Last Reported Sale Price per share of Common Stock on such Trading Day and the Conversion Rate on such Trading
Day. If the Trading Price Condition has been met as set forth above, then the Company will notify the Holders, the Trustee and
the Conversion Agent of the same. If, on any Trading Day after the Trading Price Condition has been met as set forth above, the
Trading Price per $1,000 principal amount of Notes is greater than or equal to ninety eight percent (98%) of the product of the
Last Reported Sale Price per share of Common Stock on such Trading Day and the Conversion Rate on such Trading Day, then the Company
will notify the Holders, the Trustee and the Conversion Agent of the same.


 


(3)              
Conversion upon Specified Corporate Events.


 


(a)              
Certain Distributions. If the Company elects to:


 


(I)                distribute,
to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a
stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the
occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon
their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not
more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common
Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the
ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is
announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or


 






    - 39 -


     


    

 


(II)             
distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase
the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board
of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately
before the date such distribution is announced,


 


then, in either case, (x) the
Company will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion
Agent at least forty five (45) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if later in the case
of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under
a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering
event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until
the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement
that such distribution will not take place.


 


(b)              
Certain Corporate Events. If a Fundamental Change, Make-Whole Fundamental Change (other than a Make-Whole Fundamental
Change pursuant to clause (B) of the definition thereof) or Common Stock Change Event occurs, then, in each case, Holders
may convert their Notes at any time from, and including, the effective date of such transaction or event to, and including, the
thirty fifth (35th) Trading Day after such effective date (or, if such transaction or event also constitutes a Fundamental Change,
to, but excluding, the related Fundamental Change Repurchase Date); provided, however, that if the Company does not
provide the notice referred to in the immediately following sentence by such effective date, then the last day on which the Notes
are convertible pursuant to this sentence will be extended by the number of Business Days from, and including, such effective date
to, but excluding, the date the Company provides such notice. No later than such effective date, the Company will send notice to
the Holders, the Trustee and the Conversion Agent of such transaction or event, such effective date and the related right to convert
Notes.


 


(4)               Conversion
upon Redemption. If the Company calls all or any Notes for Redemption, then the Holder of any Note may convert such Note
at any time before the Close of Business on the Business Day immediately before the related Redemption Date (or, if the
Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time as the Company
pays such Redemption Price in full).


 






    - 40 -


     


    

 


(5)              
Conversions During Free Convertibility Period. A Holder may convert its Notes at any time from, and including, September
1, 2025 until the Close of Business on the second (2nd) Scheduled Trading Day immediately before the Maturity Date.


 


For the avoidance of doubt, the
Notes may become convertible pursuant to any one or more of the preceding sub-paragraphs of this Section 5.01(C)(i) and
the Notes ceasing to be convertible pursuant to a particular sub-paragraph of this Section 5.01(C)(i) will not preclude
the Notes from being convertible pursuant to any other sub-paragraph of this Section 5.01(C)(i).


 


(ii)             
Limitations and Closed Periods. Notwithstanding anything to the contrary in this Indenture or the Notes:


 


(1)              
Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is
a Business Day;


 


(2)            
in no event may any Note be converted after the Close of Business on the second (2nd) Scheduled Trading Day immediately
before the Maturity Date;


 


(3)              
if the Company calls any Note for Redemption pursuant to Section 4.03, then the Holder of such Note may not convert
such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent
the Company fails to pay the Redemption Price for such Note in accordance with this Indenture; and


 


(4)              
if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.02(F) with respect to any Note,
then such Note may not be converted, except to the extent (a) such Note is not subject to such notice; (b) such notice is withdrawn
in accordance with Section 4.02(F); or (c) the Company fails to pay the Fundamental Change Repurchase Price for such Note
in accordance with this Indenture.


 


Section
5.02.    
Conversion Procedures.


 


(A)            
Generally.


 


(i)                
Global Notes. To convert a beneficial interest in a Global Note that is convertible pursuant to Section 5.01(C),
the owner of such beneficial interest must (1) comply with the Depositary Procedures for converting such beneficial interest (at
which time such conversion will become irrevocable); and (2) pay any amounts due pursuant to Section 5.02(D) or Section
5.02(E).


 






    - 41 -


     


    

 


(ii)             
 Physical Notes. To convert all or a portion of a Physical Note that is convertible pursuant to Section 5.01(C),
the Holder of such Note must (1) complete, manually sign and deliver to the Conversion Agent the conversion notice attached to
such Physical Note or a facsimile of such conversion notice; (2) deliver such Physical Note to the Conversion Agent (at which time
such conversion will become irrevocable); (3) furnish any endorsements and transfer documents that the Company or the Conversion
Agent may require; and (4) pay any amounts due pursuant to Section 5.02(D) or Section 5.02(E).


 


(B)             
Effect of Converting a Note. At the Close of Business on the Conversion Date for a Note (or any portion thereof)
to be converted, such Note (or such portion) will (unless there occurs a Default in the delivery of the Conversion Consideration
or any Special Interest due, pursuant to Section 5.03(B) or Section 5.02(D), upon such conversion) be deemed to cease
to be outstanding (and, for the avoidance of doubt, no Person will be deemed to be a Holder of such Note (or such portion thereof)
as of the Close of Business on such Conversion Date), except to the extent provided in Section 5.02(D).


 


(C)             
Holder of Record of Conversion Shares. The Person in whose name any share of Common Stock is issuable upon conversion
of any Note will be deemed to become the holder of record of such share as of the Close of Business on the last VWAP Trading Day
of the Observation Period for such conversion.


 


(D)             Interest
Payable upon Conversion in Certain Circumstances. If the Conversion Date of a Note is after a Special Interest Record
Date and before the next Special Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such
Special Interest Record Date will be entitled, notwithstanding such conversion (and, for the avoidance of doubt,
notwithstanding anything set forth in the proviso to this sentence), to receive, on or, at the Company’s election,
before such Special Interest Payment Date, any unpaid Special Interest that would have accrued on such Note to, but
excluding, such Special Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding
through such Special Interest Payment Date); and (ii) the Holder surrendering such Note for conversion must deliver to the
Conversion Agent, at the time of such surrender, an amount of cash equal to the amount of any such Special Interest referred
to in clause (i) above; provided, however, that the Holder surrendering such Note for conversion need not
deliver such cash (w) if the Company has specified a Redemption Date that is after such Special Interest Record Date and on
or before the Business Day immediately after such Special Interest Payment Date; (x) if such Conversion Date occurs after
such Special Interest Record Date immediately before the Maturity Date; (y) if the Company has specified a Fundamental Change
Repurchase Date that is after such Special Interest Record Date and on or before the Business Day immediately after such
Special Interest Payment Date; or (z) to the extent of any overdue Special Interest, if any overdue Special Interest exists
at the time of such surrender. For the avoidance of doubt, as a result of, and without limiting the generality of, the
foregoing, if a Note is converted with a Conversion Date that is after such Special Interest Record Date immediately before
the Maturity Date (if and to the extent Special Interest is payable on the Maturity Date), any Redemption Date (if and to the
extent Special Interest is payable on any Redemption Date) and any Fundamental Change Repurchase Date (if and to the extent
Special Interest is payable on any Fundamental Change Repurchase Date) described in clauses (w) through (z) above, then the
Company will pay, as provided above, any Special Interest that would have accrued on such Note to, but excluding, the
Maturity Date or other applicable Special Interest Payment Date to Holders as of the Close of Business on such Special
Interest Record Date immediately before the Maturity Date or other applicable Special Interest Payment Date. For the
avoidance of doubt, if the Conversion Date of a Note to be converted is on any Special Interest Payment Date, then the Holder
of such Note at the Close of Business on such Special Interest Record Date immediately before such Special Interest Payment
Date will be entitled to receive, on such Special Interest Payment Date, any unpaid Special Interest that has accrued on such
Note to, but excluding, such Special Interest Payment Date, and such Note, when surrendered for conversion, need not be
accompanied by any cash amount pursuant to the first sentence of this Section 5.02(D).


 






    - 42 -


     


    

 


(E)             
Taxes and Duties. If a Holder converts a Note, the Company will pay any documentary, stamp or similar issue or transfer
tax or duty due on the issue or delivery of any shares of Common Stock upon such conversion; provided, however, that
if any tax or duty is due because such Holder requested such shares to be registered in a name other than such Holder’s name,
then such Holder will pay such tax or duty and, until having received a sum sufficient to pay such tax or duty, the Conversion
Agent may refuse to deliver any such shares to be issued in a name other than that of such Holder.


 


(F)             
Conversion Agent to Notify Company of Conversions. If any Note is submitted for conversion to the Conversion Agent
or the Conversion Agent receives any written notice of conversion with respect to a Note, then the Conversion Agent will promptly
notify the Company and the Trustee of such occurrence, together with any other information reasonably requested by the Company,
and will cooperate with the Company to determine the Conversion Date for such Note. For these purposes, a conversion instructions
with respect to any Global Note which instructions are delivered to the Conversion Agent by means of a “Voluntary Offering
Instruction” pursuant to the Depositary Procedures will be deemed to be in writing.


 


Section
5.03.    
Settlement upon Conversion.


 


(A)            
Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering,
as applicable and as provided in this Article 5, either (x) solely cash as provided in Section 5.03(B)(i)(1) (a “Cash
Settlement”); or (y) a combination of cash (in no event with a Specified Dollar Amount less than $1,000 per $1,000 principal
amount of Notes) and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section
5.03(B)(i)(2) (a “Combination Settlement”).


 


The Company will have
the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:


 


(i)              
subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after September
1, 2025 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders
and the Conversion Agent no later than the Open of Business on September 1, 2025;


 


(ii)             subject
to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose
Conversion Date occurs before September 1, 2025, then the Company will send notice of such Settlement Method to the Holder of
such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion
Date;


 






    - 43 -


     


    

 


(iii)            
if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the
case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for
Redemption) sent pursuant to Section 4.03(F), the Settlement Method that will apply to all conversions of Notes with a Conversion
Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption
Date occurs on or after September 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause
(i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after September 1, 2025;


 


(iv)           
the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the
avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with
different Conversion Dates, except as provided in clause (i) or (iii) above);


 


(v)            
if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will
be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election
will not constitute a Default or Event of Default);


 


(vi)           
if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify
the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be
deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification
will not constitute a Default or Event of Default), and in no event will the Specified Dollar Amount applicable to any conversion
of any Note be less than $1,000 per $1,000 principal amount of Notes.; and


 


(vii)           
the Settlement Method will be subject to Section 5.09(A)(2).


 


In addition, the
Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to
the Trustee and the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes
with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that such Settlement
Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including
pursuant to, and subject to, the other provisions of this Section 5.03(A)). However, in all cases, no such irrevocable
election will affect any Settlement Method thereto elected (or deemed elected) with any Note pursuant to this Indenture and
in no event may the Company elect Combination Settlement with a Specified Dollar Amount that is less than $1,000 principal
amount of Notes. Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election
is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice
is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to
amend this Indenture or the Notes, including pursuant to Section 8.01(G) (it being understood, however, that the
Company may nonetheless choose to execute such an amendment at its option).


 






    - 44 -


     


    

 


If the Company changes
the Default Settlement Method or irrevocably fixes the Settlement Method pursuant to the provisions described above, then the Company
will either post the Default Settlement Method or fixed Settlement Method, as applicable, on its website or disclose the same in
a current report on Form 8-K (or any successor form) that is filed with, or furnished to, the SEC.


 


(B)             
Conversion Consideration.


 


(i)            
Generally. Subject to Section 5.03(B)(ii) and Section 5.03(B)(iii), the type and amount of consideration
(the “Conversion Consideration”) due in respect of each $1,000 principal amount of a Note to be converted will
be as follows:


 


(1)              
if Cash Settlement applies to such conversion, cash in an amount equal to the sum of the Daily Conversion Values for each
VWAP Trading Day in the Observation Period for such conversion; or


 


(2)              
if Combination Settlement applies to such conversion, consideration consisting of (a) a number of shares of Common Stock
equal to the sum of the Daily Share Amounts for each VWAP Trading Day in the Observation Period for such conversion; and (b) an
amount of cash equal to the sum of the Daily Cash Amounts for each VWAP Trading Day in such Observation Period.


