Exhibit 4.25


 


 


YY INC.


 


AND


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


 


as Trustee


 


INDENTURE


 


Dated as of March 24, 2014


 


2.25% Convertible Senior Notes due 2019


 


 




    	 



    	 



    

 


TABLE OF CONTENTS





 






 


	 	 	Page
	 	 	 
	 	Article 1	 
	 	Definitions	 
	 	 	 
	Section 1.01.	Definitions	1
	Section 1.02.	References to Interest	11
	 	 	 
	Article 2
	Issue, Description, Execution, Registration and Exchange of Notes
	 	 	 
	Section 2.01.	Designation and Amount	12
	Section 2.02.	Form of Notes	12
	Section 2.03.	Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	13
	Section 2.04.	Execution, Authentication and Delivery of Notes	14
	Section 2.05.	Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	15
	Section 2.06.	Mutilated, Destroyed, Lost or Stolen Notes	26
	Section 2.07.	Temporary Notes	27
	Section 2.08.	Cancellation of Notes Paid, Converted, Etc	27
	Section 2.09.	CUSIP Numbers	27
	Section 2.10.	Additional Notes; Repurchases	28
	 	 	 
	 	Article 3	 
	 	Satisfaction and Discharge	 
	 	 	 
	Section 3.01.	Satisfaction and Discharge	28
	 	 	 
	 	Article 4	 
	 	Particular Covenants of the Company	 
	 	 	 
	Section 4.01.	Payment of Principal and Interest	29
	Section 4.02.	Maintenance of Office or Agency	29
	Section 4.03.	Appointments to Fill Vacancies in Trustee’s Office	29
	Section 4.04.	Provisions as to Paying Agent	29
	Section 4.05.	Existence	31
	Section 4.06.	Rule 144A Information Requirement and Annual Reports	31
	Section 4.07.	Additional Amounts.	33
	Section 4.08.	Stay, Extension and Usury Laws	35
	Section 4.09.	Compliance Certificate; Statements as to Defaults	35
	Section 4.10.	Further Instruments and Acts	35


 






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	Article 5
	Lists of Holders and Reports by the Company and the Trustee
	 	 	 
	Section 5.01.	Lists of Holders	36
	Section 5.02.	Preservation and Disclosure of Lists	36
	 	 	 
	 	Article 6	 
	 	Defaults and Remedies	 
	 	 	 
	Section 6.01.	Events of Default	36
	Section 6.02.	Acceleration; Rescission and Annulment	38
	Section 6.03.	Additional Interest	38
	Section 6.04.	Payments of Notes on Default; Suit Therefor	39
	Section 6.05.	Application of Monies Collected by Trustee	41
	Section 6.06.	Proceedings by Holders	42
	Section 6.07.	Proceedings by Trustee	43
	Section 6.08.	Remedies Cumulative and Continuing	43
	Section 6.09.	Direction of Proceedings and Waiver of Defaults by Majority of Holders	43
	Section 6.10.	Notice of Defaults and Events of Default	44
	Section 6.11.	Undertaking to Pay Costs	44
	 	 	 
	 	Article 7	 
	 	Concerning the Trustee	 
	 	 	 
	Section 7.01.	Duties and Responsibilities of Trustee	45
	Section 7.02.	Reliance on Documents, Opinions, Etc	46
	Section 7.03.	No Responsibility for Recitals, Etc	48
	Section 7.04.	Trustee, Paying Agents, Conversion Agents or Note Registrar May Own Notes	48
	Section 7.05.	Monies and ADSs to Be Held in Trust	48
	Section 7.06.	Compensation and Expenses of Trustee	48
	Section 7.07.	Officers’ Certificate as Evidence	49
	Section 7.08.	Eligibility of Trustee	50
	Section 7.09.	Resignation or Removal of Trustee	50
	Section 7.10.	Acceptance by Successor Trustee	51
	Section 7.11.	Succession by Merger, Etc	51
	Section 7.12.	Trustee’s Application for Instructions from the Company	52
	 	 	 
	 	Article 8	 
	 	Concerning the Holders	 
	 	 	 
	Section 8.01.	Action by Holders	52
	Section 8.02.	Proof of Execution by Holders	53
	Section 8.03.	Who Are Deemed Absolute Owners	53
	Section 8.04.	Company-Owned Notes Disregarded	53
	Section 8.05.	Revocation of Consents; Future Holders Bound	54


 




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	 	Article 9	 
	 	Holders’ Meetings	 
	 	 	 
	Section 9.01.	Purpose of Meetings	54
	Section 9.02.	Call of Meetings by Trustee	54
	Section 9.03.	Call of Meetings by Company or Holders	55
	Section 9.04.	Qualifications for Voting	55
	Section 9.05.	Regulations	55
	Section 9.06.	Voting	56
	Section 9.07.	No Delay of Rights by Meeting	56
	 	 	 
	 	Article 10	 
	 	Supplemental Indentures	 
	 	 	 
	Section 10.01.	Supplemental Indentures Without Consent of Holders	56
	Section 10.02.	Supplemental Indentures with Consent of Holders	57
	Section 10.03.	Effect of Supplemental Indentures	58
	Section 10.04.	Notation on Notes	58
	Section 10.05.	Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	59
	 	 	 
	 	Article 11	 
	 	Consolidation, Merger, Sale, Conveyance and Lease	 
	 	 	 
	Section 11.01.	Company May Consolidate, Etc. on Certain Terms	59
	Section 11.02.	Successor Corporation to Be Substituted	60
	Section 11.03.	Opinion of Counsel to Be Given to Trustee	60
	 	 	 
	 	Article 12	 
	 	Immunity of Incorporators, Stockholders, Officers and Directors	 
	 	 	 
	Section 12.01.	Indenture and Notes Solely Corporate Obligations	60
	 	 	 
	 	Article 13	 
	 	Intentionally Omitted	 
	 	 	 
	 	Article 14	 
	 	Conversion of Notes	 
	 	 	 
	Section 14.01.	Conversion Privilege	61
	Section 14.02.	Conversion Procedure; Settlement Upon Conversion.	61
	Section 14.03.	Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes	63
	Section 14.04.	Adjustment of Conversion Rate	65
	Section 14.05. 	Adjustments of Prices 	74
	Section 14.06.	Class A Common Shares to Be Fully Paid	75
	Section 14.07.	Effect of Recapitalizations, Reclassifications and Changes of the Class A Common Shares.	75
	Section 14.08.	Certain Covenants	76


 




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	Section 14.09.	Responsibility of Trustee	77
	Section 14.10.	Notice to Holders Prior to Certain Actions	78
	Section 14.11.	Stockholder Rights Plans	78
	Section 14.12.	Termination of Depositary Receipt Program	79
	 	 	 
	 	Article 15	 
	 	Repurchase of Notes at Option of Holders	 
	 	 	 
	Section 15.01.	Repurchase at Option of Holders.	79
	Section 15.02.	Repurchase at Option of Holders Upon a Fundamental Change	81
	Section 15.03.	Withdrawal of Repurchase Notice or Fundamental Change Repurchase Notice	84
	Section 15.04.	Deposit of Repurchase Price or Fundamental Change Repurchase Price	84
	Section 15.05.	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	85
	 	 	 
	 	Article 16	 
	 	Redemption Only For Taxation Reasons	 
	 	 	 
	Section 16.01.	No Redemption Except for Taxation Reasons	85
	Section 16.02.	Notice of Tax Redemption.	86
	Section 16.03. 	Payment of Notes Called for Tax Redemption for Taxation .	87
	Section 16.04.	Holders’ Right to Avoid Redemption.	88
	Section 16.05.	Restrictions on Tax Redemption	88
	 	 	 
	 	Article 17	 
	 	Miscellaneous Provisions	 
	 	 	 
	Section 17.01.	Provisions Binding on Company’s Successors	88
	Section 17.02.	Official Acts by Successor Corporation	88
	Section 17.03.	Addresses for Notices, Etc	89
	Section 17.04.	Governing Law; Jurisdiction	90
	Section 17.05.	Submission to Jurisdiction; Service of Process	90
	Section 17.06.	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee.	91
	Section 17.07.	Legal Holidays	92
	Section 17.08.	No Security Interest Created	92
	Section 17.09.	Benefits of Indenture	92
	Section 17.10.	Table of Contents, Headings, Etc	92
	Section 17.11.	Execution in Counterparts	92
	Section 17.12.	Severability	92
	Section 17.13.	Waiver of Jury Trial	92
	Section 17.14.	Force Majeure	93
	Section 17.15.	Calculations	93
	Section 17.16.	USA PATRIOT Act	93


 




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EXHIBIT


 


	Exhibit A	Form of Note	A-1
	Exhibit B	Form of Authorization Certificate	B-1


 




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INDENTURE dated as of March 24, 2014 between
YY INC., a Cayman Islands exempted company, as issuer (the “Company”, as more fully set forth in ‎Section
1.01) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (the “Trustee”, as
more fully set forth in ‎Section 1.01).


 


WITNESSETH:


 


WHEREAS, for its lawful corporate purposes,
the Company has duly authorized the issuance of its 2.25% Convertible Senior Notes due 2019 (the “Notes”), initially
in an aggregate principal amount not to exceed US$400,000,000 (as increased by an amount equal to the aggregate principal amount
of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes
as set forth in the Purchase Agreement), and in order to provide the terms and conditions upon which the Notes are to be authenticated,
issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article
1


Definitions


 


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


 




    	 



    	 



    

 


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


 


“Additional Amounts” shall
have the meaning specified in ‎Section 4.07(a).


 


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


 


“ADS” means an American Depositary
Share, issued pursuant to the Deposit Agreement, representing twenty Class A Common Shares of the Company as of the date of this
Indenture, and deposited with the ADS Custodian.


 


“ADS Custodian” means Deutsche
Bank AG, Hong Kong Branch, with respect to the ADSs delivered pursuant to the Deposit Agreement, or any successor entity thereto.


 


“ADS Depositary” means Deutsche
Bank Trust Company Americas, as depositary for the ADSs.


 


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


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person.  For the purposes of this definition, “control,” when used with respect to any specified
Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Agents” means the Paying
Agent, the Transfer Agent, the Note Registrar and the Conversion Agent.