 


(ii)             
Cash in Lieu of Fractional Shares. If the number of shares of Common Stock deliverable pursuant to Section 5.03(B)(i)
upon such conversion is not a whole number, then such number will be rounded down to the nearest whole number and the Company will
deliver, in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share in an amount
equal to the product of (1) such fraction and (2) the Daily VWAP on the last VWAP Trading Day of the Observation Period for such
conversion.


 


(iii)            
Conversion of Multiple Notes by a Single Holder. If a Holder converts more than one (1) Note on a single Conversion
Date, then the Conversion Consideration due in respect of such conversion will (in the case of any Global Note, to the extent permitted
by, and practicable under, the Depositary Procedures) be computed based on the total principal amount of Notes converted on such
Conversion Date by such Holder.


 


(iv)            
Notice of Calculation of Conversion Consideration. The Company will determine the Conversion Consideration due thereupon
promptly following the last VWAP Trading Day of the applicable Observation Period and will promptly thereafter send notice to the
Trustee and the Conversion Agent of the same and the calculation thereof in reasonable detail. Neither the Trustee nor the Conversion
Agent will have any duty to make any such determination.


 






    - 45 -


     


    

 



 


(C)             Delivery
of the Conversion Consideration. Except as set forth in Section 5.05(D) and Section 5.09, the Company will pay
or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Holder on or before the second
(2nd) Business Day immediately after the last VWAP Trading Day of the Observation Period for such conversion.


 


(D)            Deemed
Payment of Principal and Special Interest; Settlement of Accrued Special Interest Notwithstanding Conversion. If a Holder
converts a Note, then the Company will not adjust the Conversion Rate to account for any accrued and unpaid Special Interest on
such Note, and, except as provided in Section 5.02(D), the Company’s delivery of the Conversion Consideration due
in respect of such conversion will be deemed to fully satisfy and discharge the Company’s obligation to pay the principal
of, and accrued and unpaid Special Interest, if any, on, such Note to, but excluding, the Conversion Date. As a result, except
as provided in Section 5.02(D), a Holder will not receive any separate cash payment for accrued and unpaid Special Interest,
if any, and any accrued and unpaid Special Interest on a converted Note will be deemed to be paid in full rather than cancelled,
extinguished or forfeited. In addition, subject to Section 5.02(D), if the Conversion Consideration for a Note consists
of both cash and shares of the Common Stock, then any accrued and unpaid Special Interest that is deemed to be paid therewith
will be deemed to be paid first out of such cash.


 


Section
5.04.        
Reserve and Status of Common Stock Issued upon Conversion.


 


(A)            Stock
Reserve. At all times when any Notes are outstanding, the Company will reserve, out of its authorized but unissued and unreserved
shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes,
assuming (x) the Company elects, upon each conversion of the Notes, a Specified Dollar Amount of $1,000 per $1,000 principal amount
of Notes; and (y) the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased
pursuant to Section 5.07.


 


(B)             Status
of Conversion Shares; Listing. Each Conversion Share, if any, delivered upon conversion of any Note will be a newly issued
or treasury share and will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any
lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Holder of such
Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange,
or quoted on any inter-dealer quotation system, then the Company will cause each Conversion Share, when delivered upon conversion
of any Note, to be admitted for listing on such exchange or quotation on such system.


 


Section
5.05.      
Adjustments to the Conversion Rate.


 


(A)          
Events Requiring an Adjustment to the Conversion Rate. The Conversion Rate will be adjusted from time to time as
follows:


 


(i)                
Stock Dividends, Splits and Combinations. If the Company issues solely shares of Common Stock as a dividend or distribution
on all or substantially all shares of the Common Stock, or if the Company effects a stock split or a stock combination of the Common
Stock (in each case excluding an issuance solely pursuant to a Common Stock


 





Change Event, as to which Section
5.09 will apply), then the Conversion Rate will be adjusted based on the following formula:


 


 


 






    - 46 -


     


    

 


where:


 


		CR0	=	the
Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or
immediately before the Open of Business on the effective date of such stock split or stock combination, as applicable;
	 	 	 	 
	 	CR1	=	the
                                         Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend
                                         Date or the Open of Business on such effective date, as applicable;



 


		OS0	=	the
                                         number of shares of Common Stock outstanding immediately before the Open of Business
                                         on such Ex-Dividend Date or effective date, as applicable, without giving effect to such
                                         dividend, distribution, stock split or stock combination; and






 


		OS1	=	the
                                         number of shares of Common Stock outstanding immediately after giving effect to such
                                         dividend, distribution, stock split or stock combination.






 


For the avoidance of doubt, each
adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(i) will become effective as of the time set forth
in the preceding definition of CR1. If any dividend, distribution, stock split or stock combination of the type
described in this Section 5.05(A)(i) is declared or announced, but not so paid or made, then the Conversion Rate will be
readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution or to effect such
stock split or stock combination, to the Conversion Rate that would then be in effect had such dividend, distribution, stock split
or stock combination not been declared or announced.


 






    - 47 -


     


    

 





(ii)           Rights, Options and Warrants. If the Company distributes, to all or substantially all holders of Common Stock, rights,
options or warrants (other than rights issued or otherwise distributed pursuant to a stockholder rights plan, as to which Sections
5.05(A)(iii)(1) and 5.05(F) will apply) entitling such holders, for a period of not more than sixty (60) calendar days
after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less
than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on,
and including, the Trading Day immediately before the date such distribution is announced, then the Conversion Rate will be increased
based on the following formula:


 


 


 


where:


 


		CR0	=	the
                                         Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend
                                         Date for such distribution;






 





		CR1	=	the
                                         Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend
                                         Date;





 


		OS	=	the
                                         number of shares of Common Stock outstanding immediately before the Open of Business
                                         on such Ex-Dividend Date;



 


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



 


		Y	=	a number of shares of Common Stock obtained by dividing (x) the aggregate price payable to exercise such rights, options or warrants
by (y) the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending
on, and including, the Trading Day immediately before the date such distribution is announced.



 


For the avoidance of doubt, each
adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(ii) will become effective at the time set forth
in the preceding definition of CR1. To the extent that shares of Common Stock are not delivered after the expiration
of such rights, options or warrants (including as a result of such rights, options or warrants not being exercised), the Conversion
Rate will be readjusted to the Conversion Rate that would then be in effect had the increase to the Conversion Rate for such distribution
been made on the basis of delivery of only the number of shares of Common Stock actually delivered upon exercise of such rights,
option or warrants. To the extent such rights, options or warrants are not so distributed, the Conversion Rate will be readjusted
to the Conversion Rate that would then be in effect had the Ex-Dividend Date for the distribution of such rights, options or warrants
not occurred.


 






    - 48 -


     


    

 





For purposes of this Section
5.05(A)(ii) and Section 5.01(C)(i)(3)(a)(I), in determining whether any rights, options or warrants entitle holders
of Common Stock to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last
Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading
Day immediately before the date the distribution of such rights, options or warrants is announced, and in determining the aggregate
price payable to exercise such rights, options or warrants, there will be taken into account any consideration the Company receives
for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration, if not cash,
to be determined by the Board of Directors.


 


(iii)          Spin-Offs and Other Distributed Property.


 


(1)              
Distributions Other than Spin-Offs. If the Company distributes shares of its Capital Stock, evidences of its indebtedness
or other assets or property of the Company, or rights, options or warrants to acquire Capital Stock of the Company or other securities,
to all or substantially all holders of the Common Stock, excluding:


 


(u)      dividends,
distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required pursuant to Section 5.05(A)(i)
or 5.05(A)(ii);


 


(v)      dividends
or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required pursuant to Section 5.05(A)(iv);


 


(w)      rights
issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 5.05(F);


 


(x)       Spin-Offs
for which an adjustment to the Conversion Rate is required pursuant to Section 5.05(A)(iii)(2);


 


(y)      a
distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v)
will apply; and


 


(z)       a
distribution solely pursuant to a Common Stock Change Event, as to which Section 5.09 will apply,


 


then the Conversion Rate will be
increased based on the following formula:


 





 






    - 49 -


     


    

 





where:


 


		CR0	=	the
                                         Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend
                                         Date for such distribution;






 


		CR1	=	the
                                         Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend
                                         Date;






 


		SP	=	the
                                         average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive
                                         Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend
                                         Date; and



 


		FMV	=	the
                                         fair market value (as determined by the Board of Directors), as of such Ex-Dividend Date,
                                         of the shares of Capital Stock, evidences of indebtedness, assets, property, rights,
                                         options or warrants distributed per share of Common Stock pursuant to such distribution;



 


provided, however,
that if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each
Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such distribution, at
the same time and on the same terms as holders of Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness,
assets, property, rights, options or warrants that such Holder would have received if such Holder had owned, on such record date,
a number of shares of Common Stock equal to the Conversion Rate in effect on such record date. For the avoidance of doubt, each
adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(iii)(1) will become effective at the time set forth
in the preceding definition of CR1.


 


To the extent such distribution
is not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment
been made on the basis of only the distribution, if any, actually made or paid.


 






    - 50 -


     


    

 





(2)               Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity
interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders
of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5.09 will apply;
or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such
Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction)
on a U.S. national securities exchange (a “Spin-Off”), then the Conversion Rate will be increased based on
the following formula:


 


 


 


where:


 


		CR0	=	the
                                         Conversion Rate in effect immediately before the Close of Business on the last Trading
                                         Day of the Spin-Off Valuation Period for such Spin-Off;






 


		CR1	=	the
                                         Conversion Rate in effect immediately after the Close of Business on the last Trading
                                         Day of the Spin-Off Valuation Period






 


		FMV	=	the
                                         product of (x) the average of the Last Reported Sale Prices per share or unit of the
                                         Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive
                                         Trading Day period (the “Spin-Off Valuation Period”) beginning on,
                                         and including, the Ex-Dividend Date for such Spin-Off (such average to be determined
                                         as if references to Common Stock in the definitions of Last Reported Sale Price, Trading
                                         Day and Market Disruption Event were instead references to such Capital Stock or equity
                                         interests); and (y) the number of shares or units of such Capital Stock or equity interests
                                         distributed per share of Common Stock in such Spin-Off; and



 


		SP	=	the
                                         average of the Last Reported Sale Prices per share of Common Stock for each Trading Day
                                         in the Spin-Off Valuation Period.



 


For
the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(iii)(2) will
become effective at the time set forth in the preceding definition of CR1. Notwithstanding anything to the contrary
in this Section 5.05(A)(iii)(2), if any VWAP Trading Day of the Observation Period for a Note occurs during the Spin-Off
Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Rate for such VWAP Trading Day for
such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and
including, the Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day.


 






    - 51 -


     


    

 


To the extent any dividend or distribution
of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted
to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution,
if any, actually made or paid.


 


(iv)          Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders
of Common Stock, then the Conversion Rate will be increased based on the following formula:


 


 


 


where:


 


		CR0	=	the
                                         Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend
                                         Date for such dividend or distribution;






 


		CR1	=	the
                                         Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend
                                         Date;






 


		SP	=	the
                                         Last Reported Sale Price per share of Common Stock on the Trading Day immediately before
                                         such Ex-Dividend Date;



 


		D	=	the
                                         cash amount distributed per share of Common Stock in such dividend or distribution;



 


provided,
however, that if D is equal to or greater than SP, then, in lieu of the foregoing adjustment to the
Conversion Rate, each Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for
such dividend or distribution, at the same time and on the same terms as holders of Common Stock, the amount of cash that such
Holder would have received if such Holder had owned, on such record date, a number of shares of Common Stock equal to the Conversion
Rate in effect on such record date. For the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section
5.05(A)(iv) will become effective at the time set forth in the preceding definition of CR1.


 


To the extent such dividend or
distribution is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be
in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.