 


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


 


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


 


“Business Day” means, with
respect to any Note, each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in the
City of New York or the Cayman Islands are authorized or obligated by law or executive order to close.


 


“Capital Stock” means, for
any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests
in (however designated) stock issued by that entity.


 


“Change in Tax Law” shall
have the meaning specified in ‎Section 16.01(b).


 




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“Class A Common Shares” means
the Class A common shares of the Company, par value US$0.00001 per share, at the date of this Indenture, subject to Section 14.07.


 


“Class B Common Shares” means
the Class B common shares of the Company, par value US$0.00001 per share, at the date of this Indenture.


 


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


 


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


 


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


 


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


 


“Code” means the U.S. Internal
Revenue Code of 1986, as amended.


 


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


 


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


 


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


 


“Company Notice” shall have
the meaning specified in ‎Section 15.01(a).


 


“Company Order” means a written
order of the Company, signed by an Officer of the Company and delivered to the Trustee.


 


“Consolidated Affiliated Entity”
means, with respect to any Person, any corporation, association or other entity which is or is required to be consolidated with
such Person under Accounting Standards Codification subtopic 810-10, Consolidation: Overall (including any changes, amendments
or supplements thereto) or, if such person prepares its financial statements in accordance with accounting principles other than
the accounting principles generally accepted in the United States of America, the equivalent of Accounting Standards Codification
subtopic 810-10, Consolidation: Overall under such accounting principles.


 


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


 


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


 


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


 


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


 




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“Corporate Trust Office”
means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office
at the date hereof is located at 60 Wall Street, 16th Floor, MS NYC 60-1630, New York, NY 10005, United States, Attention:
Corporate Team Deal Manager – YY Inc., Fax: 732-578-4635, or such other address as the Trustee may designate from time to
time by notice to the Holders and the Company, or the principal corporate trust office of any successor trustee (or such other
address as such successor trustee may designate from time to time by notice to the Holders and the Company).


 


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


 


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


 


“Deposit Agreement” means
the deposit agreement dated as of November 20, 2012, by and among the Company, the ADS Depositary and the owners and beneficial
owners of the ADSs delivered thereunder or, if amended or supplemented as provided therein, as so amended or supplemented.


 


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


 


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


 


“Effective Date” shall have
the meaning specified in ‎Section 14.03(c).


 


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


 


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


 


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


 


“Existing Principal Shareholders”
means Lei Jun, Top Brand Holdings Limited, David Xueling Li and YYME Limited.


 


“Expiring Rights” means any
rights, options or warrants to purchase Class A Common Shares or ADSs that expire on or prior to the Maturity Date.


 


“FATCA” shall mean sections
1471 through 1474 of the Code.


 


“Form of Assignment and Transfer”
shall mean the “Form of Assignment and Transfer” attached as Attachment 4 to the Form of Note attached hereto as Exhibit
A.


 




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


 


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


 


“Form of Repurchase Notice”
shall mean the “Form of Repurchase Notice” attached as Attachment 3 to the Form of Note attached hereto as Exhibit
A.


 


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


 


(a)        (A)
a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company,
its Subsidiaries, the employee benefit plans of the Company and its Subsidiaries and any of the Existing Principal Shareholders
has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s
Common Equity (including Common Equity held in the form of ADSs) representing more than 50% of the voting power of the Company’s
Common Equity or (B) the Existing Principal Shareholders, collectively, have become the direct or indirect “beneficial owner,”
as defined in Rule 13d-3 under the Exchange Act, of Class A Common Shares (including Class A Common Shares held in the form of
ADSs) (excluding any Class A Common Shares that are the result of conversion or reclassification of Class B Common Shares beneficially
owned by an Existing Principal Shareholder) representing more than 33% of the number of outstanding Class A Common Shares;


 


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


 


(c)        the
shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company;


 




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(d)        the
ADSs (or other common equity or ADSs in respect of common equity underlying the Notes) cease to be listed or quoted on any of The
New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors); or


 


(e)        any
change in or amendment to the laws, regulations and rules of the People’s Republic of China or the official interpretation
or official application thereof (a “Change in Law”) that results in (x) the Company, its Subsidiaries and its
Consolidated Affiliated Entities (collectively, the “Company Group”) (as in existence immediately subsequent
to such Change in Law), as a whole, being legally prohibited from operating substantially all of the business operations conducted
by the Company Group (as in existence immediately prior to such Change in Law) as of the last date of the period described in the
Company’s consolidated financial statements for the most recent fiscal quarter and (y) the Company’s being unable to
continue to derive substantially all of the economic benefits from the business operations conducted by the Company Group (as in
existence immediately prior to such Change in Law) in the same manner as reflected in the Company’s consolidated financial
statements for the most recent fiscal quarter;


 


provided, however, that a transaction or transactions
described in clause (a) or (b) above shall not constitute a Fundamental Change if at least 90% of the consideration received or
to be received by holders of the ADSs, excluding cash payments for any fractional ADS, in connection with such transaction or transactions
consists of shares of Common Equity or ADSs in respect of Common Equity that are listed or quoted on any of The New York Stock
Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) or will be so listed
or quoted when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions
the Notes become convertible into such consideration, excluding cash payments for any fractional ADS.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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“Initial Purchasers” means
Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. International plc.


 


“Interest Payment Date” means
each April 1 and October 1 of each year, beginning on October 1, 2014.


 


“Last Reported Sale Price”
of the ADSs on any date means the closing sale price per ADS (or if no closing sale price is reported, the average of the bid and
ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported
in composite transactions for the principal U.S. national or regional securities exchange on which the ADSs are traded.  If
the ADSs are not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last
Reported Sale Price” shall be the last quoted bid price for the ADSs in the over-the-counter market on the relevant date
as reported by OTC Markets Group Inc. or a similar organization.  If the ADSs are not so quoted, the “Last Reported
Sale Price” shall be the average of the mid-point of the last bid and ask prices for the ADSs on the relevant date from
each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.


 


“Make-Whole Fundamental Change”
means any transaction or event described in clause (a), (b) or (d) of the definition of Fundamental Change (determined after giving
effect to any exceptions to or exclusions from such definition, including in the proviso immediately succeeding clause (e)
of the definition thereof, but without regard to the proviso in clause (b) of the definition thereof).


 


“Maturity Date” means April
1, 2019.


 


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


 


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


 


“Notes Fungibility Date”
means the date, if any, following the Resale Restriction Termination Date on which all of the Rule 144A Notes and all of the Regulation
S Notes are no longer Restricted Securities, do not bear the restrictive legend required by ‎Section 2.05(c), are fungible
for U.S. securities law purposes and are assigned an identical, unrestricted CUSIP number.


 


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


 


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


 


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


 


“Offering Memorandum” means
the preliminary offering memorandum dated March 17, 2014, as supplemented by the pricing term sheet dated March 18, 2014, relating
to the offering and sale of the Notes.


 




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“Officer” means, with respect
to the Company, the President, the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, the Treasurer, the
Secretary, any Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word
or words added before or after the title “Vice President”).


 


“Officers’ Certificate,”
when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed by (a) two Officers
of the Company or (b) one Officer of the Company and one of any Assistant Treasurer, any Assistant Secretary or the Controller
of the Company.  Each such certificate shall include the statements provided for in ‎Section 17.06 if and to the
extent required by the provisions of such Section.  One of the Officers giving an Officers’ Certificate pursuant
to ‎Section 4.09 shall be the principal executive, financial or accounting officer of the Company.


 


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


 


“Opinion of Counsel” means
an opinion in writing signed by legal counsel and in a form reasonably acceptable to the Trustee, who may be an employee of or
counsel to the Company, or other counsel acceptable to the Trustee, that is delivered to the Trustee.  Each such opinion
shall include the statements provided for in ‎Section 17.06 if and to the extent required by the provisions of such ‎Section
17.06.


 


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


 


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


 


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


 


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


 


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


 


(e)        Notes
repurchased by the Company pursuant to the third sentence of ‎Section 2.10.


 


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


 




    	8



    	 



    

 


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


 


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


 


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


 


“Purchase Agreement” means
that certain Purchase Agreement, dated as of March 18, 2014 among the Company and the Initial Purchasers relating to the issuance
and sale of the Notes.


 


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


 


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


 


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


 


“Regulation S” means Regulation
S under the Securities Act or any successor to such regulation.


 


“Regulation S Notes” means
the Notes initially offered and sold outside the United States pursuant to Regulation S.


 


“Relevant Taxing Jurisdiction”
shall have the meaning specified in ‎Section 4.07(a).


 


“Repurchase Date” shall have
the meaning specified in ‎Section 15.01(a).


 


“Repurchase Expiration Time”
shall have the meaning specified in ‎Section 15.01(a).


 


“Repurchase Notice” shall
have the meaning specified in ‎Section 15.01(a).


 


“Repurchase Price” shall
have the meaning specified in ‎Section 15.01(a).


 




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


 


“Responsible Officer” means,
when used with respect to the Trustee, any officer within the corporate trust department of the Trustee having direct responsibility
for the administration of this Indenture, or to whom any corporate trust matter is referred because of such person's knowledge
of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.


 


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


 


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


 


“Rule 144A Notes”
means the notes initially offered and sold pursuant to Rule 144A.


 


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


 


“Significant Subsidiary”
means a Subsidiary of the Company that meets the definition of “significant subsidiary” in Article 1, Rule 1-02 of
Regulation S-X under the Exchange Act. For the avoidance of doubt, each of the Company’s Consolidated Affiliated Entities
will be deemed to be a Subsidiary of the Company for the purposes of this definition.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Tax Redemption Price” means,
for any Notes to be redeemed pursuant to ‎Section 16.01, 100% of the principal amount of such Notes, plus accrued and
unpaid interest (including any Additional Amounts), if any, to, but excluding, the Tax Redemption Date (unless the Tax Redemption
Date falls after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, in which case the Tax
Redemption Price will be equal to 100% of the principal amount of such Notes).


 




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“Taxing Jurisdiction” shall
have the meaning specified in ‎Section 4.07(a).


 


“Trading Day” means a day
on which (i) trading in the ADSs (or other security for which a closing sale price must be determined) generally occurs on The
NASDAQ Global Select Market or, if the ADSs (or such other security) are not then listed on The NASDAQ Global Select Market, on
the principal other U.S. national or regional securities exchange on which the ADSs (or such other security) are then listed or,
if the ADSs (or such other security) are not then listed on a U.S. national or regional securities exchange, on the principal other
market on which the ADSs (or such other security) are then traded and (ii) a Last Reported Sale Price for the ADSs (or closing
sale price for such other security) is available on such securities exchange or market; provided that if the ADSs (or such
other security) are not so listed or traded, “Trading Day” means a Business Day.


 


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


 


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


 


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


 


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


 


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


 


“U.S. Person” shall have
the meaning as such term is defined under Regulation S.


 


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


 


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


 




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Article
2


Issue, Description,
Execution, Registration and Exchange of Notes


 


Section 2.01.  Designation and
Amount.  The Notes shall be designated as the “2.25% Convertible Senior Notes due 2019.” The aggregate
principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to US$400,000,000 (as
increased by an amount equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers pursuant
to the exercise of their option to purchase additional Notes as set forth in the Purchase Agreement), subject to ‎Section 2.10
and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes
pursuant to ‎Section 2.05, ‎Section 2.06, ‎Section 2.07, ‎Section 10.04, ‎Section 14.02 and ‎Section 15.04.


 


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


 


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


 


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


 


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


 




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Section 2.03.  Date and Denomination
of Notes; Payments of Interest and Defaulted Amounts.  (a) The Notes shall be issuable in registered form without
coupons in denominations of US$1,000 principal amount and integral multiples thereof.  Each Note shall be dated the date
of its authentication and shall bear interest from the date specified on the face of such Note.  Accrued interest on
the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis
of actual days elapsed over a 30-day month.  


 


(b)        The
Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Regular
Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment
Date.  Interest shall be payable at the office or agency of the Company maintained by the Company for such purposes in
the Borough of Manhattan, The City of New York, which shall initially be the Corporate Trust Office.  The Company shall
pay interest (i) on Physical Notes, if any, (A) to Holders holding Physical Notes, if any, having an aggregate principal amount
of US$5,000,000 or less, by check mailed (at the Company’s expense) to the Holders of these Notes at their address as it
appears in the Note Register and (B) to Holders holding Physical Notes having an aggregate principal amount of more than US$5,000,000,
either by check mailed (at the Company’s expense) to such Holders or, upon application by such Holder to the Trustee not
later than the relevant Regular Record Date, by wire transfer in immediately available funds to that Holder’s account within
the United States, which application shall remain in effect until the Holder notifies, in writing, the Trustee to the contrary
or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.  


 


(c)        Any
Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date but shall accrue interest per
annum at the rate per annum borne by the Notes plus one percent, subject to the enforceability thereof under applicable
law, from, and including, such relevant payment date, and such Defaulted Amounts together with such interest thereon shall be paid
by the Company, at its election in each case, as provided in clause (i) or (ii) below:


 


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


 




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


 


Section 2.04.  Execution, Authentication
and Delivery of Notes.  The Notes shall be signed in the name and on behalf of the Company by the manual or facsimile
signature of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior
Vice Presidents.  With the delivery of this Indenture, the Company is furnishing, and from time to time thereafter may
furnish, a certificate substantially in the form of Exhibit B (an “Authorization Certificate”) identifying and
certifying the incumbency and specimen (and/or facsimile) signatures of its active authorized Officers.  Until the Trustee
receives a subsequent Authorization Certificate, the Trustee shall be entitled to conclusively rely on the last Authorization Certificate
delivered to it for purposes of determining the relevant authorized Officers.  Typographical and other minor errors or
defects in any signature shall not affect the validity or enforceability of any Note which has been duly authenticated and delivered
by the Trustee.


 


At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Notes, without any further action by the Company hereunder.


 


The Company Order shall specify the amount of
Notes to be authenticated (including the initial amount of Rule 144A Notes and the initial amount of Regulation S Notes), the applicable
rate at which interest will accrue on such Notes, the date on which the original issuance of such Notes is to be authenticated,
the date from which interest will begin to accrue, the date or dates on which interest on such Notes will be payable and the date
on which the principal of such Notes will be payable and other terms relating to such Notes. The Trustee shall thereupon authenticate
and deliver said Notes to or upon the written order of the Company (as set forth in such Company Order).


 




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The Trustee shall have the right to decline
to authenticate and deliver any Notes under this Section (a) unless and until it receives from the Company a Company Order instructing
it to so authenticate and deliver such Notes; (b) if the Trustee determines that such action may not lawfully be taken; or (c)
if the Trustee determines that such action would expose to Trustee to personal liability, unless indemnity and/or security satisfactory
to the Trustee against such liability is provided to the Trustee.


 


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


 


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


 


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


 


Prior to the Notes Fungibility Date, upon surrender
for registration of transfer of any Rule 144A Note or Regulation S Note, as the case may be, to the Note Registrar or any co-Note
Registrar, and satisfaction of the requirements for such transfer set forth in this ‎Section 2.05, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Rule 144A
Notes or Regulation S Notes, as the case may be, of any authorized denominations and of a like aggregate principal amount and bearing
such restrictive legends as may be required by this Indenture. Following the Notes Fungibility Date, upon surrender for registration
of transfer of any Note to the Note Registrar or any co-Note Registrar, and satisfaction of the requirements for such transfer
set forth in this ‎Section 2.05, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal
amount and not bearing the restrictive legends required by ‎Section 2.05(c).


 






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Prior to the Notes Fungibility Date, Rule 144A
Notes and Regulation S Notes, as the case may be, may be exchanged for other Rule 144A Notes or Regulation S Notes, as the case
may be, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Rule 144A Notes or Regulation
S Notes, as the case may be, to be exchanged at any such office or agency maintained by the Company pursuant to ‎Section 4.02.
Prior to the Notes Fungibility Date, (A) Regulation S Notes (or beneficial interests therein) may be exchanged for Rule 144A
Notes (or an increase in the aggregate principal amount represented by a Global Note that constitutes a Rule 144A Note) only if
(1) such exchange occurs in connection with a transfer of the Notes (or a beneficial interest therein) under Rule 144A and (2) the
transferor first delivers to the Trustee a written certificate, in the form attached to such Note, to the effect that the Notes
(or such beneficial interest) are being transferred to a Person (a) who the transferor reasonably believes to be a QIB; (b) purchasing
for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A; and (c) in accordance
with all applicable securities laws of the states of the United States and other jurisdictions and (B) Rule 144A Notes (or
beneficial interests therein) may only be exchanged for Regulation S Notes (or an increase in the aggregate principal amount represented
by a Global Note that constitutes a Regulation S Note) if the transferor first delivers to the Trustee a written certificate, in
the form attached to such Note, to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation
S. Whenever any Rule 144A Notes or Regulation S Notes, as the case may be, are so surrendered for exchange, the Company shall execute,
and the Trustee shall authenticate and deliver, the Rule 144A Notes or Regulation S Notes, as the case may be, that the Holder
making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. Following the Notes
Fungibility Date, Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount
but not bearing the restrictive legend required by ‎Section 2.05(c), upon surrender of the Notes to be exchanged at any such
office or agency maintained by the Company pursuant to ‎Section 4.02. Whenever any Notes are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled
to receive, bearing registration numbers not contemporaneously outstanding.


 


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


 


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


 


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


 




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


 


(b)        So
long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the
fourth paragraph from the end of ‎Section 2.05(c) all Notes shall be represented by one or more Notes in global form (each,
a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary.  The transfer
and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note shall be effected through
the Depositary in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of
the Depositary therefor. Prior to the Notes Fungibility Date, the Rule 144A Notes shall be represented by one or more Global Notes
and the Regulation S Notes shall be represented by one or more separate Global Notes.  Following the Notes Fungibility
Date, the Rule 144A Notes and the Regulation S Notes may be represented by one or more of the same Global Notes.


 


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


 


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


 




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


 


(1)        REPRESENTS
THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING (A) IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”)
(WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (B) IS LOCATED OUTSIDE THE UNITED STATES AND IS NOT A U.S. PERSON
(WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO
EACH SUCH ACCOUNT AND THAT IT AND ANY SUCH ACCOUNT IS NOT AN AFFILIATE OF YY INC. (THE “COMPANY”), AND


 


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


 


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


 


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


 


(C)        TO
A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR


 


(D)        THROUGH
OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO PERSONS WHO ARE NOT U.S. PERSONS WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT, OR


 


(E)        PURSUANT
TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE).


 


PRIOR TO THE REGISTRATION OF ANY TRANSFER IN
ACCORDANCE WITH CLAUSE 2(D) ABOVE, THE TRANSFEROR SHALL FIRST DELIVER TO THE TRUSTEE A WRITTEN CERTIFICATE STATING THAT SUCH TRANSFER
IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S.


 




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


 


EXCEPT PURSUANT TO, AND IN COMPLIANCE WITH,
SECTION 2.10 OF THE INDENTURE PURSUANT TO WHICH THIS SECURITY WAS ISSUED, NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES
ACT) OF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING
THE THREE IMMEDIATELY PRECEDING MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THIS SECURITY OR A BENEFICIAL INTEREST HEREIN.


 


Until the Resale Restriction Termination Date,
any certificate evidencing a Regulation S Note (and all securities issued in exchange therefor or substitution thereof, other than
ADSs (including the Class A Common Shares represented thereby) issued upon conversion thereof, which shall bear the legend set
forth in ‎Section 2.05(d), if applicable) shall bear a legend in substantially the following form (unless such Regulation S
Notes have been transferred pursuant to a registration statement that has become or been declared effective under the Securities
Act and that continues to be effective at the time of such transfer, or sold pursuant to the exemption from registration provided
by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed by the Company in writing,
with notice thereof to the Trustee):


 


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


 


(1)        REPRESENTS
THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING (A) IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”)
(WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (B) IS LOCATED OUTSIDE THE UNITED STATES AND IS NOT A U.S. PERSON
(WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO
EACH SUCH ACCOUNT AND THAT IT AND ANY SUCH ACCOUNT IS NOT AN AFFILIATE OF YY INC. (THE “COMPANY”), AND


 


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


 




    	19



    	 



    

 


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


 


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


 


(C)        TO
A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR


 


(D)        THROUGH
OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO PERSONS WHO ARE NOT U.S. PERSONS WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT, OR


 


(E)        PURSUANT
TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE).