 






    - 52 -


     


    

 


(v)           Tender
Offers or Exchange Offers. If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange
offer for shares of Common Stock, and the value (determined as of the Expiration Time by the Board of Directors) of the cash and
other consideration paid per share of Common Stock in such tender or exchange offer exceeds the Last Reported Sale Price per share
of Common Stock on the Trading Day immediately after the last date (the “Expiration Date”) on which tenders
or exchanges may be made pursuant to such tender or exchange offer (as it may be amended), then the Conversion Rate will be increased
based on the following formula:


 


 


 


where:


 


		CR0	=	the
                                         Conversion Rate in effect immediately before the Close of Business on the last Trading
                                         Day of the Tender/Exchange Offer Valuation Period for such tender or exchange offer;






 


		CR1	=	the
                                         Conversion Rate in effect immediately after the Close of Business on the last Trading
                                         Day of the Tender/Exchange Offer Valuation Period;






 


		AC	=	the
                                         aggregate value (determined as of the time (the “Expiration Time”)
                                         such tender or exchange offer expires by the Board of Directors) of all cash and other
                                         consideration paid for shares of Common Stock purchased or exchanged in such tender or
                                         exchange offer;



 


		OS0	=	the
                                         number of shares of Common Stock outstanding immediately before the Expiration Time (including
                                         all shares of Common Stock accepted for purchase or exchange in such tender or exchange
                                         offer);






 


		OS1	=	the
                                         number of shares of Common Stock outstanding immediately after the Expiration Time (excluding
                                         all shares of Common Stock accepted for purchase or exchange in such tender or exchange
                                         offer); and






 


		SP	=	the
                                         average of the Last Reported Sale Prices per share of Common Stock over the ten (10)
                                         consecutive Trading Day period (the “Tender/Exchange Offer Valuation Period”)
                                         beginning on, and including, the Trading Day immediately after the Expiration Date;



 


provided,
however, that the Conversion Rate will in no event be adjusted down pursuant to this Section 5.05(A)(v), except
to the extent provided in the immediately following paragraph. For the avoidance of doubt, each adjustment to the Conversion Rate
made pursuant to this Section 5.05(A)(v) will become effective at the time set forth in the preceding definition of CR1.
Notwithstanding anything to the contrary in this Section 5.05(A)(v), if any VWAP Trading Day of the Observation
Period for a Note occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange offer, then, solely for
purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Tender/Exchange Offer Valuation
Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Trading Day immediately
after the Expiration Date for such tender or exchange offer to, and including, such VWAP Trading Day.


 






    - 53 -


     


    

 


To the extent such tender or
exchange offer is announced but not consummated (including as a result of the Company being precluded from consummating such tender
or exchange offer under applicable law), or any purchases or exchanges of shares of Common Stock in such tender or exchange offer
are rescinded, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been
made on the basis of only the purchases or exchanges of shares of Common Stock, if any, actually made, and not rescinded, in such
tender or exchange offer.


 


(B)             
No Adjustments in Certain Cases.


 


(i)            Where
Holders Participate in the Transaction or Event Without Conversion. Notwithstanding anything to the contrary in Section
5.05(A), the Company will not be obligated to adjust the Conversion Rate on account of a transaction or other event otherwise
requiring an adjustment pursuant to Section 5.05(A) (other than a stock split or combination of the type set forth in Section
5.05(A)(i) or a tender or exchange offer of the type set forth in Section 5.05(A)(v)) if each Holder participates,
at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder of Notes, in such transaction
or event without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal
to the product of (i) the Conversion Rate in effect on the related record date; and (ii) the aggregate principal amount (expressed
in thousands) of Notes held by such Holder on such date.


 


(ii)           Certain
Events. The Company will not be required to adjust the Conversion Rate except as provided in Section 5.05 or Section
5.07. Without limiting the foregoing, the Company will not be obligated to adjust the Conversion Rate on account of:


 


(1)              
stock repurchases, including pursuant to structured or derivative transactions or pursuant to a stock repurchase program
approved by the Board of Directors or otherwise, in each case that are not tender or exchange offers of the type referred to in
Section 5.05(A)(v);


 


(2)              
except as otherwise provided in Section 5.05, the sale of shares of Common Stock for a purchase price that is less
than the market price per share of Common Stock or less than the Conversion Price;


 


(3)              
the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends
or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock
under any such plan;


 






    - 54 -


     


    

 





(4)              
the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present
or future employee, director or consultant benefit plan or program of, or assumed by, the Company or any of its Subsidiaries;


 


(5)               the issuance of any shares of Common Stock pursuant to any option, warrant, right or convertible or exchangeable security
of the Company outstanding as of the Issue Date;


 


(6)              
solely a change in the par value of the Common Stock; or


 


(7)              
accrued and unpaid Special Interest, if any, on the Notes.


 


(C)             
[Reserved]


 


(D)            
Adjustments Not Yet Effective. Notwithstanding anything to the contrary in this Indenture or the Notes, if:


 


(i)            a
Note is to be converted pursuant to Combination Settlement;


 


(ii)           the
record date, effective date or Expiration Time for any event that requires an adjustment to the Conversion Rate pursuant to Section
5.05(A) has occurred on or before any VWAP Trading Day in the Observation Period for such conversion, but an adjustment to
the Conversion Rate for such event has not yet become effective as of such VWAP Trading Day;


 


(iii)          the
Conversion Consideration due in respect of such VWAP Trading Day includes any whole or fractional shares of Common Stock; and


 


(iv)          such
shares are not entitled to participate in such event (because they were not held on the related record date or otherwise),


 


then, solely for purposes of such conversion,
the Company will, without duplication, give effect to such adjustment on such VWAP Trading Day. In such case, if the date on which
the Company is otherwise required to deliver the consideration due upon such conversion is before the first date on which the amount
of such adjustment can be determined, then the Company will delay the settlement of such conversion until the second (2nd) Business
Day after such first date.


 


(E)          
Conversion Rate Adjustments where Converting Holders Participate in the Relevant Transaction or Event. Notwithstanding
anything to the contrary in this Indenture or the Notes, if:


 


(i)            
a Conversion Rate adjustment for any dividend or distribution becomes effective on any Ex-Dividend Date pursuant to Section
5.05(A);


 


(ii)            
a Note is to be converted pursuant to Combination Settlement;


 


(iii)            any
VWAP Trading Day in the Observation Period for such conversion occurs on or after such Ex-Dividend Date and on or before the
related record date;


 






    - 55 -


     


    

 



 


(iv)            
the Conversion Consideration due in respect of such VWAP Trading Day includes any whole or fractional shares of Common
Stock, in each case based on a Conversion Rate that is adjusted for such dividend or distribution; and


 


(v)              
such shares would be entitled to participate in such dividend or distribution (including pursuant to Section 5.02(C)),


 


then the Conversion Rate adjustment relating
to such Ex-Dividend Date will be made for such conversion in respect of such VWAP Trading Day, but the shares of Common Stock
issuable with respect to such VWAP Trading Day based on such adjusted Conversion Rate will not be entitled to participate in such
dividend or distribution.


 


(F)             
Stockholder Rights Plans. If any shares of Common Stock are to be issued upon conversion of any Note and, at the
time of such conversion, the Company has in effect any stockholder rights plan, then the Holder of such Note will be entitled
to receive, in addition to, and concurrently with the delivery of, the Conversion Consideration otherwise payable under this Indenture
upon such conversion, the rights set forth in such stockholder rights plan, unless such rights have separated from the Common
Stock at such time, in which case, and only in such case, the Conversion Rate will be adjusted pursuant to Section 5.05(A)(iii)(1)
on account of such separation as if, at the time of such separation, the Company had made a distribution of the type referred
to in such Section to all holders of the Common Stock, subject to readjustment in accordance with such Section if such rights
expire, terminate or are redeemed.


 


(G)            
Limitation on Effecting Transactions Resulting in Certain Adjustments. The Company will not engage in or be a party
to any transaction or event that would require the Conversion Rate to be adjusted pursuant to Section 5.05(A) or Section
5.07 to an amount that would result in the Conversion Price per share of Common Stock being less than the par value per share
of Common Stock.


 


(H)            
Equitable Adjustments to Prices. Whenever any provision of this Indenture requires the Company to calculate the
average of the Last Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate the
Stock Price or an adjustment to the Conversion Rate), or to calculate Daily VWAPs over an Observation Period, the Company will
make proportionate adjustments, if any, to such calculations to account for any adjustment to the Conversion Rate pursuant to
Section 5.05(A)(i) that becomes effective, or any event requiring such an adjustment to the Conversion Rate where the Ex-Dividend
Date or effective date, as applicable, of such event occurs, at any time during such period or Observation Period, as applicable.


 


(I)               
Calculation of Number of Outstanding Shares of Common Stock. For purposes of Section 5.05(A), the number
of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in
lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless
the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).


 






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(J)               
 Calculations. All calculations with respect to the Conversion Rate and adjustments thereto will be made to the nearest
1/10,000th of a share of Common Stock (with 5/100,000ths rounded upward).


 


(K)            
Notice of Conversion Rate Adjustments. Upon the effectiveness of any adjustment to the Conversion Rate pursuant
to Section 5.05(A), the Company will promptly send notice to the Holders, the Trustee and the Conversion Agent containing
(i) a brief description of the transaction or other event on account of which such adjustment was made; (ii) the Conversion Rate
in effect immediately after such adjustment; and (iii) the effective time of such adjustment.


 


Section
5.06.     Voluntary
Adjustments.


 


(A)            
Generally. To the extent permitted by law and applicable stock exchange rules, the Company, from time to time, may
(but is not required to) increase the Conversion Rate by any amount if (i) the Board of Directors determines that such increase
is either (x) in the best interest of the Company; or (y) advisable to avoid or diminish any income tax imposed on holders of
Common Stock or rights to purchase Common Stock as a result of any dividend or distribution of shares (or rights to acquire shares)
of Common Stock or any similar event; (ii) such increase is in effect for a period of at least twenty (20) Business Days; and
(iii) such increase is irrevocable during such period.


 


(B)             
Notice of Voluntary Increases. If the Board of Directors determines to increase the Conversion Rate pursuant to
Section 5.06(A), then, no later than the first Business Day of the related twenty (20) Business Day period referred to
in Section 5.06(A), the Company will send notice to each Holder, the Trustee and the Conversion Agent of such increase,
the amount thereof and the period during which such increase will be in effect.


 


Section
5.07.     Adjustments
to the Conversion Rate in Connection with a Make-Whole Fundamental Change.


 


(A)            
Generally. If a Make-Whole Fundamental Change occurs and the Conversion Date for the conversion of a Note occurs
during the related Make-Whole Fundamental Change Conversion Period, then, subject to this Section 5.07, the Conversion
Rate applicable to such conversion will be increased by a number of shares (the “Additional Shares”) set forth
in the table below corresponding (after interpolation as provided in, and subject to, the provisions below) to the Make-Whole
Fundamental Change Effective Date and the Stock Price of such Make-Whole Fundamental Change:


 



	 	 	Stock
    Price	 
	Make-Whole

    Fundamental

    Change Effective

    Date	 		$125.24	 	 	 	$140.00	 	 	 	$155.00	 	 	 	$175.34	 	 	 	$200.00	 	 	 	$227.94	 	 	 	$275.00	 	 	 	$325.00	 	 	 	$400.00	 	 	 	$500.00	 
	March 5, 2021	 	 	2.2813	 	 	 	1.7866	 	 	 	1.4109	 	 	 	1.0412	 	 	 	0.7349	 	 	 	0.5054	 	 	 	0.2781	 	 	 	0.1512	 	 	 	0.0605	 	 	 	0.0000	 
	March 1, 2022	 	 	2.2813	 	 	 	1.7418	 	 	 	1.3538	 	 	 	0.9763	 	 	 	0.6691	 	 	 	0.4443	 	 	 	0.2296	 	 	 	0.1159	 	 	 	0.0403	 	 	 	0.0000	 
	March 1, 2023	 	 	2.2813	 	 	 	1.6773	 	 	 	1.2739	 	 	 	0.8880	 	 	 	0.5821	 	 	 	0.3663	 	 	 	0.1716	 	 	 	0.0768	 	 	 	0.0208	 	 	 	0.0000	 
	March 1, 2024	 	 	2.2813	 	 	 	1.5976	 	 	 	1.1691	 	 	 	0.7698	 	 	 	0.4673	 	 	 	0.2675	 	 	 	0.1051	 	 	 	0.0375	 	 	 	0.0057	 	 	 	0.0000	 
	March 1, 2025	 	 	2.2813	 	 	 	1.4981	 	 	 	1.0170	 	 	 	0.5902	 	 	 	0.2995	 	 	 	0.1371	 	 	 	0.0353	 	 	 	0.0066	 	 	 	0.0000	 	 	 	0.0000	 
	March 1, 2026	 	 	2.2813	 	 	 	1.4395	 	 	 	0.7483	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 




 






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If such Make-Whole
Fundamental Change Effective Date or Stock Price is not set forth in the table above, then:


 


(i)                
if such Stock Price is between two Stock Prices in the table above or the Make-Whole Fundamental Change Effective Date
is between two dates in the table above, then the number of Additional Shares will be determined by straight-line interpolation
between the numbers of Additional Shares set forth for the higher and lower Stock Prices in the table above or the earlier and
later dates in the table above, based on a 365- or 366-day year, as applicable; and


 


(ii)             
if the Stock Price is greater than $500.00 (subject to adjustment in the same manner as the Stock Prices set forth in the
column headings of the table above are adjusted pursuant to Section 5.07(B)), or less than $125.24 (subject to adjustment
in the same manner), per share, then no Additional Shares will be added to the Conversion Rate.