 


PRIOR TO THE REGISTRATION OF ANY TRANSFER IN
ACCORDANCE WITH CLAUSE (2)(C) ABOVE, THE TRANSFEROR SHALL FIRST DELIVER TO THE TRUSTEE A WRITTEN CERTIFICATE STATING THAT THE SECURITIES
ARE BEING TRANSFERRED TO A PERSON (A) WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QIB, (B) WHO IS PURCHASING FOR ITS OWN ACCOUNT
OR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.


 


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


 


EXCEPT PURSUANT TO, AND IN COMPLIANCE WITH,
SECTION 2.10 OF THE INDENTURE PURSUANT TO WHICH THIS SECURITY WAS ISSUED, NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES
ACT) OF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING
THE THREE IMMEDIATELY PRECEDING MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THIS SECURITY OR A BENEFICIAL INTEREST HEREIN.


 




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


 


Any Note (or security issued in exchange or
substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender
of such Note for exchange to the Note Registrar in accordance with the provisions of this ‎Section 2.05, be exchanged for a
new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this ‎Section
2.05(c) and shall not be assigned a restricted CUSIP number. The Company
shall be entitled to instruct the Trustee in writing to so surrender any Global Note as to which such restrictions on transfer
shall have expired in accordance with their terms for exchange, and, upon such instruction, the Trustee shall so surrender such
Global Note for exchange; and any new Global Note so exchanged therefor shall not bear the restrictive legend specified in this
‎Section 2.05(c) and shall not be assigned a restricted CUSIP
number.  The Company shall promptly notify the Trustee upon the occurrence of the Resale Restriction Termination
Date and after a registration statement, if any, with respect to the Notes or the ADSs (including the Class A Common Shares represented
thereby) issued upon conversion of the Notes has been declared effective under the Securities Act.


 


Notwithstanding any other provisions of this
Indenture (other than the provisions set forth in this ‎Section 2.05(c)), a Global Note may not be transferred as a whole or
in part except (i) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary
and (ii) for transfers of portions of a Global Note in certificated form made upon request of a member of, or a participant in,
the Depositary (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary
in accordance with customary procedures of the Depositary and in compliance with this ‎Section 2.05(c).


 


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


 


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


 




    	21



    	 



    

 


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


 


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


 


None of the Company, the Trustee, any agent
of the Company or any agent of the Trustee shall have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.


 


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


 


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


 




    	22



    	 



    

 


(1)        REPRESENTS
THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING (A) IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”) (WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (B) IS LOCATED OUTSIDE THE UNITED STATES AND IS NOT A U.S. PERSON (WITHIN
THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH
ACCOUNT AND THAT IT AND ANY SUCH ACCOUNT IS NOT AN AFFILIATE OF YY INC. (THE “COMPANY”), AND


 


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


 


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


 


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


 


(C)        TO
A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR


 


(D)        THROUGH
OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO PERSONS WHO ARE NOT U.S. PERSONS WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT, OR


 


(E)        PURSUANT
TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE).


 


PRIOR TO THE REGISTRATION OF ANY TRANSFER IN
ACCORDANCE WITH CLAUSE 2(D) ABOVE, THE TRANSFEROR SHALL FIRST DELIVER TO THE TRUSTEE A WRITTEN CERTIFICATE STATING THAT SUCH TRANSFER
IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S.


 


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


 




    	23



    	 



    

 


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


 


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


 


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


 


(1)        REPRESENTS
THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING (A) IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”) (WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (B) IS LOCATED OUTSIDE THE UNITED STATES AND IS NOT A U.S. PERSON (WITHIN
THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH
ACCOUNT AND THAT IT AND ANY SUCH ACCOUNT IS NOT AN AFFILIATE OF YY INC. (THE “COMPANY”), AND


 


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


 




    	24



    	 



    

 


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


 


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


 


(C)        TO
A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR


 


(D)        THROUGH
OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO PERSONS WHO ARE NOT U.S. PERSONS WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT, OR


 


(E)        PURSUANT
TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE).


 


PRIOR TO THE REGISTRATION OF ANY TRANSFER IN
ACCORDANCE WITH CLAUSE (2)(C) ABOVE, THE TRANSFEROR SHALL FIRST DELIVER TO THE TRUSTEE A WRITTEN CERTIFICATE STATING THAT THE SECURITIES
ARE BEING TRANSFERRED TO A PERSON (A) WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QIB, (B) WHO IS PURCHASING FOR ITS OWN ACCOUNT
OR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.


 


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


 


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


 


Any such ADSs as to which such restrictions
on transfer shall have expired in accordance with their terms may, upon surrender of the certificates representing such ADSs for
exchange in accordance with the procedures of the transfer agent for the ADSs, be exchanged for a new certificate or certificates
for a like aggregate number of ADSs, which shall not bear the restrictive legend required by this ‎Section 2.05(d).


 




    	25



    	 



    

 


(e)        Any
Note or ADS delivered upon the conversion or exchange of a Note that is repurchased or owned by any Affiliate of the Company may
not be resold by such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act in a transaction that results in such Note or ADS, as the case
may be, no longer being a “restricted security” (as defined under Rule 144 under the Securities Act).  The
Company shall cause any Note that is repurchased or owned by it to be surrendered to the Trustee for cancellation in accordance
with ‎Section 2.08.  


 


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


 


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


 


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


 




    	26



    	 



    

 


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


 


Section 2.08.  Cancellation of
Notes Paid, Converted, Etc.  The Company shall cause all Notes surrendered for the purpose of payment, repurchase,
redemption, registration of transfer or exchange or conversion, if surrendered to any Person other than the Trustee (including
any of the Company’s agents, Subsidiaries or Affiliates), to be delivered and surrendered to the Trustee for cancellation.  All
Notes delivered to the Trustee shall be canceled promptly by it, and, except in the case of Notes surrendered for registration
of transfer or exchange, no Notes shall be authenticated in exchange thereof except as expressly permitted by any of the provisions
of this Indenture.  The Trustee shall dispose of canceled Notes in accordance with its customary procedures and, after
such disposition, shall deliver a certificate of such cancellation and disposition to the Company, at the Company’s written
request in a Company Order.  


 


Section 2.09.  CUSIP Numbers.  The
Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use
“CUSIP” numbers in all notices issued to Holders as a convenience to such Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers either as printed on the Notes or on such notice
and that reliance may be placed only on the other identification numbers printed on the Notes.  The Company shall promptly
notify the Trustee in writing of any change in the “CUSIP” numbers.  Prior to the Notes Fungibility Date,
the Rule 144A Notes and the Regulation S Notes shall have different “CUSIP” numbers. Following the Notes Fungibility
Date, the Rule 144A Notes and the Regulation S Notes shall have the same “CUSIP” number.


 




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Section 2.10.  Additional Notes;
Repurchases.  The Company may, without the consent of the Holders and notwithstanding ‎Section 2.01, reopen this
Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number (or, if prior to the Fungibility
Date, the same CUSIP numbers as the Rule 144A Notes or the Regulation S Notes, as applicable) as the Notes initially issued hereunder
(except for any differences in the issue price and interest accrued, if any) in an unlimited aggregate principal amount; provided
that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities laws or
income tax purposes, such additional Notes shall have a separate CUSIP number from both the Rule 144A Notes and the Regulation
S Notes.  Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order,
an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such
matters, in addition to those required by ‎Section 17.06, as the Trustee shall reasonably request.  In addition,
the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to
the Company), repurchase Notes in the open market or otherwise, whether by the Company or through its Subsidiaries or through a
private or public tender or exchange offer or through counterparties to private agreements.  The Company shall cause
any Notes so repurchased to be surrendered to the Trustee for cancellation in accordance with ‎Section 2.08.  The
Company may also enter into cash-settled swaps or other derivatives with respect to the Notes.  For the avoidance of
doubt, any Notes underlying such cash-settled swaps or other derivatives shall not be required to be surrendered to the Trustee
for cancellation in accordance with ‎Section 2.08 and will continue to be considered outstanding for purposes of this Indenture,
subject to the provisions of ‎Section 8.04.


 


Article
3


Satisfaction and
Discharge


 


Section 3.01.  Satisfaction and
Discharge.  This Indenture shall upon request of the Company contained in an Officers’ Certificate cease to
be of further effect, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture, when (a) (i) all Notes theretofore authenticated and delivered (other than (x) Notes which have
been destroyed, lost or stolen and which have been replaced or paid as provided in ‎Section 2.06 and (y) Notes for whose payment
money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in ‎Section 4.04(d)) have been delivered to the Trustee for cancellation; or (ii)
the Company has deposited with the Trustee or delivered to Holders, as applicable, after the Notes have become due and payable,
whether on the Maturity Date, the Repurchase Date, any Fundamental Change Repurchase Date, upon Tax Redemption or conversion or
otherwise, cash or cash and ADSs, if any (solely to satisfy the Company’s Conversion Obligation, if applicable), sufficient
to pay all of the outstanding Notes and all other sums due and payable under this Indenture by the Company; and (b) the Company
has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.  Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under ‎Section 7.06 shall survive.


 




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Article
4


Particular Covenants
of the Company


 


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


 


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


 


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


 


The Company hereby initially designates the
Trustee as the Paying Agent, Note Registrar and Conversion Agent and the Corporate Trust Office and the office or agency of the
Trustee in the Borough of Manhattan, The City of New York, each shall be considered as one such office or agency of the Company
for each of the aforesaid purposes.  


 


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


 


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


 


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


 




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


 


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


 


The Company shall, on or before each due date
of the principal (including the Repurchase Price, Tax Redemption Price and the Fundamental Change Repurchase Price, if applicable)
of, or accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including
the Repurchase Price, Tax Redemption Price and the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest
and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action;
provided that such deposit must be received by the Paying Agent by 10:00 a.m., New York City time, on the relevant due date.  The
Paying Agent shall not be bound to make any payment until it has received, in immediately available and cleared funds, an amount
which shall be sufficient to pay, as applicable, the aggregate amount of principal (including Repurchase Price and Fundamental
Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Notes when such principal or interest shall
become due and payable. The Paying Agent shall not be responsible or liable for any delay in making the payment if it does not
receive funds before 10:00 a.m. on the payment date.


 


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


 


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


 




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(d)        Any
money and ADSs deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of principal
(including the Repurchase Price, Tax Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued
and unpaid interest on, any Note (or, in the case of ADSs, in satisfaction of the Conversion Obligation) and remaining unclaimed
for two years after such principal (including the Repurchase Price, Tax Redemption Price and the Fundamental Change Repurchase
Price, if applicable) or interest has become due and payable shall be paid or delivered, as the case may be, to the Company on
request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such money and ADSs, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment or delivery, may at the expense of the Company cause to be published once, in a newspaper published
in the English language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The
City of New York, notice that such money and ADSs remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of such money and ADSs then remaining will be repaid
or delivered to the Company.


 


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


 


Section 4.06.  Rule 144A Information
Requirement and Annual Reports.  (a)  At any time the Company is not subject to Section 13 or 15(d) of
the Exchange Act, the Company shall, so long as any of the Notes, any ADSs deliverable upon conversion thereof or any Class A Common
Shares underlying ADSs deliverable upon conversion thereof shall, at such time, constitute “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and shall, upon written request,
provide to any Holder, beneficial owner or prospective purchaser of such Notes or the ADSs deliverable upon conversion of such
Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of
such Notes or ADSs pursuant to Rule 144A.  The Company shall take such further action as any Holder or beneficial owner
of such Notes or such ADSs may reasonably request to the extent from time to time required to enable such Holder or beneficial
owner to sell such Notes or ADSs in accordance with Rule 144A, as such rule may be amended from time to time.


 


(b)        The
Company shall provide to the Trustee within 15 days after the same are required to be filed with the Commission, copies of any
documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
(giving effect to any applicable grace period provided by Rule 12b-25 under the Exchange Act).  Any such document or
report that the Company files with the Commission via the Commission’s EDGAR system shall be deemed to be provided to the
Trustee for purposes of this ‎Section 4.06(b) at the time such documents are filed via the EDGAR system.  The Trustee
shall have no obligation to determine if and when the Company’s statements or reports are publically available and/or accessible
electronically.  


 




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(c)        Delivery
of the reports and documents described in this ‎Section 4.06 to the Trustee is for informational purposes only, and the Trustee’s
receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable
from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to conclusively rely on an Officers’ Certificate).


 


(d)        If,
at any time during the six-month period beginning on, and including, the date that is six months after the last date of original
issuance of the Notes, the Company fails to timely file any document or report that it is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder
and other than reports on Form 6-K), or the Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates
(as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay
Additional Interest on the Notes.  Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum
of the principal amount of the Notes outstanding for each day during such period for which the Company’s failure to file
has occurred and is continuing or the period during which the Notes are not freely tradable by Holders that are not Affiliates
of the Company, as the case may be, without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the
Notes.  As used in this ‎Section 4.06(d), documents or reports that the Company is required to “file”
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that the Company
furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act.  


 


(e)        If,
and for so long as, the restrictive legend on the Notes specified in ‎Section 2.05(c) has not been removed, the Notes are assigned
a restricted CUSIP or the Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates (without
restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 375th day after the last date
of original issuance of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of
the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with ‎Section
2.05(c), the Notes have been assigned an unrestricted CUSIP and the Notes are freely tradable by Holders other than the Company’s
Affiliates (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes).  


 


(f)        Additional
Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the
Notes.  


 


(g)        The
Additional Interest that is payable in accordance with ‎Section 4.06(d) or ‎Section 4.06(e) shall be in addition to, and
not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to ‎Section
6.03.  In no event shall Additional Interest accrue on any day under the terms of this Indenture (taking any Additional
Interest payable pursuant to ‎Section 4.06(d) and ‎Section 4.06(e) together with any Additional Interest payable pursuant
to ‎Section 6.03) at annual rate in excess of 0.50%, in the aggregate, for any violation or Default caused by the Company’s
failure to be current in respect of its Exchange Act reporting obligations.


 




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(h)        If
Additional Interest is payable by the Company pursuant to ‎Section 4.06(d) or ‎Section 4.06(e), the Company shall deliver
to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable
and (ii) the date on which such Additional Interest is payable.  Unless and until a Responsible Officer of the Trustee
receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest
is payable.  If the Company has paid such Additional Interest directly to the Persons entitled to it, the Company shall
deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.


 


Section 4.07.  Additional Amounts.
(a) All payments and deliveries made by, or on behalf of, the Company or any successor to the Company under or with respect
to this Indenture and the Notes, including, but not limited to, payments of principal (including, if applicable, the Repurchase
Price, Tax Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of ADSs (together
with payment of cash in lieu of any fractional ADS) upon conversion of the Notes, shall be made without withholding or deduction
for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied
by or within any jurisdiction in which the Company or any successor to the Company is, for tax purposes, organized or resident
or doing business (a “Taxing Jurisdiction”) or through which payment is made or deemed made (or any political
subdivision or taxing authority thereof or therein) (together with each Taxing Jurisdiction, each, as applicable, a “Relevant
Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy
having the force of law. The Trustee shall be entitled to make any withholding or deduction pursuant to an agreement described
in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations or agreements
thereunder or official interpretations thereof.  The Company will provide the Trustee with sufficient information so
as to enable the Trustee to determine whether or not it is obliged to make such a withholding or deduction.  In the event
that any such withholding or deduction is so required, the Company or any successor to the Company shall pay to each beneficial
owner such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received
by the beneficial owner after such withholding or deduction (and after deducting any taxes on the Additional Amounts) shall equal
the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided
that that no Additional Amounts shall be payable:


 


(i)        for
or on account of:


 


(A)        any
tax, duty, assessment or other governmental charge that would not have been imposed but for:


 


(1)        the
existence of any present or former connection between the Holder or beneficial owner of such Note and the Relevant Taxing Jurisdiction,
other than merely holding such Note or the receipt of payments thereunder, including, without limitation, such Holder or beneficial
owner being or having been a national, domiciliary or resident of such Relevant Taxing Jurisdiction or treated as a resident thereof
or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment
therein;


 




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(2)        the
presentation of such Note (in cases in which presentation is required) more than 30 days after the later of the date on which the
payment of the principal of (including the Repurchase Price, Tax Redemption Price and Fundamental Change Repurchase Price, if applicable)
and interest on, such Note or the delivery of ADSs (together with payment of cash in lieu of any fractional ADS) upon conversion
of such Note became due and payable pursuant to the terms thereof or was made or duly provided for; or


 


(3)        the
failure of the Holder or beneficial owner to comply with a timely request from the Company or any successor of the Company, addressed
to the Holder or beneficial owner, as the case may be, to provide certification, information, documents or other evidence concerning
such Holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction,
or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and
timely compliance with such request is required by statute, regulation or administrative practice of the Relevant Taxing Jurisdiction
in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to
such Holder or beneficial owner;


 


(B)        any
estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge;


 


(C)        any
tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments under or with respect
to the Notes;


 


(D)        any
tax, assessment, withholding or deduction required by FATCA, any current or future Treasury Regulations or rulings promulgated
thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental
agreement between the United States and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction
to give effect to such agreement, or any agreement with the U.S. Internal Revenue Service under FATCA; or


 


(E)        any
combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (A), (B), (C) or (D);
or


 


(ii)        with
respect to any payment of the principal of (including the Repurchase Price, Tax Redemption Price and Fundamental Change Repurchase
Price, if applicable) and interest on such Note or the delivery of ADSs (together with payment of cash in lieu of any fractional
ADS) upon conversion of such Note to a Holder, if the Holder is a fiduciary, partnership or person other than the sole beneficial
owner of that payment to the extent that such payment would be required to be included in the income under the laws of the Relevant
Taxing Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership
or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, member
or beneficial owner been the Holder thereof.


 




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(b)        Any
reference in this Indenture or the Notes in any context to the delivery of ADSs (together with payment of cash in lieu of any fractional
ADS) upon conversion of the Notes or the payment of principal of (including the Repurchase Price and Fundamental Change Repurchase
Price, if applicable) and interest on, any Note or any other amount payable with respect to such Note, shall be deemed to include
any Additional Amounts, unless the context requires otherwise, that may be payable with respect to that amount under the obligations
referred to in this ‎Section 4.07.


 


(c)        The
foregoing obligations shall survive termination or discharge of this Indenture.


 


Section 4.08.  Stay, Extension
and Usury Laws.  The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law
that would prohibit or forgive the Company from paying all or any portion of the principal of or interest on the Notes as contemplated
herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Indenture;
and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee,
but will suffer and permit the execution of every such power as though no such law had been enacted.


 


Section 4.09.  Compliance Certificate;
Statements as to Defaults.  The Company shall deliver to the Trustee within 120 days after the end of each fiscal
year of the Company (beginning with the fiscal year ending on December 31, 2014) an Officers’ Certificate stating that a
review has been conducted of the Company’s activities under this Indenture and whether the Company has fulfilled its obligations
hereunder, and whether the authorized Officers thereof have knowledge of any Default by the Company that occurred during the previous
year that is then continuing and, if so, specifying each such Default and the nature thereof.


 


In addition, the Company shall deliver to the
Trustee, as soon as possible, and in any event within 30 days after the Company becomes aware of the occurrence of any Default
if such Default is then continuing, an Officers’ Certificate setting forth the details of such Default, its status and the
action that the Company is taking or proposing to take in respect thereof.  The Trustee shall have no responsibility
to take any steps to ascertain whether any Event of Default or Default has occurred, and until (i) a Responsible Officer of the
Trustee has received an Officers’ Certificate regarding such an occurrence, or (ii) the Trustee has received notice from
the Holders of at least 25% in aggregate principal amount of the Notes then outstanding regarding such an occurrence, the Trustee
is entitled to assume, without liability, that no Event of Default or Default has occurred.