 


Notwithstanding anything
to the contrary in this Indenture or the Notes, in no event will the Conversion Rate be increased to an amount that exceeds 7.9846
shares of Common Stock per $1,000 principal amount of Notes, which amount is subject to adjustment in the same manner as, and
at the same time and for the same events for which, the Conversion Rate is required to be adjusted pursuant to Section 5.05(A).


 


For the avoidance
of doubt, but subject to Section 4.03(I), (x) the sending of a Redemption Notice will constitute a Make-Whole Fundamental
Change only with respect to the Notes called for Redemption pursuant to such Redemption Notice, and not with respect to any other
Notes; and (y) the Conversion Rate applicable to the Notes not so called for Redemption will not be subject to increase pursuant
to this Section 5.07 on account of such Redemption Notice.


 


(B)             
Adjustment of Stock Prices and Additional Shares. The Stock Prices in the first row (i.e., the column headers)
of the table set forth in Section 5.07(A) will be adjusted in the same manner as, and at the same time and for the same
events for which, the Conversion Price is adjusted as a result of the operation of Section 5.05(A). The numbers of Additional
Shares in the table set forth in Section 5.07(A) will be adjusted in the same manner as, and at the same time and for the
same events for which, the Conversion Rate is adjusted pursuant to Section 5.05(A).


 


(C)             
Notice of the Occurrence of a Make-Whole Fundamental Change. The Company will notify the Holders, the Trustee and
the Conversion Agent of each Make-Whole Fundamental Change occurring pursuant to clause (A) of the definition thereof in
accordance with Section 5.01(C)(i)(3)(b).


 


Section
5.08.     [Reserved]


 


Section
5.09.     Effect of
Common Stock Change Event.


 


(A)          Generally. If there occurs any:


 


(i)                
recapitalization, reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision
or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value
and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities);


 






    - 58 -


     


    

 


(ii)             
consolidation, merger, combination or binding or statutory share exchange involving the Company;


 


(iii)           
sale, lease or other transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a
whole, to any Person; or


 


(iv)            
other similar event,


 


and, as a result of which, the Common
Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities, cash or other property,
or any combination of the foregoing (such an event, a “Common Stock Change Event,” and such other securities,
cash or property, the “Reference Property,” and the amount and kind of Reference Property that a holder of
one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect
to any arrangement not to issue or deliver a fractional portion of any security or other property), a “Reference Property
Unit”), then, notwithstanding anything to the contrary in this Indenture or the Notes,


 


(1)       from
and after the effective time of such Common Stock Change Event, (I) the Conversion Consideration due upon conversion of any Note,
and the conditions to any such conversion, will be determined in the same manner as if each reference to any number of shares
of Common Stock in this Article 5 (or in any related definitions) were instead a reference to the same number of Reference
Property Units; (II) for purposes of Section 4.03, each reference to any number of shares of Common Stock in such Section
(or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units; and (III)
for purposes of the definition of “Fundamental Change” and “Make-Whole Fundamental Change,” the terms
 “Common Stock” and “common equity” will be deemed to mean the common equity (including depositary receipts
representing common equity), if any, forming part of such Reference Property;


 


(2)       if
such Reference Property Unit consists entirely of cash, then (i) each conversion of any Note with a Conversion Date that occurs
on or after the effective date of such Common Stock Change Event will be settled entirely in cash in an amount, per $1,000 principal
amount of such Note being converted, equal to the product of (x) the Conversion Rate in effect on such Conversion Date (including,
for the avoidance of doubt, any increase thereto pursuant to Section 5.07, if applicable); and (y) the amount of cash constituting
such Reference Property Unit; and (ii) the Company will settle such conversion no later than the second (2nd) Business Day after
the relevant Conversion Date; and


 






    - 59 -


     


    

 


(3)       for
these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity
securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg
page for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof
that does not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit
or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion
thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face
amount thereof).


 


If the Reference Property
consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then
the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration
actually received, per share of Common Stock, by the holders of Common Stock. The Company will notify Holders of such weighted
average as soon as practicable after such determination is made.


 


At or before the effective
time of such Common Stock Change Event, the Company and the resulting, surviving or transferee Person (if not the Company) of
such Common Stock Change Event (the “Successor Person”) will execute and deliver to the Trustee a supplemental
indenture pursuant to Section 8.01(F), which supplemental indenture will (x) provide for subsequent conversions of Notes
in the manner set forth in this Section 5.09; (y) provide for subsequent adjustments to the Conversion Rate pursuant to
Section 5.05(A) in a manner consistent with this Section 5.09; and (z) contain such other provisions, if any, that
the Company reasonably determines are appropriate to preserve the economic interests of the Holders and to give effect to the
provisions of this Section 5.09(A). If the Reference Property includes shares of stock or other securities or assets (other
than cash) of a Person other than the Successor Person, then such other Person will also execute such supplemental indenture and
such supplemental indenture will contain such additional provisions, if any, that the Company reasonably determines are appropriate
to preserve the economic interests of the Holders.


 


(B)             
Notice of Common Stock Change Events. The Company will provide notice of each Common Stock Change Event in the manner
provided in Section 5.01(C)(i)(3)(b).


 


(C)             
Compliance Covenant. The Company will not become a party to any Common Stock Change Event unless its terms are consistent
with this Section 5.09.


 


Article
6.         Successors


 


Section
6.01.     When the
Company May Merge, Etc.


 


(A)            
Generally. The Company will not consolidate with or merge with or into, or (directly, or indirectly through one
or more of its Subsidiaries) sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially
all of the assets of the Company and its Subsidiaries, taken as a whole, to another Person (a “Business Combination Event”),
unless:


 






    - 60 -


     


    

 


(i)                
the resulting, surviving or transferee Person either (x) is the Company or (y) if not the Company, is a corporation (the
 “Successor Corporation”) duly organized and existing under the laws of the United States of America, any State
thereof or the District of Columbia that expressly assumes (by executing and delivering to the Trustee, at or before the effective
time of such Business Combination Event, a supplemental indenture pursuant to Section 8.01(E)) all of the Company’s
obligations under this Indenture and the Notes; and


 


(ii)             
immediately after giving effect to such Business Combination Event, no Default or Event of Default will have occurred and
be continuing.


 


(B)             
Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any
Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each
stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section
6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.


 


Section
6.02.     Successor
Corporation Substituted.


 


At the effective time
of any Business Combination Event that complies with Section 6.01, the Successor Corporation (if not the Company) will
succeed to, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as
if such Successor Corporation had been named as the Company in this Indenture and the Notes, and, except in the case of a lease,
the predecessor Company will be discharged from its obligations under this Indenture and the Notes.


 


Article
7.         Defaults
and Remedies


 


Section
7.01.     Events of
Default.


 


(A)            
Definition of Events of Default. “Event of Default” means the occurrence of any of the following:


 


(i)                
a default in the payment when due (whether at maturity, upon Redemption or Repurchase Upon Fundamental Change or otherwise)
of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, any Note;


 


(ii)             
a default for thirty (30) days in the payment when due of any Special Interest on any Note;


 


(iii)           
the Company’s failure to deliver, when required by this Indenture, a Fundamental Change Notice, or a notice pursuant
to Section 5.01(C)(i)(3);


 


(iv)            
a default in the Company’s obligation to convert a Note in accordance with Article 5 upon the exercise of
the conversion right with respect thereto;


 


(v)              
a default in the Company’s obligations under Article 6;


 






    - 61 -


     


    

 


(vi)            
a default in any of the Company’s obligations or agreements under this Indenture or the Notes (other than a default
set forth in clause (i), (ii), (iii), (iv) or (v) of this Section 7.01(A)) where such
default is not cured or waived within sixty (60) days after notice to the Company by the Trustee, or to the Company and the Trustee
by Holders of at least twenty five percent (25%) of the aggregate principal amount of Notes then outstanding, which notice must
specify such default, demand that it be remedied and state that such notice is a “Notice of Default”;


 


(vii)         
a default by the Company or any of its Subsidiaries with respect to any one or more mortgages, agreements or other instruments
under which there is outstanding, or by which there is secured or evidenced, any indebtedness for money borrowed of at least twenty
five million dollars ($25,000,000) (or its foreign currency equivalent) in the aggregate of the Company or any of its Subsidiaries,
whether such indebtedness exists as of the Issue Date or is thereafter created, where such default:


 


(1)              
constitutes a failure to pay the principal of, or premium or interest on, any of such indebtedness when due and payable
at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, in each case after the expiration
of any applicable grace period; or


 


(2)              
results in such indebtedness becoming or being declared due and payable before its stated maturity,


 


in each case where such default
is not cured or waived within thirty (30) days after notice to the Company by the Trustee or to the Company and the Trustee by
Holders of at least twenty five percent (25%) of the aggregate principal amount of Notes then outstanding;


 


(viii)       
one or more final judgments being rendered against the Company or any of its Subsidiaries for the payment of at least twenty
five million dollars ($25,000,000) (or its foreign currency equivalent) in the aggregate (excluding any amounts covered by insurance),
where such judgment is not discharged or stayed within sixty (60) days after (i) the date on which the right to appeal the same
has expired, if no such appeal has commenced; or (ii) the date on which all rights to appeal have been extinguished;


 


(ix)            
the Company or any of its Significant Subsidiaries, pursuant to or within the meaning of any Bankruptcy Law, either:


 


(1)              
commences a voluntary case or proceeding;


 


(2)              
consents to the entry of an order for relief against it in an involuntary case or proceeding;


 


(3)              
consents to the appointment of a custodian of it or for any substantial part of its property;


 


(4)              
makes a general assignment for the benefit of its creditors;


 


(5)              
takes any comparable action under any foreign Bankruptcy Law; or


 






    - 62 -


     


    

 


(6)              
 generally is not paying its debts as they become due; or


 


(x)              
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that either:


 


(1)              
is for relief against Company or any of its Significant Subsidiaries in an involuntary case or proceeding;


 


(2)              
appoints a custodian of the Company or any of its Significant Subsidiaries, or for any substantial part of the property
of the Company or any of its Significant Subsidiaries;


 


(3)              
orders the winding up or liquidation of the Company or any of its Significant Subsidiaries; or


 


(4)              
grants any similar relief under any foreign Bankruptcy Law,


 


and, in each case under this
Section 7.01(A)(x), such order or decree remains unstayed and in effect for at least sixty (60) days.


 


(B)             
Cause Irrelevant. Each of the events set forth in Section 7.01(A) will constitute an Event of Default regardless
of the cause thereof or whether voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body.


 


Section
7.02.     Acceleration.


 


(A)            
Automatic Acceleration in Certain Circumstances. If an Event of Default set forth in Section 7.01(A)(ix)
or 7.01(A)(x) occurs with respect to the Company (and not solely with respect to a Significant Subsidiary of the Company),
then the principal amount of, and all accrued and unpaid Special Interest, if any, on, all of the Notes then outstanding will
immediately become due and payable without any further action or notice by any Person.


 


(B)             
Optional Acceleration. Subject to Section 7.03, if an Event of Default (other than an Event of Default set
forth in Section 7.01(A)(ix) or 7.01(A)(x) with respect to the Company and not solely with respect to a Significant
Subsidiary of the Company) occurs and is continuing, then the Trustee, by notice to the Company, or Holders of at least twenty
five percent (25%) of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may
declare the principal amount of, and all accrued and unpaid Special Interest, if any, on, all of the Notes then outstanding to
become due and payable immediately.


 


(C)             
Rescission of Acceleration. Notwithstanding anything to the contrary in this Indenture or the Notes, the Holders
of a majority in aggregate principal amount of the Notes then outstanding, by notice to the Company and the Trustee, may, on behalf
of all Holders, rescind any acceleration of the Notes and its consequences if (i) such rescission would not conflict with any
judgment or decree of a court of competent jurisdiction; and (ii) all existing Events of Default (except the non-payment of principal
of, or any Special Interest on, the Notes that has become due solely because of such acceleration) have been cured or waived.
No such rescission will affect any subsequent Default or impair any right consequent thereto.


 






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Section
7.03.     Sole Remedy
for a Failure to Report.


 


(A)            
Generally. Notwithstanding anything to the contrary in this Indenture or the Notes, the Company may elect that the
sole remedy for any Event of Default (a “Reporting Event of Default”) pursuant to Section 7.01(A)(vi)
arising from the Company’s failure to comply with Section 3.02 will, for each of the first one hundred eighty (180)
calendar days on which a Reporting Event of Default has occurred and is continuing, consist exclusively of the accrual of Special
Interest on the Notes. If the Company has made such an election, then (i) the Notes will be subject to acceleration pursuant to
Section 7.02 on account of the relevant Reporting Event of Default from, and including, the one hundred and eighty first
(181st) calendar day on which a Reporting Event of Default has occurred and is continuing or if the Company fails to pay any accrued
and unpaid Special Interest when due; and (ii) Special Interest will cease to accrue on any Notes from, and including, such one
hundred and eighty first (181st) calendar day (it being understood that interest on any defaulted Special Interest will nonetheless
accrue pursuant to Section 2.05(B)).


 


(B)             
Amount and Payment of Special Interest. Any Special Interest that accrues on a Note pursuant to Section 7.03(A)
will be payable in arrears on each Special Interest Payment Date as set forth in Section 2.04 and will accrue at a
rate per annum equal to one quarter of one percent (0.25%) of the principal amount thereof for the first ninety (90) days on which
Special Interest accrues and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount
thereof, in each case as long as such Reporting Event of Default is continuing; provided, however, that in no event
will Special Interest pursuant to Section 3.04(A)(i)(1), together with any Special Interest that is payable at the Company’s
election pursuant to this Section 7.03 as the sole remedy for any Reporting Event of Default, accrue on any day on a Note
at a combined rate per annum that exceeds one half of one percent (0.50%). For the avoidance of doubt, any Special Interest that
accrues pursuant to Section 7.03(A) will be in addition to any Special Interest that accrues on such Note pursuant to Section
3.04.


 


(C)             
Notice of Election. To make the election set forth in Section 7.03(A), the Company must send to the Holders,
the Trustee and the Paying Agent, before the date on which each Reporting Event of Default first occurs, a notice that (i) briefly
describes the report(s) that the Company failed to file with the SEC; (ii) states that the Company is electing that the sole remedy
for such Reporting Event of Default consist of the accrual of Special Interest pursuant to Section 7.03(A); and (iii) briefly
describes the periods during which and rate at which Special Interest will accrue and the circumstances under which the Notes
will be subject to acceleration on account of such Reporting Event of Default.


 


(D)            
Notice to Trustee and Paying Agent; Trustee’s Disclaimer. If any Special Interest accrues on any Note pursuant
to Section 7.03(A), then, no later than five (5) Business Days before each date on which such Special Interest is to be
paid, the Company will deliver an Officer’s Certificate to the Trustee and the Paying Agent stating (i) that the Company
is obligated to pay Special Interest pursuant to Section 7.03(A) on such Note on such date of payment; and (ii) the amount
of such Special Interest that is payable on such date of payment. The Trustee will have no duty to determine whether any Special
Interest is payable or the amount thereof.


 






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(E)             
No Effect on Other Events of Default. No election pursuant to this Section 7.03 with respect to a Reporting
Event of Default will affect the rights of any Holder with respect to any other Event of Default, including with respect to any
other Reporting Event of Default.


 


Section
7.04.     Other Remedies.


 


(A)            
Trustee May Pursue All Remedies. If an Event of Default occurs and is continuing, then the Trustee may pursue any
available remedy to collect the payment of any amounts due with respect to the Notes or to enforce the performance of any provision
of this Indenture or the Notes.


 


(B)             
Procedural Matters. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in such proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy following
an Event of Default will not impair the right or remedy or constitute a waiver of, or acquiescence in, such Event of Default.
All remedies will be cumulative to the extent permitted by law.


 


Section
7.05.     Waiver of
Past Defaults.


 


An Event of Default
pursuant to clause (i), (ii), (iv) or (vi) of Section 7.01(A) (that, in the case of clause
(vi) only, results from a Default under any covenant that cannot be amended without the consent of each affected Holder),
and a Default that could lead to such an Event of Default, can be waived only with the consent of each affected Holder. Each other
Default or Event of Default may be waived, on behalf of all Holders, by the Holders of a majority in aggregate principal amount
of the Notes then outstanding. If an Event of Default is so waived, then it will cease to exist. If a Default is so waived, then
it will be deemed to be cured and any Event of Default arising therefrom will be deemed not to occur. However, no such waiver
will extend to any subsequent or other Default or Event of Default or impair any right arising therefrom.


 


Section
7.06.     Control
by Majority.


 


Holders of a majority
in aggregate principal amount of the Notes then outstanding may direct the time, method and place of conducting any proceeding
for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may
refuse to follow any direction that conflicts with law, this Indenture or the Notes, or that, subject to Section 10.01,
the Trustee determines may be unduly prejudicial to the rights of other Holders (it being understood that the Trustee does not
have an affirmative duty to ascertain whether or not any such direction is unduly prejudicial to any Holders) or may involve the
Trustee in liability, unless the Trustee is offered security and/or indemnity satisfactory to the Trustee against any loss, liability
or expense to the Trustee that may result from the Trustee’s following such direction.


 






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Section
7.07.     Limitation on Suits.


 


No Holder may pursue
any remedy with respect to this Indenture or the Notes (except to enforce (x) its rights to receive the principal of, or the Redemption
Price or Fundamental Change Repurchase Price for, or any Special Interest on, any Notes; or (y) the Company’s obligations
to convert any Notes pursuant to Article 5), unless:


 


(A)            
such Holder has previously delivered to the Trustee notice that an Event of Default is continuing;


 


(B)             
Holders of at least twenty five percent (25%) in aggregate principal amount of the Notes then outstanding deliver a request
to the Trustee to pursue such remedy;


 


(C)             
such Holder or Holders offer and, if requested, provide to the Trustee security and/or indemnity satisfactory to the Trustee
against any loss, liability or expense to the Trustee that may result from the Trustee’s following such request;


 


(D)            
the Trustee does not comply with such request within sixty (60) calendar days after its receipt of such request and such
offer of security and/or indemnity; and


 


(E)             
during such sixty (60) calendar day period, Holders of a majority in aggregate principal amount of the Notes then outstanding
do not deliver to the Trustee a direction that is inconsistent with such request.


 


A Holder of a Note
may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.
The Trustee will have no duty to determine whether any Holder’s use of this Indenture complies with the preceding sentence.


 


Section
7.08.     Absolute
Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and Conversion Consideration.


 


Notwithstanding anything
to the contrary in this Indenture or the Notes (but without limiting Section 8.01), the right of each Holder of a Note
to bring suit for the enforcement of any payment or delivery, as applicable, of the principal of, or the Redemption Price or Fundamental
Change Repurchase Price for, or any Special Interest on, or the Conversion Consideration due pursuant to Article 5 upon
conversion of, such Note on or after the respective due dates therefor provided in this Indenture and the Notes, will not be impaired
or affected without the consent of such Holder.


 


Section
7.09.     Collection
Suit by Trustee.


 


The Trustee will have
the right, upon the occurrence and continuance of an Event of Default pursuant to clause (i), (ii) or (iv)
of Section 7.01(A), to recover judgment in its own name and as trustee of an express trust against the Company for the
total unpaid or undelivered principal of, or Redemption Price or Fundamental Change Repurchase Price for, or any Special Interest
on, or Conversion Consideration due pursuant to Article 5 upon conversion of, the Notes, as applicable, and, to the extent
lawful, any Default Interest on any Defaulted Amounts, and such further amounts sufficient to cover the costs and expenses of
collection, including compensation provided for in Section 10.06.


 






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Section
7.10.     Trustee
May File Proofs of Claim.


 


The Trustee has the
right to (A) file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims
of the Trustee and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes)
or its creditors or property and (B) collect, receive and distribute any money or other property payable or deliverable on any
such claims. Each Holder authorizes any custodian in such proceeding to make such payments to the Trustee, and, if the Trustee
consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to the Trustee for the reasonable
compensation, expenses, disbursements and advances of the Trustee, and its agents and counsel, and any other amounts payable to
the Trustee pursuant to Section 10.06. To the extent that the payment of any such compensation, expenses, disbursements,
advances and other amounts out of the estate in such proceeding, is denied for any reason, payment of the same will be secured
by a lien on, and will be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders
may be entitled to receive in such proceeding (whether in liquidation or under any plan of reorganization or arrangement or otherwise).
Nothing in this Indenture will be deemed to authorize the Trustee to authorize, consent to, accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section
7.11.     Priorities.


 


The Trustee will pay
or deliver in the following order any money or other property that it collects pursuant to this Article 7:


 


First:to
the Trustee and its agents and attorneys for amounts due under Section 10.06, including payment of all fees, compensation,
expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;


 


Second:to
Holders for unpaid amounts or other property due on the Notes, including the principal of, or the Redemption Price or Fundamental
Change Repurchase Price for, or any Special Interest on, or any Conversion Consideration due upon conversion of, the Notes, ratably,
and without preference or priority of any kind, according to such amounts or other property due and payable on all of the Notes;
and


 


Third:to
the Company or such other Person as a court of competent jurisdiction directs.


 


The Trustee may fix
a record date and payment date for any payment or delivery to the Holders pursuant to this Section 7.11, in which case
the Trustee will instruct the Company to, and the Company will, deliver, at least fifteen (15) calendar days before such record
date, to each Holder and the Trustee a notice stating such record date, such payment date and the amount of such payment or nature
of such delivery, as applicable.


 






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Section
7.12.     Undertaking for
Costs.


 


In any suit for the
enforcement of any right or remedy under this Indenture or the Notes or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court, in its discretion, may (A) require the filing by any litigant party in such suit of an undertaking
to pay the costs of such suit, and (B) assess reasonable costs (including reasonable attorneys’ fees) against any litigant
party in such suit, having due regard to the merits and good faith of the claims or defenses made by such litigant party; provided,
however, that this Section 7.12 does not apply to any suit by the Trustee, any suit by a Holder pursuant to Section
7.08 or any suit by one or more Holders of more than ten percent (10%) in aggregate principal amount of the Notes then outstanding.


 


Section
7.13.     Restoration
of Rights.


 


If the Trustee has
proceeded to enforce any right under this Indenture and such proceedings are discontinued or abandoned because of any waiver under
this Indenture or any rescission and annulment under this Indenture or are determined adversely to the Trustee, then the Company,
the Holders and the Trustee will, subject to any determination in such proceeding, be restored to their respective several positions
and rights under this Indenture, and all rights, remedies and powers of the Company, the Holders and the Trustee will continue
as though no such proceeding had been instituted.


 


Article
8.         Amendments,
Supplements and Waivers


 


Section
8.01.     Without
the Consent of Holders.


 


Notwithstanding anything
to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Notes without
the consent of any Holder to:


 


(A)            
cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes;


 


(B)             
add guarantees with respect to the Company’s obligations under this Indenture or the Notes;


 


(C)             
secure the Notes;


 


(D)            
add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power
conferred on the Company;


 


(E)             
provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance
with, Article 6;


 


(F)             
enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common
Stock Change Event;


 


(G)            
irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that
no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to
any Note pursuant to Section 5.03(A) and in no event may the Company elect Combination Settlement with a Specified Dollar
Amount that is less than $1,000 principal amount of Notes;


 






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(H)            
evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;


 


(I)               
conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s
preliminary offering memorandum, dated March 1, 2021, as supplemented by the related pricing term sheet, dated March 2, 2021;


 


(J)               
provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);


 


(K)            
comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture
under the Trust Indenture Act, as then in effect; or


 


(L)             
make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such
changes, adversely affect the rights of the Holders, as such, in any material respect.