 


Section 4.10.  Further Instruments
and Acts.  Upon request of the Trustee, the Company will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.


 




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Article
5


Lists of Holders
and Reports by the Company and the Trustee


 


Section 5.01.  Lists of Holders.  The
Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, semi-annually, not more than 15 days
after each March 15 and September 15 in each year beginning with September 15, 2014, and at such other times as the Trustee may
request in writing, within 30 days after receipt by the Company of any such request (or such lesser time as the Trustee may reasonably
request in order to enable it to timely provide any notice to be provided by it hereunder), a list in such form as the Trustee
may reasonably require of the names and addresses of the Holders as of a date not more than 15 days (or such other date as the
Trustee may reasonably request in order to so provide any such notices) prior to the time such information is furnished, except
that no such list need be furnished so long as the Trustee is acting as Note Registrar.


 


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


 


Article
6


Defaults and Remedies


 


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


 


(a)        default
in any payment of interest or Additional Amounts, if any, on any Note when due and payable and the default continues for a period
of 30 days;


 


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


 


(c)        failure
by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise of a Holder’s
conversion right and such failure continues for a period of 5 Business Days;


 


(d)        failure
by the Company to issue a Fundamental Change Company Notice in accordance with ‎Section 15.02(c)
or notice of a Make-Whole Fundamental Change in accordance with ‎Section
14.03(a), in each case, when due and such failure continues for a period of 5 Business Days;


 


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


 


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


 




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(g)        default
by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which
there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of US$30
million (or the foreign currency equivalent thereof) in the aggregate of the Company and/or any such Significant Subsidiary, whether
such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due
and payable or (ii) constituting a failure to pay the principal or interest of any such debt when due and payable (following
any applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise;


 


(h)        a
final judgment for the payment of US$30 million (or the foreign currency equivalent thereof) or more (excluding any amounts covered
by insurance) rendered against the Company or any Significant Subsidiary of the Company, which judgment is not paid, bonded or
otherwise discharged or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal
has commenced, or (ii) the date on which all rights to appeal have been extinguished;


 


(i)        the
Company or any Significant Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or
other relief with respect to the Company or any such Significant Subsidiary or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar
official of the Company or any such Significant Subsidiary or any substantial part of its property, or shall consent to any such
relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced
against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become
due; or


 


(j)        an
involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary seeking liquidation,
reorganization or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of the Company or such Significant Subsidiary or any substantial part of its property, and such involuntary case
or other proceeding shall remain undismissed and unstayed for a period of 30 consecutive days.


 




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Section 6.02.  Acceleration; Rescission
and Annulment.  If one or more Events of Default shall have occurred and be continuing (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and
every such case (other than an Event of Default specified in ‎Section 6.01(i) or ‎Section 6.01(j) with respect to the Company
or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, the
Trustee may by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding determined in accordance with ‎Section 8.04, by notice in writing to the Company and to the Trustee may, and the
Trustee at the written request of such Holders accompanied by security and/or indemnity reasonably satisfactory to the Trustee
against any loss, liability or expense shall, declare 100% of the principal of, and accrued and unpaid interest on, all the Notes
to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due
and payable, anything contained in this Indenture or in the Notes to the contrary notwithstanding.  If an Event of Default
specified in ‎Section 6.01(i) or ‎Section 6.01(j) with respect to the Company or any of its Significant Subsidiaries occurs
and is continuing, 100% of the principal of, and accrued and unpaid interest on, all Notes shall become and shall automatically
be immediately due and payable without any action on the part of the Trustee. If an Event of Default occurs and is continuing,
all agents of the Company appointed under this Indenture will be required to act on the direction of the Trustee.


 


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


 


Section 6.03.  Additional Interest.  Notwithstanding
anything in this Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy for an Event of Default
relating to the Company’s failure to comply with its obligations as set forth in ‎Section 4.06(b)
shall after the occurrence of such an Event of Default (which, with respect to an Event of Default described in ‎Section
6.01(f), shall be the 60th day after written notice is provided to the Company in accordance with ‎‎Section
6.01(f)) consist exclusively of the right to receive Additional Interest
on the Notes at a rate equal to:


 




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(a)        0.25%
per annum of the principal amount of the Notes outstanding for each day during the period beginning on, and including, the date
on which such an Event of Default first occurs and ending on the earlier of (i) the date on which such Event of Default is
cured or validly waived and (ii) the 90th day immediately following, and including, the date on which such Event of Default
first occurred; and


 


(b)        if
such Event of Default has not been cured or validly waived prior to the 91st day immediately following, and including, the date
on which such Event of Default first occurred, 0.50% per annum of the principal amount of the Notes outstanding for each day during
the period beginning on, and including, the 91st day immediately following, and including, the date on which such an Event of Default
first occurred and ending on the earlier of (i) the date on which such Event of Default is cured or validly waived and (ii)
the 180th day immediately following, and including, the date on which such Event of Default first occurred.


 


Interest payable pursuant to this ‎Section
6.03 shall be in addition to, not in lieu of, any Additional Interest payable pursuant to ‎Section 4.06(d) or ‎Section
4.06(e). In no event shall Additional Interest accrue on the Notes on any day under this Indenture (taking any Additional Interest
payable pursuant to this ‎Section 6.03 together with any Additional Interest payable pursuant to ‎Section 4.06(d) and  ‎Section
4.06(e)) at an annual rate accruing in excess of 0.50%, in the aggregate, for any violation or Default caused by the Company’s
failure to be current in respect of its Exchange Act reporting obligations.  If the Company so elects, such Additional
Interest shall be payable in the same manner and on the same dates as regular interest on the Notes.  On the 181st day
after such Event of Default (if the Event of Default with respect to the Company’s obligations under ‎Section 4.06(b)
is not cured or waived prior to such 181st day), the Notes will be subject to acceleration as provided in Section 6.02.  In
the event the Company does not elect to pay Additional Interest following an Event of Default in accordance with this ‎Section
6.03 or the Company elected to make such payment but does not pay the Additional Interest when due, the Notes shall be subject
to acceleration as provided in ‎Section 6.02.


 


In order to elect to pay Additional Interest
as the sole remedy during the first 180 days after the occurrence of any Event of Default described in the immediately preceding
paragraph, the Company must notify in writing all Holders of the Notes, the Trustee and the Paying Agent of such election prior
to the beginning of such 180-day period.  Upon the failure to timely give such notice, the Notes shall be immediately
subject to acceleration as provided in ‎Section 6.02.


 


Section 6.04.  Payments of Notes
on Default; Suit Therefor.  If an Event of Default described in clause ‎(a) or ‎(b) of ‎Section 6.01
shall have occurred, the Company shall, upon demand of the Trustee or at the request of Holders of at least 25% in aggregate principal
amount of the Notes then outstanding determined in accordance with ‎Section 8.04
and subject to indemnity and/or security reasonably satisfactory to the Trustee, pay to the Trustee, for the benefit of
the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, if any, with interest
on any overdue principal and interest, if any, at the rate per annum borne by the Notes at such time plus one percent, and,
in addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee under ‎Section 7.06.  If
the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express
trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment
or final decree and may enforce the same against the Company or any other obligor upon the Notes and collect the moneys adjudged
or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Notes,
wherever situated.


 




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


 


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


 


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


 




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


 


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


 


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


 


First, to the payment of all amounts
due the Trustee under ‎Section 7.06 and any payments due to the Paying
Agent, the Transfer Agent, the Conversion Agent and the Note Registrar;


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


Section 6.09.  Direction of Proceedings
and Waiver of Defaults by Majority of Holders.  The Holders of a majority of the aggregate principal amount of the
Notes at the time outstanding determined in accordance with ‎Section 8.04 shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee
with respect to Notes; provided, however, that (a) such direction shall not be in conflict with any rule of law or
with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such
direction.  The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of
any other Holder or that would involve the Trustee in personal liability, or if it is not provided with security and/or indemnity
to its reasonable satisfaction.  Prior to taking any action under this Indenture, the Trustee will be entitled to security
and/or indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking
such action.  In addition, the Trustee will not be required to expend its own funds under any circumstances.  The
Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with ‎Section
8.04 may on behalf of the Holders of all of the Notes waive any past Default or Event of Default hereunder and its consequences
except (i) a default in the payment of accrued and unpaid interest on, or the principal (including, if applicable, the Repurchase
Price, Tax Redemption Price or Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to
the provisions of ‎Section 6.02, (ii) a failure by the Company to pay or deliver, or cause to be delivered, as the case may
be, the consideration due upon conversion of the Notes or (iii) a default in respect of a covenant or provision hereof which under
‎Article 10 cannot be modified or amended without the consent of each Holder of an outstanding Note affected.  Upon
any such waiver the Company, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder;
but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.  Whenever
any Default or Event of Default hereunder shall have been waived as permitted by this ‎Section 6.09, said Default or Event
of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no
such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.


 




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Section 6.10.  Notice of Defaults
and Events of Default.  If a Default or Event of Default occurs and is continuing and is notified in writing to the
Trustee, the Trustee shall, within 90 days after the occurrence and continuance of such Default or Event of Default, mail to all
Holders (at the Company’s expense) as the names and addresses of such Holders appear upon the Note Register, notice of all
such Defaults known to a Responsible Officer, unless such Defaults shall have been cured or waived before the giving of such notice;
provided that the Trustee shall not be deemed to have knowledge of any occurrence of a Default or Event of Default unless
a Responsible Officer has received written notice.  Except in the case of a Default in the payment of the principal of
(including the Repurchase Price, Tax Redemption Price and the Fundamental Change Repurchase Price, if applicable), or accrued and
unpaid interest on, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee
shall be protected in withholding such notice if and so long as the Trustee’s board of directors, an executive committee
or a committee of Responsible Officers of the Trustee (in its sole discretion) in good faith determines that the withholding of
such notice is in the interests of the Holders.