 


At the written request
of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description
of Notes” section and pricing term sheet referred to in (I).


 


Section
8.02.     With the
Consent of Holders.


 


(A)            
Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence,
the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then
outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes.
Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of
each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture
or the Notes, may:


 


(i)                
reduce the principal, or extend the stated maturity, of any Note;


 


(ii)             
reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances
under which, the Notes may or will be redeemed or repurchased by the Company;


 


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


 


(iv)            
make any change that adversely affects the conversion rights of any Note;


 


(v)              
impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date);


 






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(vi)            
 change the ranking of the Notes;


 


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


 


(viii)       
reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or


 


(ix)            
make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or
the Notes that requires the consent of each affected Holder.


 


For the avoidance
of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment
or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount
or type of consideration due on any Note (whether on a Special Interest Payment Date, Redemption Date, Fundamental Change Repurchase
Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable,
as applicable, without the consent of each affected Holder.


 


(B)             
Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section
8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.


 


Section
8.03.     Notice of
Amendments, Supplements and Waivers.


 


As soon as reasonably
practicable after any amendment, supplement or waiver pursuant to Section 8.01 or 8.02 becomes effective, the Company
will send to the Holders and the Trustee notice that (A) describes the substance of such amendment, supplement or waiver in reasonable
detail and (B) states the effective date thereof; provided, however, that the Company will not be required to provide
such notice to the Holders if such amendment, supplement or waiver is included in a periodic report filed by the Company with
the SEC within four (4) Business Days of its effectiveness. The failure to send, or the existence of any defect in, such notice
will not impair or affect the validity of such amendment, supplement or waiver.


 


Section
8.04.     Revocation,
Effect and Solicitation of Consents; Special Record Dates; Etc.


 


(A)            
Revocation and Effect of Consents. The consent of a Holder of a Note to an amendment, supplement or waiver will
bind (and constitute the consent of) each subsequent Holder of any Note to the extent the same evidences any portion of the same
indebtedness as the consenting Holder’s Note, subject to the right of any Holder of a Note to revoke (if not prohibited
pursuant to Section 8.04(B)) any such consent with respect to such Note by delivering notice of revocation to the Trustee
before the time such amendment, supplement or waiver becomes effective.


 






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(B)              Special
Record Dates. The Company may, but is not required to, fix a record date for the purpose of determining the Holders
entitled to consent or take any other action in connection with any amendment, supplement or waiver pursuant to this Article
8. If a record date is fixed, then, notwithstanding anything to the contrary in Section 8.04(A), only Persons who
are Holders as of such record date (or their duly designated proxies) will be entitled to give such consent, to revoke any
consent previously given or to take any such action, regardless of whether such Persons continue to be Holders after such
record date; provided, however, that no such consent will be valid or effective for more than one hundred and
twenty (120) calendar days after such record date.


 






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(C)             
Solicitation of Consents. For the avoidance of doubt, each reference in this Indenture or the Notes to the consent
of a Holder will be deemed to include any such consent obtained in connection with a repurchase of, or tender or exchange offer
for, any Notes.


 


(D)            
Effectiveness and Binding Effect. Each amendment, supplement or waiver pursuant to this Article 8 will become
effective in accordance with its terms and, when it becomes effective with respect to any Note (or any portion thereof), will thereafter
bind every Holder of such Note (or such portion).


 


Section
8.05. Notations and Exchanges.


 


If any amendment, supplement
or waiver changes the terms of a Note, then the Trustee or the Company may, in its discretion, require the Holder of such Note
to deliver such Note to the Trustee so that the Trustee may place an appropriate notation prepared by the Company on such Note
and return such Note to such Holder. Alternatively, at its discretion, the Company may, in exchange for such Note, issue, execute
and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, a new Note that reflects the
changed terms. The failure to make any appropriate notation or issue a new Note pursuant to this Section 8.05 will not impair
or affect the validity of such amendment, supplement or waiver.


 


Section 8.06. Trustee
to Execute Supplemental Indentures.


 


The Trustee will execute
and deliver any amendment or supplemental indenture authorized pursuant to this Article 8; provided, however,
that the Trustee need not (but may, in its sole and absolute discretion) execute or deliver any such amendment or supplemental
indenture that adversely affects the Trustee’s rights, duties, liabilities or immunities. In executing any amendment or supplemental
indenture, the Trustee will be entitled to receive, and (subject to Sections 10.01 and 10.02) will be fully protected
in relying on, an Officer’s Certificate and an Opinion of Counsel stating that (A) the execution and delivery of such amendment
or supplemental indenture is authorized or permitted by this Indenture; and (B) in the case of the Opinion of Counsel, such amendment
or supplemental indenture is valid, binding and enforceable against the Company in accordance with its terms.


 






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Article
9.        Satisfaction
and Discharge


 


Section
9.01. Termination of Company’s Obligations.


 


This Indenture will
be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when:


 


(A)            
all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee
for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity
Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed;


 


(B)             
the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to
Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to
be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all
amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13);


 


(C)             
the Company has paid all other amounts payable by it under this Indenture; and


 


(D)              the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the
conditions precedent to the discharge of this Indenture have been satisfied;


 


provided, however, that Article
10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the
obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them
will survive such discharge.


 


At the Company’s
written request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.


 


Section
9.02. Repayment to Company.


 


Subject to applicable
unclaimed property law, the Trustee, the Paying Agent and the Conversion Agent will promptly notify the Company if there exists
(and, at the Company’s request, promptly deliver to the Company) any cash, Conversion Consideration or other property held
by any of them for payment or delivery on the Notes that remain unclaimed two (2) years after the date on which such payment or
delivery was due. After such delivery to the Company, the Trustee, the Paying Agent and the Conversion Agent will have no further
liability to any Holder with respect to such cash, Conversion Consideration or other property, and Holders entitled to the payment
or delivery of such cash, Conversion Consideration or other property must look to the Company for payment as a general creditor
of the Company.


 


Section
9.03. Reinstatement.


 


If the Trustee, the
Paying Agent or the Conversion Agent is unable to apply any cash or other property deposited with it pursuant to Section 9.01
because of any legal proceeding or any order or judgment of any court or other governmental authority that enjoins, restrains or
otherwise prohibits such application, then the discharge of this Indenture pursuant to Section 9.01 will be rescinded; provided,
however, that if the Company thereafter pays or delivers any cash or other property due on the Notes to the Holders thereof,
then the Company will be subrogated to the rights of such Holders to receive such cash or other property from the cash or other
property, if any, held by the Trustee, the Paying Agent or the Conversion Agent, as applicable.


 






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Article
10.         Trustee


 


Section
10.01. Duties of the Trustee.


 


(A)            
If an Event of Default has occurred and is continuing, the Trustee will 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.


 


(B)             
Except during the continuance of an Event of Default:


 


(i)                
the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform
only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will
be read into this Indenture against the Trustee; and


 


(ii)               
in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel that
are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates
and opinions to determine whether or not they conform to the requirements of this Indenture.


 


(C)             
The Trustee may not be relieved from liabilities for its negligence, bad faith or willful misconduct, except that:


 


(i)                
this paragraph will not limit the effect of Section 10.01(B);


 


(ii)                the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved
that the Trustee was negligent in ascertaining the pertinent facts; and


 


(iii)               the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 7.06.


 


(D)             Each
provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C)
of this Section 10.01, regardless of whether such provision so expressly provides.


 






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(E)             
No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability.


 


(F)             
The Trustee will not be liable for interest on any money received by it, except as the Trustee may agree in writing with
the Company. Money held in trust by the Trustee need not be segregated from other funds, except to the extent required by law.


 


Section
10.02. Rights of the Trustee.


 


(A)             The
Trustee may conclusively rely on any document that it believes to be genuine and signed or presented by the proper Person, and
the Trustee need not investigate any fact or matter stated in such document.


 


(B)             
Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or
both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s
Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion
of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in
reliance thereon without liability.


 


(C)              The
Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent
appointed with due care.


 


(D)            
The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized
or within the rights or powers vested in it by this Indenture.


 


(E)             
Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will
be sufficient if signed by an Officer of the Company.


 


(F)             
The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder
unless such Holder has offered the Trustee security and/or indemnity satisfactory to the Trustee against any loss, liability or
expense that it may incur in complying with such request or direction.


 


(G)            
The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including
lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.


 


(H)            
The Trustee will 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 determines to make such further inquiry or investigation, it will be entitled, at a reasonable time on any
Business Day after reasonable notice, to examine the books, records and premises of the Company, personally or by agent or attorney
at the expense of the Company and will incur no liability of any kind by reason of such inquiry or investigation.


 






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


 


(J)                The permissive rights of the Trustee enumerated herein will not be construed as duties.


 


(K)              Delivery
of reports and documents to the Trustee under this Indenture are for informational purposes only, and the Trustee’s receipt
of such reports and documents will not constitute constructive notice of any information contained therein or determinable from
information contained therein.


 


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


 


(M)           
The Trustee will not be deemed to have notice of any Default or Event of Default (except in the case of a Default or Event
of Default in payment of scheduled principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or any Special
Interest on, any Note) unless written notice of any event that is in fact such a Default or Event of Default (and stating the occurrence
of a Default or Event of Default) is received by the a Responsible Officer of the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Notes, the Company and this Indenture.


 


Section
10.03. Individual Rights of the Trustee.


 


The Trustee, in its
individual or any other capacity, may become the owner or pledgee of any Note and may otherwise deal with the Company or any of
its Affiliates with the same rights that it would have if it were not Trustee; provided, however, that if the Trustee
acquires a “conflicting interest” (within the meaning of Section 310(b) of the Trust Indenture Act), then it must eliminate
such conflict within ninety (90) days or resign as Trustee. The rights, privileges, protections, immunities and benefits given
to the Trustee, including its right to be compensated, reimbursed and indemnified, are extended to, and will be enforceable by,
the Trustee in each of its capacities under this Indenture and each Note Agent, custodian and other Person retained to act under
this Indenture.


 


Section
10.04. Trustee’s Disclaimer.


 


The Trustee will not
be (A) responsible for, and makes no representation as to, the validity or adequacy of this Indenture or the Notes; (B) accountable
for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction
under any provision of this Indenture; (C) responsible for the use or application of any money received by any Paying Agent other
than the Trustee; and (D) responsible for any statement or recital in this Indenture, the Notes or any other document relating
to the sale of the Notes or this Indenture, other than the Trustee’s certificate of authentication.


 






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Section
10.05. Notice of Defaults.


 


If a Default or Event
of Default occurs and is continuing and is known to the Trustee, then the Trustee will send Holders a notice of such Default or
Event of Default within ninety (90) days after it occurs or, if it is not known to the Trustee at such time, promptly (and in any
event within ten (10) Business Days) after it becomes known to a Responsible Officer; provided, however, that, except
in the case of a Default or Event of Default in the payment of the principal of, or any Special Interest on, any Note, the Trustee
may withhold such notice if and for so long as it in good faith determines that withholding such notice is in the interests of
the Holders.


 


Section
10.06. Compensation and Indemnity.


 


(A)            
The Company will, from time to time, pay the Trustee reasonable compensation for its acceptance of this Indenture and services
under this Indenture. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express
trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request
for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel.


 


(B)             
The Company will indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of
or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of
enforcing this Indenture against the Company (including this Section 10.06) and defending itself against any claim (whether
asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of
its powers or duties under this Indenture, except to the extent any such loss, liability or expense may be attributable to its
gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision.
The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so
notify the Company will not relieve the Company of its obligations under this Section 10.06(B), except to the extent the
Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense
at the expense of the Company. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict
with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may
retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees
and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any
settlement of any such claim made without its consent, which consent will not be unreasonably withheld, conditioned or delayed.
Any settlement that affects the Trustee may not be entered into without the consent of the Trustee, unless the Trustee is given
a full and unconditional release from liability with respect to the claims covered thereby and such settlement does not include
a statement or admission of fault, culpability or failure to act by or on behalf of the Trustee. The indemnification provided in
this Section 10.06 will extend to the officers, directors, agents and employees of the Trustee and any successor Trustee
under this Indenture.


 






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(C)             
 The obligations of the Company under this Section 10.06 will survive the resignation or removal of the Trustee and
the discharge of this Indenture.


 


(D)            
To secure the Company’s payment obligations in this Section 10.06, the Trustee will have a lien prior to the
Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, or any Special
Interest on, particular Notes, which lien will survive the discharge of this Indenture.


 


(E)             
If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (ix) or (x)
of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of
its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.


 


Section
10.07. Replacement of the Trustee.


 


(A)            
Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the
appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as
provided in this Section 10.07.


 


(B)             
The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company.
The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the
Trustee and the Company in writing. The Company may remove the Trustee if:


 


(i)                 
the Trustee fails to comply with Section 10.09;


 


(ii)                 the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under
any Bankruptcy Law;


 


(iii)               
a custodian or public officer takes charge of the Trustee or its property; or


 


(iv)               
the Trustee becomes incapable of acting.


 


(C)             
If the Trustee resigns or is removed, or if a vacancy exists in the Corporate Trust Office of Trustee for any reason, then
(i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee
takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee
to replace such successor Trustee appointed by the Company.


 


(D)            
If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then
the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then
outstanding may, at the Company’s expense, petition any court of competent jurisdiction for the appointment of a successor
Trustee.


 


(E)             
If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09,
then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.


 






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(F)             
 A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon
which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the
rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders.
The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it
as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section
10.06(D).


 


Section
10.08. Successor Trustee by Merger, Etc.


 


If the Trustee consolidates,
merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, then such
corporation will become the successor Trustee without any further act.


 


Section
10.09. Eligibility; Disqualification.


 


There will at all times
be a Trustee under this Indenture that is a corporation organized and doing business under the laws of the United States of America
or of any state thereof, that is authorized under such laws to exercise corporate trustee power, that is subject to supervision
or examination by federal or state authorities and that has a combined capital and surplus of at least $100.0 million as set forth
in its most recent published annual report of condition.


 


Article
11.       Miscellaneous


 


Section
11.01. Notices.


 


Any notice or communication
by the Company or the Trustee (including in its capacity as any Note Agent) to the other must be in writing and will be deemed
to have been duly given if delivered in person or by first class mail (registered or certified, return receipt requested), electronic
transmission or other similar means of unsecured electronic communication or overnight air courier guaranteeing next day delivery,
or to the other’s address, which initially is as follows:


 


If to the Company:   




 


	To:	 Haemonetics Corporation	 
	 	125 Summer Street	 
	 	Boston, Massachusetts 02110	 
	Attention:	 
	Telephone No.:	 	 
	Email:	 	 
	 	 




	with a copy (which will not constitute notice) to:	 
	 	 
	Choate, Hall & Stewart LLP	 
	Two International Place	 
	Boston, Massachusetts 02110	 
	Attention: John R. Pitfield	 




 






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If to the Trustee:   




 


	U.S. Bank National Association	 
	1 Federal Street	 
	Boston, Massachusetts 02210	 
	Email: karen.beard@usbank.com	 
	Attention: Global Corporate Trust Services – Haemonetics Corporation




 


The Company or the
Trustee, by notice to the other, may designate additional or different addresses (including electronic addresses) for subsequent
notices or communications.


 


All notices and communications
(other than those sent to Holders) will be deemed to have been duly given: (A) at the time delivered by hand, if personally delivered;
(B) five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; (C) when receipt acknowledged, if transmitted
by electronic transmission or other similar means of unsecured electronic communication; and (D) the next Business Day after timely
delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.


 


All notices or communications
required to be made to a Holder pursuant to this Indenture (including notices referred to in Sections 7.01(A)(vi), 7.01(A)(vii),
7.02(B) and 7.02(C)) must be made in writing and will be deemed to be duly sent or given in writing if mailed by
first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery,
to its address shown on the Register; provided, however, that a notice or communication to a Holder of a Global Note
may, but need not, instead be sent pursuant to the Depositary Procedures (in which case, such notice will be deemed to be duly
sent or given in writing). The failure to send a notice or communication to a Holder, or any defect in such notice or communication,
will not affect its sufficiency with respect to any other Holder.


 


If the Trustee is then
acting as the Depositary’s custodian for the Notes, then, at the reasonable request of the Company to the Trustee, the Trustee
will cause any notice prepared by the Company to be sent to any Holder(s) pursuant to the Depositary Procedures, provided
such request is evidenced in a Company Order delivered, together with the text of such notice, to the Trustee at least two (2)
Business Days before the date such notice is to be so sent. For the avoidance of doubt, such Company Order need not be accompanied
by an Officer’s Certificate or Opinion of Counsel. The Trustee will not have any liability relating to the contents of any
notice that it sends to any Holder pursuant to any such Company Order.


 


If a notice or communication
is mailed or sent in the manner provided above within the time prescribed, it will be deemed to have been duly given, whether or
not the addressee receives it.


 


Notwithstanding
anything to the contrary in this Indenture or the Notes, (A) whenever any provision of this Indenture requires a party to
send notice to another party, no such notice need be sent if the sending party and the recipient are the same Person acting
in different capacities; and (B) whenever any provision of this Indenture requires a party to send notice to more than one
receiving party, and each receiving party is the same Person acting in different capacities, then only one such notice need
be sent to such Person.


 






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Section
11.02. Delivery of Officer’s Certificate and Opinion of Counsel as to Conditions Precedent.


 


Upon any request or
application by the Company to the Trustee to take any action under this Indenture (other than the initial authentication of Notes
under this Indenture), the Company will furnish to the Trustee:


 


(A)            
an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee that complies with Section
11.03 and states that, in the opinion of the signatory thereto, all conditions precedent and covenants, if any, provided for
in this Indenture relating to such action have been satisfied; and


 


(B)             
an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee that complies with Section 11.03
and states that, in the opinion of such counsel, all such conditions precedent and covenants, if any, have been satisfied.


 


Section
11.03. Statements Required in Officer’s Certificate and Opinion of Counsel.


 


Each Officer’s
Certificate (other than an Officer’s Certificate pursuant to Section 3.05) or Opinion of Counsel with respect to compliance
with a covenant or condition provided for in this Indenture will include:


 


(A)            
a statement that the signatory thereto has read such covenant or condition;


 


(B)             
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
therein are based;


 


(C)             
a statement that, in the opinion of such signatory, he, she or it has made such examination or investigation as is necessary
to enable him, her or it to express an informed opinion as to whether or not such covenant or condition has been satisfied; and


 


(D)            
a statement as to whether, in the opinion of such signatory, such covenant or condition has been satisfied.


 


Section
11.04. Rules by the Trustee, the Registrar and the Paying Agent.


 


The Trustee may make
reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions.


 


Section
11.05. No Personal Liability of Directors, Officers, Employees and Stockholders.


 


No past, present
or future director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any
obligations of the Company under this Indenture or the Notes or for any claim based on, in respect of, or by reason of, such
obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and
release are part of the consideration for the issuance of the Notes.


 






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Section
11.06. Governing Law; Waiver of Jury Trial.


 


THIS INDENTURE AND
THE NOTES, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE OR THE NOTES, WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED BY THIS INDENTURE OR THE NOTES.


 


Section
11.07. Submission to Jurisdiction.


 


Any legal suit, action
or proceeding arising out of or based upon this Indenture or the transactions contemplated by this Indenture may be instituted
in the federal courts of the United States of America located in the City of New York or the courts of the State of New York, in
each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably
submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons,
notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address
set forth in Section 11.01 will be effective service of process for any such suit, action or proceeding brought in any such
court. Each of the Company, the Trustee and each Holder (by its acceptance of any Note) irrevocably and unconditionally waives
any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally
waives and agrees not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum.


 


Section
11.08. No Adverse Interpretation of Other Agreements.


 


Neither this Indenture
nor the Notes may be used to interpret any other indenture, note, loan or debt agreement of the Company or its Subsidiaries or
of any other Person, and no such indenture, note, loan or debt agreement may be used to interpret this Indenture or the Notes.


 


Section
11.09. Successors.


 


All agreements of the
Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its
successors.


 


Section
11.10. Force Majeure.


 


The Trustee and
each Note Agent will not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility
under this Indenture or the Notes by reason of any occurrence beyond its control (including any act or provision of any
present or future law or regulation or governmental authority, act of God or war, civil unrest, local or national disturbance
or disaster, act of terrorism or unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication
facility).


 






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Section
11.11. U.S.A. PATRIOT Act.


 


The Company acknowledges
that, in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee, like all financial institutions, in order to help
fight the funding of terrorism and money laundering, is required to obtain, verify and record information that identifies each
person or legal entity that establishes a relationship or opens an account with the Trustee. The Company agrees to provide the
Trustee with such information as it may request to enable the Trustee to comply with the U.S.A. PATRIOT Act.


 


Section
11.12. Calculations.


 


Except as otherwise
provided in this Indenture, the Company will be responsible for making all calculations called for under this Indenture or the
Notes, including determinations of the Last Reported Sale Price, the Daily Conversion Value, the Daily Cash Amount, the Daily Share
Amount, any accrued Special Interest on the Notes and the Conversion Rate.


 


The Company will make
all calculations in good faith, and, absent manifest error, its calculations will be final and binding on all Holders. The Company
will provide a schedule of its calculations to the Trustee and the Conversion Agent, and each of the Trustee and the Conversion
Agent may rely conclusively on the accuracy of the Company’s calculations without independent verification (and the Trustee
will not have any responsibility for such calculations). The Trustee will promptly forward a copy of each such schedule to a Holder
upon its written request therefor.


 


Section
11.13. Severability.


 


If any provision of
this Indenture or the Notes is invalid, illegal or unenforceable, then the validity, legality and enforceability of the remaining
provisions of this Indenture or the Notes will not in any way be affected or impaired thereby.


 


Section
11.14. Counterparts.


 


The parties may sign
any number of copies of this Indenture. Each signed copy will be an original, and all of them together represent the same agreement.
Delivery of an executed counterpart of this Indenture by facsimile, electronically in portable document format or in any other
format will be effective as delivery of a manually executed counterpart.


 


Section
11.15. Table of Contents, Headings, Etc.


 


The table of contents
and the headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to
be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions of this Indenture.


 






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Section
11.16. Withholding Taxes.


 


Each Holder of a Note
agrees, and each beneficial owner of an interest in a Global Note, by its acquisition of such interest, is deemed to agree, that
if the Company or other applicable withholding agent pays withholding taxes or backup withholding on behalf of such Holder or beneficial
owner as a result of an adjustment to the Conversion Rate, then the Company or such withholding agent, as applicable, may, at its
option, set off such payments against payments of cash or the delivery of other Conversion Consideration on such Note, any payments
on the Common Stock or sales proceeds received by, or other funds or assets of, such Holder or the beneficial owner of such Note.


 


[The Remainder of This Page Intentionally
Left Blank; Signature Page Follows]


 






    - 84 -


     


    

 






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


 


	 	Haemonetics Corporation
	 	 
	 	 
	 	By:	/s/ Christopher A. Simon
		 	Name:	Christopher A. Simon
		 	Title:	President & Chief Executive Officer



 


 





	 	U.S.
Bank National Association, as Trustee
	 	 
	 	 
	 	By:	/s/ Karen Beard
	 	 	Name:	 Karen Beard
	 	 	Title:	Vice President



 


[Signature Page to Indenture]




 









    


     


    

 


EXHIBIT A


 


FORM OF NOTE


 


[Insert Global Note Legend, if applicable]


 


[Insert Restricted Note Legend, if applicable]


 


[Insert Non-Affiliate Legend]


 


HAEMONETICS CORPORATION


 


0.00% Convertible Senior Note due 2026


 


	CUSIP No.:	[__][Insert for a “restricted” CUSIP number: *]	Certificate No.	[___]




 


Haemonetics Corporation,
a Massachusetts corporation, for value received, promises to pay to [Cede & Co.], or its registered assigns, the principal
sum of [___] dollars ($[___]) [(as revised by the attached Schedule of Exchanges of Interests in the Global Note)]†
on March 1, 2026 and to pay any Special Interest thereon, as provided in the Indenture referred to below, until the principal and
all accrued and unpaid Special Interest, if any, are paid or duly provided for.


 


	Special Interest Payment Dates:	March 1 and September 1 of each year, commencing on September 1, 2021.




 


	Special Interest Record Dates:	February 15 and August 15 (whether or not a Business Day).




 


Additional provisions
of this Note are set forth on the other side of this Note.