 


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


 




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Article
7


Concerning
the Trustee


 


Section 7.01. Duties and Responsibilities
of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default
that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture.
In case an Event of Default has occurred that has not been cured or waived the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or
use under the circumstances in the conduct of such person’s own affairs; provided that if an Event of Default occurs
and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the
request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity and/or security reasonably
satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or
direction.


 


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


 


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


 


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


 


(ii)         in
the absence of fraud, gross negligence and willful misconduct on the part of the Trustee, the Trustee may conclusively and without
liability rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates
or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates
or opinions that by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm
or investigate the accuracy of any mathematical calculations or other facts stated therein);


 


(b)          the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless
it shall be proved that the Trustee was fraudulent or grossly negligent in ascertaining the pertinent facts;


 


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


 


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


 




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


 


(f)           if
any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent
to the Trustee, the Trustee may conclusively and without liability rely on its failure to receive such notice as reason to act
as if no such event occurred;


 


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


 


(h)          the
Trustee shall have no duty to inquire, no duty to determine and no duty to monitor as to the performance of the Company’s
covenants in this Indenture or the financial performance of the Company; the Trustee shall be entitled to assume, until it has
received written notice in accordance with this Indenture, that the Company is properly performing its duties hereunder; and


 


(i)           the
Trustee shall be under no obligation to enforce any of the provisions of this Indenture unless it is instructed by Holders of at
least 25% of the aggregate principal amount of outstanding Notes and is provided with security and/or indemnity reasonably satisfactory
to it.


 


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


 


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


 


(a)          the
Trustee may conclusively and without liability rely and shall be fully protected in acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond, Note, coupon or other paper or document believed by it in good
faith to be genuine and to have been signed or presented by the proper party or parties;


 


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


 


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


 




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


 


(e)          the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents,
delegates, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part
of any agent, delegate, representative, custodian, nominee or attorney appointed by it with due care hereunder;


 


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


 


(g)          under
no circumstances and notwithstanding any contrary provision included herein, neither the Trustee, the Paying Agent, the Conversion
Agent nor the Note Registrar shall be responsible or liable for special, indirect, punitive, or consequential damages or loss of
any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether any of them have been advised of the
likelihood of such loss or damage and regardless of the form of action; this provision shall remain in full force and effect notwithstanding
the discharge of the Notes, the termination of this Indenture or the resignation, replacement or removal of the Trustee, the Paying
Agent, the Conversion Agent and the Note Registrar;


 


(h)          the
Trustee, the Paying Agent, the Conversion Agent and the Note Registrar may refrain from taking any action in any jurisdiction if
the taking of such action in that jurisdiction would, in its opinion based upon legal advice in the relevant jurisdiction, be contrary
to any law of that jurisdiction or, to the extent applicable, of New York; furthermore, the Trustee may also refrain from taking
such action if it would otherwise render it liable to any person in that jurisdiction or New York or if, in its opinion based on
such legal advice, it would not have the power to do the relevant thing in that jurisdiction by virtue of any applicable law in
that jurisdiction or in New York or if it is determined by any court or other competent authority in that jurisdiction that it
does not have such power;


 


(i)           the
Trustee shall not be deemed to have knowledge of an Event of Default except (i) any Event of Default described in ‎Section
6.01(a), ‎Section 6.01(b) or ‎Section 6.01(c) or (ii) any Event of Default of which the Trustee shall have received written
notification thereof; and


 


(j)           the
Trustee may request that the Company deliver Officers’ Certificates setting forth the names of individuals and their titles
and specimen signatures of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’
Certificates may be signed by any person authorized to sign an Officers’ Certificate, as the case may be, including any person
specified as so authorized in any such certicicate previously delivered and not superseded.


 




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Section 7.03. No Responsibility for Recitals,
Etc. The recitals, statements, warranties and representations contained herein and in the Notes (except in the Trustee’s
certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as to the accuracy or correctness of the same or the execution, legality,
effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence of this Indenture or of the Notes.
The Trustee shall not be accountable for the use or application by the Company of any Notes or the proceeds of any Notes authenticated
and delivered by the Trustee in conformity with the provisions of this Indenture. Notwithstanding the generality of the foregoing,
each Holder shall be solely responsible for making its own independent appraisal of, and investigation into, the financial condition,
creditworthiness, condition, affairs, status and nature of the Company, and the Trustee shall not at any time have any responsibility
for the same and each Holder shall not rely on the Trustee in respect thereof.


 


Section 7.04. Trustee, Paying Agents, Conversion
Agents or Note Registrar May Own Notes. The Trustee, any Paying Agent, any Conversion Agent or Note Registrar, in its individual
or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not the Trustee,
Paying Agent, Conversion Agent or Note Registrar, and nothing herein shall obligate any of them to account for any profits earned
from any business or transactional relationship.


 


Section 7.05. Monies and ADSs to Be Held
in Trust. All monies and ADSs received by the Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received. Money and ADSs held by the Trustee in trust or by the Paying Agent hereunder need not
be segregated from other funds except to the extent required by law. Neither the Trustee nor the Paying Agent shall be under any
liability for interest on any money or ADSs received by it hereunder.


 


Section 7.06. Compensation and Expenses of
Trustee. (a) The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to,
reasonable compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust) as mutually agreed to in writing between the Trustee and
the Company, and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and
advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture in any capacity
thereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel and of all Persons
not regularly in its employ) except any such expense, disbursement or advance as shall have been caused by its fraud, gross negligence
or willful misconduct. The Company also covenants to indemnify the Trustee in any capacity under this Indenture and any other document
or transaction entered into in connection herewith, and to hold it harmless against, any loss, claim (provided that the Company
need not pay for settlement of any such claim made without its consent, which consent shall not be unreasonably withheld), damage,
liability or expense incurred without fraud, gross negligence or willful misconduct on the part of the Trustee, its officers, directors,
agents or employees, as the case may be, and arising out of or in connection with the acceptance or administration of this Indenture
or in any other capacity hereunder, including the costs and expenses of defending themselves against any claim of liability in
the premises. The obligations of the Company under this ‎Section 7.06 to compensate or indemnify the Trustee and to pay or
reimburse the Trustee for expenses, disbursements and advances shall be secured by a senior claim to which the Notes are hereby
made subordinate on all money or property held or collected by the Trustee, except, subject to the effect of ‎Section 6.05,
funds held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s right to receive payment of
any amounts due under this ‎Section 7.06 shall not be subordinate to any other liability or indebtedness of the Company. The
indemnity under this ‎Section 7.06(a) is payable upon demand by the Trustee. The obligation of the Company under this ‎Section
7.06(a) shall survive the satisfaction and discharge of the Notes, the termination of this Indenture and the resignation or removal
or the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.
The indemnification provided in this ‎Section 7.06(a) shall extend to the officers, directors, agents and employees of the
Trustee. Subject to ‎Section 7.02(e), any negligence or misconduct of any agent, delegate, attorney or representative, in each
case, of the Trustee, shall not affect indemnification of the Trustee.


 




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Without prejudice to any other rights available
to the Trustee under applicable law, when the Trustee and its agents incur expenses or render services after an Event of Default
specified in ‎Section 6.01(i) or ‎Section 6.01(j) occurs,
the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy,
insolvency or similar laws. If a Default or Event of Default shall have occurred or if the Trustee finds it expedient or necessary
or is requested by the Company and/or the Holders to undertake duties which are of an exceptional nature or otherwise outside the
scope of the Trustee’s normal duties under this Indenture, the Company will pay such additional remuneration as the Company
and the Trustee may separately agree in writing.


 


(b)          The
Paying Agent, the Conversion Agent and the Note Registrar shall be entitled to the compensation to be agreed upon in writing with
the Company for all services rendered by it under this Indenture, and the Company agrees promptly to pay such compensation and
to reimburse the Paying Agent, the Conversion Agent and the Note Registrar for its out-of-pocket expenses (including reasonable
fees and expenses of counsel) incurred by it in connection with the services rendered by it under this Indenture. The Company hereby
agrees to indemnify the Paying Agent, Transfer, the Conversion Agent and the Note Registrar and their respective officers, directors,
agents and employees and any successors thereto for, and to hold it harmless against, any loss, liability or expense (including
reasonable fees and expenses of counsel) incurred without gross negligence or willful misconduct on its part arising out of or
in connection with its acting as the Paying Agent, the Conversion Agent and the Note Registrar hereunder. The obligations of the
Company under this paragraph (b) shall survive the payment of the Notes, the termination of the Indenture and the resignation or
removal of the Paying Agent, the Conversion Agent and the Note Registrar.


 


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


 




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


 


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


 


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


 


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


 


(ii)         the
Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation,


 


then, in either case, the Company may by a Board Resolution remove
the Trustee and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one
copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of ‎Section 6.11, any Holder who has been a bona fide holder of a Note or Notes for at least six months may, on
behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper
and prescribe, remove the Trustee and appoint a successor trustee.


 






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











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


 


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


 


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


 


Upon acceptance of appointment by a successor
trustee as provided in this ‎Section 7.10, each of the Company and the successor trustee, at the written direction and at the
expense of the Company shall mail or cause to be mailed notice of the succession of such trustee hereunder to the Holders at their
addresses as they shall appear on the Note Register. If the Company fails to mail such notice within ten days after acceptance
of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.


 


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


 




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


 


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


 


Article
8


Concerning
the Holders


 


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


 




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


 


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


 


Section 8.04. Company-Owned Notes Disregarded.
In determining whether the Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent,
waiver or other action under this Indenture, Notes that are owned by the Company, by any Subsidiary or Consolidated Affiliated
Entity thereof or by any Affiliate of the Company or any Subsidiary or Consolidated Affiliated Entity thereof shall be disregarded
and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, consent, waiver or other action only Notes in respect
of which a Responsible Officer is notified in writing shall be so disregarded. Notwithstanding the foregoing, Notes so owned that
have been pledged in good faith may be regarded as outstanding for the purposes of this ‎Section 8.04 if the pledgee shall
establish its right to so act with respect to such Notes and that the pledgee is not the Company, a Subsidiary or Consolidated
Affiliated Entity thereof or an Affiliate of the Company or a Subsidiary or Consolidated Affiliated Entity thereof. Within five
days of acquisition of the Notes by any of the above described persons or entities, the Company shall furnish to the Trustee promptly
an Officers’ Certificate listing and identifying all Notes, if any, known by the Company to be owned or held by or for the
account of any of the above described Persons; and, subject to ‎Section 7.01, the Trustee shall be entitled to accept such
Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein
are outstanding for the purpose of any such determination.