 


[The Remainder of This Page Intentionally
Left Blank; Signature Page Follows]


 








 






	 


	*	This Note will be deemed to be identified by CUSIP No. 405024 AB6 from and after such time when
the Company delivers, pursuant to Section 2.12 of the within-mentioned Indenture, written notice to the Trustee of the deemed removal
of the Restricted Note Legend affixed to this Note.
		†	Insert bracketed language for Global Notes only.



 






    A-1


     


    

 


       IN
WITNESS WHEREOF, Haemonetics Corporation has caused this instrument to be duly executed as of the date set forth below.


 





	 	Haemonetics
    Corporation
	 	 
	 	 
	Date:	 	 	By:	 
	 	 	Name:
	 	 	Title:



 









    A-2


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


U.S. Bank National Association, as Trustee,
certifies that this is one of the Notes referred to in the within-mentioned Indenture.


 





	Date:	 	 	By:	 
	 	 	Authorized Signatory


 









    A-3


     


    

 


HAEMONETICS CORPORATION


 


0.00% Convertible Senior Note due 2026


 


This Note is one of
a duly authorized issue of notes of Haemonetics Corporation, a Massachusetts corporation (the “Company”), designated
as its 0.00% Convertible Senior Notes due 2026 (the “Notes”), all issued or to be issued pursuant to an indenture,
dated as of March 5, 2021 (as the same may be amended from time to time, the “Indenture”), between the Company
and U.S. Bank National Association, as trustee. Capitalized terms used in this Note without definition have the respective meanings
ascribed to them in the Indenture.


 


The Indenture sets
forth the rights and obligations of the Company, the Trustee and the Holders and the terms of the Notes. Notwithstanding anything
to the contrary in this Note, to the extent that any provision of this Note conflicts with the provisions of the Indenture, the
provisions of the Indenture will control.


 


1.                 
Interest. The Notes will bear no regular interest and the principal amount of the Notes will not accrete.


 


2.                 
Maturity. This Note will mature on March 1, 2026, unless earlier repurchased, redeemed or converted.


 


3.                 
Method of Payment. Cash amounts due on this Note will be paid in the manner set forth in Section 2.04 of the Indenture.


 


4.                 
Persons Deemed Owners. The Holder of this Note will be treated as the owner of this Note for all purposes.


 


5.               Denominations;
Transfers and Exchanges. All Notes will be in registered form, without coupons, in principal amounts equal to any Authorized
Denominations. Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange this Note by presenting
it to the Registrar and delivering any required documentation or other materials.


 


6.                
Right of Holders to Require the Company to Repurchase Notes upon a Fundamental Change. If a Fundamental Change occurs,
then each Holder will have the right to require the Company to repurchase such Holder’s Notes (or any portion thereof in
an Authorized Denomination) for cash in the manner, and subject to the terms, set forth in Section 4.02 of the Indenture.


 


7.                 Right
of the Company to Redeem the Notes. The Company will have the right to redeem the Notes for cash in the manner, and subject
to the terms, set forth in Section 4.03 of the Indenture.


 


8.               Conversion.
The Holder of this Note may convert this Note into Conversion Consideration in the manner, and subject to the terms, set forth
in Article 5 of the Indenture.


 









    A-4


     


    

 


9.                When
the Company May Merge, Etc. Article 6 of the Indenture places limited restrictions on the Company’s ability to be a
party to a Business Combination Event.


 


10.             
Defaults and Remedies. If an Event of Default occurs, then the principal amount of, and all accrued and unpaid Special
Interest, if any, on, all of the Notes then outstanding may (and, in certain circumstances, will automatically) become due and
payable in the manner, and subject to the terms, set forth in Article 7 of the Indenture.


 


11.             
Amendments, Supplements and Waivers. The Company and the Trustee may amend or supplement the Indenture or the Notes
or waive compliance with any provision of the Indenture or the Notes in the manner, and subject to the terms, set forth in Section
7.05 and Article 8 of the Indenture.


 


12.           No
Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee,
incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture
or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note,
each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of
the Notes.


 


13.             
Authentication. No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly
authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate
of authentication of such Note.


 


14.             
Abbreviations. Customary abbreviations may be used in the name of a Holder or its assignee, such as TEN COM (tenants
in common), TEN ENT (tenants by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common),
CUST (custodian), and U/G/M/A (Uniform Gift to Minors Act).


 


15.            Governing
Law. THIS NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


* * *


 


To request a copy of
the Indenture, which the Company will provide to any Holder at no charge, please send a written request to the following address:


 


Haemonetics Corporation


125 Summer Street


Boston, Massachusetts 02110


Attention: Chief Financial Officer


 









    A-5


     


    

 


SCHEDULE OF EXCHANGES OF INTERESTS IN
THE GLOBAL NOTE*


 


INITIAL PRINCIPAL AMOUNT OF THIS GLOBAL
NOTE: $[___]


 


The following exchanges, transfers or cancellations
of this Global Note have been made:


 







	Date	 	Amount
        of Increase 

(Decrease) in

 Principal Amount of


 this Global Note	 	Principal
        Amount of 

this Global Note

 After Such Increase 

(Decrease)	 	 

                                                                  Signature of 
 Authorized
 Signatory of Trustee

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 





 



*    Insert
for Global Notes only.


 






    A-6


     


    

 


CONVERSION NOTICE


 


HAEMONETICS CORPORATION


 


0.00% Convertible Senior Notes due 2026


 


Subject to the terms of the Indenture,
by executing and delivering this Conversion Notice, the undersigned Holder of the Note identified below directs the Company to
convert (check one):


 


		 ̈	the entire principal amount of



 


		 ̈	$                      *
                                                                                                                                                       aggregate principal amount of



 


the Note identified by CUSIP No.                      
and Certificate No.                      .


 


The undersigned acknowledges that if the
Conversion Date of a Note to be converted is after a Special Interest Record Date and before the next Special Interest Payment
Date, then such Note, when surrendered for conversion, must, in certain circumstances, be accompanied with an amount of cash equal
to any Special Interest that would have accrued on such Note to, but excluding, such Special Interest Payment Date.


 


	Date:	                                                      	 	 
	 	 	(Legal Name of Holder)







 


 





	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Signature Guaranteed:
	 	 
	 	 
	 	Participant in a Recognized Signature

 Guarantee Medallion Program
	 	 
	 	By:	 
	 	Authorized Signatory



 





 



*     Must
be an Authorized Denomination.


 









    A-7


     


    

 



 


 


FUNDAMENTAL CHANGE REPURCHASE NOTICE


 


HAEMONETICS CORPORATION


 


0.00% Convertible Senior Notes due 2026


 


Subject to the terms of the Indenture,
by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Note identified below is exercising
its Fundamental Change Repurchase Right with respect to (check one):


 


		o	the entire principal amount of



 


		o	$                     [**]
aggregate principal amount of



 


the Note identified by CUSIP No.                      
and Certificate No.                      .


 


The undersigned acknowledges that this
Note, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be
paid.


 


	Date:	 	 	 




(Legal Name of Holder)


 


 


	 	By:	 
	 	Name:
	 	Title:




 


	 	Signature Guaranteed:
	 	 
	 	 
	 	Participant in a Recognized Signature
	 	Guarantee Medallion Program




 


 


	 	By:	 
	 	Authorized Signatory




 


 






* Must be an Authorized Denomination.


 






    A-8 


     


    

 


ASSIGNMENT FORM


 


HAEMONETICS CORPORATION


 


0.00% Convertible Senior Notes due 2026


 


Subject to the terms of the Indenture,
the undersigned Holder of the within Note assigns to:


 


	Name:	 	 
	 	 	 
	Address:	 	 



 


	Social security or

 tax identification

 number:	 	 




 


the within Note and all rights thereunder
irrevocably appoints:


 


as agent to transfer the within Note on
the books of the Company. The agent may substitute another to act for him/her.


 


	Date:	 	 	 




(Legal Name of Holder)


 


	 	By:	 
	 	 	Name:
	 	 	Title:




 


	 	Signature Guaranteed:
	 	 
	 	
	 	Participant in a Recognized Signature
	 	Guarantee Medallion Program




 


	 	By:	 




	 	Authorized Signatory




 






    A-9 


     


    

 


TRANSFEROR ACKNOWLEDGEMENT


 


If the within Note bears a Restricted Note
Legend, the undersigned further certifies that (check one):


 


	1.	 ̈	Such Transfer is being made to the Company or a Subsidiary of the Company.



 


	2.	 ̈	Such Transfer is being made pursuant to, and in accordance with, a registration statement that is effective under the Securities
Act at the time of the Transfer.



 


	3.	 ̈	Such Transfer is being made pursuant to, and in accordance with, Rule 144A under the Securities Act, and, accordingly, the undersigned
further certifies that the within Note is being transferred to a Person that the undersigned reasonably believes is purchasing
the within Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act in a transaction meeting the requirements of Rule 144A. If this item is checked, then the transferee must complete
and execute the acknowledgment contained on the next page.



 


	4.	 ̈	Such Transfer is being made pursuant to, and in accordance with, any other available exemption from the registration requirements
of the Securities Act (including, if available, the exemption provided by Rule 144 under the Securities Act).



 


	Dated:	 	 




 


		 
	(Legal Name of Holder)	 




 


 


	By:	 	 
	 	Name:	 
	 	Title:	 




 


	Signature Guaranteed:	 
	 	 
	 	 
	 (Participant in a Recognized Signature	
	Guarantee Medallion Program)	




 


 


	By:	 	 
	Authorized Signatory	



 






    A-10 


     


    

 


TRANSFEREE ACKNOWLEDGEMENT


 


The undersigned represents that it is purchasing
the within Note for its own account, or for one or more accounts with respect to which the undersigned exercises sole investment
discretion, and that and the undersigned and each such account is a “qualified institutional buyer” within the meaning
of Rule 144A under the Securities Act. The undersigned acknowledges that the transferor is relying, in transferring the within
Note on the exemption from the registration and prospectus-delivery requirements of the Securities Act of 1933, as amended, provided
by Rule 144A and that the undersigned has received such information regarding the Company as the undersigned has requested pursuant
to Rule 144A.


 


	Dated:	 	 




 


 


 


	 	
	(Name of Transferee)	 




 


 


	By:	 	 
	 	Name:	 
	 	Title:	 




 






    A-11 


     


    

 


EXHIBIT B-1


 


FORM OF RESTRICTED NOTE LEGEND


 


THE OFFER AND SALE OF THIS NOTE AND THE
SHARES OF COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD 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 THE COMPANY THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE
OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT ONLY:



 


		(A)	TO THE COMPANY OR ANY SUBSIDIARY THEREOF;



 


		(B)	PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT;



 


		(C)	TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT;



 


		(D)	PURSUANT TO RULE 144 UNDER THE SECURITIES ACT; OR



 


		(E)	PURSUANT TO ANY OTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.



 


BEFORE THE REGISTRATION OF ANY SALE OR
TRANSFER IN ACCORDANCE WITH (2)(C), (D) OR (E) ABOVE, THE COMPANY, THE TRUSTEE AND THE REGISTRAR RESERVE THE RIGHT TO REQUIRE THE
DELIVERY OF SUCH CERTIFICATES OR OTHER DOCUMENTATION OR EVIDENCE AS THEY MAY REASONABLY REQUIRE IN ORDER TO DETERMINE THAT THE
PROPOSED SALE OR TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.[††]


 


 






* This paragraph and the immediately
preceding paragraph will be deemed to be removed from the face of this Note at such time when the Company delivers written notice
to the Trustee of such deemed removal pursuant to Section 2.12 of the within-mentioned Indenture.


 






    B1-1 


     


    

 


EXHIBIT B-2


 


FORM OF GLOBAL NOTE LEGEND


 


THIS IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH
MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES.


 


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


 


TRANSFERS OF THIS GLOBAL NOTE WILL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS
OF PORTIONS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE 2 OF
THE INDENTURE HEREINAFTER REFERRED TO.


 






    B2-1 


     


    

 


EXHIBIT B-3


 


FORM OF NON-AFFILIATE LEGEND


 


NO AFFILIATE (AS DEFINED IN RULE 144 UNDER
THE SECURITIES ACT OF 1933, AS AMENDED) OF THE COMPANY MAY PURCHASE OR OTHERWISE ACQUIRE THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN.


 






    B3-1