 




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


 


Article
9


Holders’ Meetings


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


Minutes shall be made of all resolutions and
proceedings at every meeting and, if purporting to be signed by the chairman of that meeting or of the next succeeding meeting
of Holders of the Notes, shall be conclusive evidence of the matters in them. Until the contrary is proved every meeting for which
minutes have been so made and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings
transacted at it to have been duly passed and transacted.


 




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


 


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


 


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


 


Article
10


Supplemental Indentures


 


Section 10.01. Supplemental Indentures Without
Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, and the Trustee, at the Company’s
expense and direction, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one
or more of the following purposes:


 


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


 


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


 


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


 


(d)          to
secure the Notes;


 




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


 


(f)          upon
the occurrence of any transaction or event described in ‎Section 14.07(a), to (i)  provide that the Notes are convertible
into Reference Property, subject to ‎Section 14.02, and (ii) effect the related changes to the terms of the Notes described
under ‎Section 14.07(a), in each case, in accordance with ‎Section 14.07;


 


(g)          to
make any change that does not adversely affect the rights of any Holder; or


 


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


 


Upon the written request of the Company, the
Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its
discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such
supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law.


 


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


 


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


 


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


 


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


 


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


 


(d)          make
any change that adversely affects the conversion rights of any Notes;


 




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


 


(f)          make
any Note payable in a currency other than U.S. dollars;


 


(g)          change
the ranking of the Notes;


 


(h)          impair
the right of any Holder to receive payment of principal and interest on such Holder’s Notes on or after the due dates therefor
(including the Tax Redemption Price, if applicable) or to institute suit for the enforcement of any payment on or with respect
to such Holder’s Note;


 


(i)          change
the Company’s obligation to pay Additional Amounts on any Note; or


 


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


 


Upon the written request of the Company, and
upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and subject to ‎Section 10.05, the Trustee
shall join with the Company in the execution of such supplemental indenture unless (i) the Trustee has not received an Opinion
of Counsel reasonably satisfactory to it that such supplemental indenture is authorized and permitted by the terms of this Indenture
and not contrary to law or (ii) such supplemental indenture affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental
indenture.


 


Holders do not need under this ‎Section
10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the
substance thereof. After any supplemental indenture becomes effective under ‎Section 10.01
or ‎Section 10.02, the Company shall mail to the Holders a notice briefly describing such supplemental indenture. However,
the failure to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of the
supplemental indenture.


 


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


 


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


 




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Section 10.05. Evidence of Compliance of
Supplemental Indenture to Be Furnished Trustee. In addition to the documents required by ‎Section 17.06, the Trustee shall
receive an Officers’ Certificate and an Opinion of Counsel each stating and as conclusive evidence that any supplemental
indenture executed pursuant hereto complies with the requirements of this ‎Article 10 and is permitted or authorized by this
Indenture and is not contrary to law.


 


Article
11


Consolidation, Merger, Sale, Conveyance and Lease


 


Section 11.01. Company May Consolidate, Etc.
on Certain Terms. Subject to the provisions of ‎Section 11.02, the Company shall not consolidate with, merge with or into,
or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, unless:


 


(a)          the
resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation
organized and existing under the laws of the United States of America, any State thereof, the District of Columbia, the Cayman
Islands, the British Virgin Islands, Bermuda or Hong Kong and the Successor Company (if not the Company) shall expressly assume,
by supplemental indenture all of the obligations of the Company under the Notes and this Indenture (including, for the avoidance
of doubt, the obligation to pay Additional Amounts pursuant to ‎Section 4.07); and


 


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


 


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


 




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


 


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


 


Section 11.03. Opinion of Counsel to Be Given
to Trustee. No consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall receive
an Officers’ Certificate and an Opinion of Counsel each stating and as conclusive evidence that any such consolidation, merger,
sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture, complies with the provisions of this ‎Article 11.


 


Article
12


 Immunity
of Incorporators, Stockholders, Officers and Directors


 


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


 




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Article
13


Intentionally
Omitted


 


Article
14


Conversion of
Notes


 


Section 14.01. Conversion Privilege.
Subject to and upon compliance with the provisions of this ‎Article 14, each Holder of a Note shall have the right, at such
Holder’s option, to convert all or any portion (if the portion to be converted is US$1,000 principal amount or an integral
multiple thereof) of such Note at any time prior to the close of business on the second Business Day immediately preceding the
Maturity Date at an initial conversion rate of 9.0334 ADSs (subject to adjustment as provided in this
‎Article 14, the “Conversion Rate”)
per US$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of ‎Section 14.02, the
“Conversion Obligation”).


 


Section 14.02. Conversion Procedure; Settlement
Upon Conversion.


 


(a)          Upon
conversion of any Note, the Company shall cause to be delivered to the converting Holder, in respect of each US$1,000 principal
amount of Notes being converted, a number of ADSs equal to the Conversion Rate, together with a cash payment, if applicable, in
lieu of any fractional ADS in accordance with subsection ‎(j) of this ‎Section 14.02, on the third Business Day immediately
following the relevant Conversion Date.


 


(b)          Subject
to ‎Section 14.02(e), before any Holder of a Note shall be
entitled to convert a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the procedures of
the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to
which such Holder is not entitled as set forth in ‎Section 14.02(h),
and complete, manually sign and deliver a duly completed irrevocable notice to the Conversion Agent as set forth in the
Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) and (ii) in the case of a Physical
Note (1) complete, manually sign and deliver a duly completed irrevocable Notice of Conversion to the Conversion Agent at
the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names
(with addresses) in which such Holder wishes the certificate or certificates for any ADSs to be delivered upon settlement of the
Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied
by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate
endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment
Date to which such Holder is not entitled as set forth in ‎Section 14.02(h). The Trustee (and if different, the Conversion
Agent) shall notify the Company of any conversion pursuant to this ‎Article 14 on the Conversion Date for such conversion.
No Notice of Conversion with respect to any Notes may be delivered and no Notes may be surrendered by a Holder for conversion thereof
if such Holder has also delivered a Repurchase Notice or Fundamental Change Repurchase Notice to the Company in respect of such
Notes and not validly withdrawn such Repurchase Notice or Fundamental Change Repurchase Notice in accordance with ‎Section
15.03. Any Notice of Conversion shall be deposited in duplicate at the office of any Conversion Agent on any Business Day from
9:00 a.m. to 3:00 p.m. at the location of the Conversion Agent to which such Notice of Conversion is delivered. Any Notice of Conversion
and any Physical Note (if issued) deposited outside the hours specified or on a day that is not a Business Day at the location
of the Conversion Agent shall for all purposes be deemed to have been deposited with that Conversion Agent between 9:00 a.m. and
3:00 p.m. on the next Business Day.


 




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If more than one Note shall be surrendered for
conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis
of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered.
None of the agents of the Trustee shall have any responsibility whatsoever with respect to the issuance and delivery of the ADSs
to the converting Holder.


 


(c)          A
Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”)
that the Holder has complied with the requirements set forth in subsection ‎(b) above. The Company shall issue or cause to
be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a
book-entry transfer through the Depositary for the full number of ADSs to which such Holder shall be entitled in satisfaction of
the Company’s Conversion Obligation.


 


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


 


(e)          If
a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the
delivery of the ADSs upon conversion of the Notes (or the issuance of the underlying Class A Common Shares), unless the tax is
due because the Holder requests such ADSs (or such Class A Common Shares) to be issued in a name other than the Holder’s
name, in which case the Holder shall pay that tax. The Conversion Agent may refuse to deliver the certificates representing the
ADSs (or the Class A Common Shares) being issued in a name other than the Holder’s name until the Trustee receives a sum
sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. The Company shall pay
the Depositary’s fees for issuance of the ADSs.


 


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


 


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


 




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(h)          Upon
conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below.
The Company’s settlement of the Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal
amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued
and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than
cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular
Record Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest
payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion
during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest
Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that
no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity
Date; (2) if the Company has delivered a Tax Redemption Notice pursuant to ‎Article 16 and has specified therein a Tax Redemption
Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment
Date; (3) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or
prior to the Business Day immediately following the corresponding Interest Payment Date; or (4) to the extent of any Defaulted
Amounts, if any Defaulted Amounts exist at the time of conversion with respect to such Note. For the avoidance of doubt, all Holders
on the Regular Record Date immediately preceding the Maturity Date will receive the full amount of interest payable on such Notes
on the Maturity Date, regardless of whether such Notes have been converted following such Regular Record Date.


 


(i)          The
Person in whose name the certificate for any ADSs delivered upon conversion is registered shall be treated as a holder of record
of such ADSs as of the close of business on the relevant Conversion Date. Upon a conversion of Notes, such Person shall no longer
be a Holder of such Notes surrendered for conversion.


 


(j)          The
Company shall not issue any fractional ADS upon conversion of the Notes and shall instead pay cash in lieu of any fractional ADS
deliverable upon conversion based on the Last Reported Sale Price of the ADSs on the relevant Conversion Date.


 


Section 14.03. Increased Conversion Rate
Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (i) a Make-Whole Fundamental
Change occurs prior to the Maturity Date or (ii) the Company delivers a Tax Redemption Notice and, in each case, a Holder elects
to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may be, the Company
shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number
of additional ADSs (the “Additional ADSs”), as described below. A conversion of Notes shall be deemed for these
purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received
by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the
second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental
Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading
Day immediately following the Effective Date of such Make-Whole Fundamental Change). A conversion of Notes shall be deemed for
these purposes to be “in connection with” a Tax Redemption if the relevant Notice of Conversion is received by the
Conversion Agent from, and including, the date the Company delivers a Tax Redemption Notice to, and including, the second Business
Day immediately prior to the related Tax Redemption Date. The Company shall provide written notification to Holders and the Trustee
of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than
five Business Days after such Effective Date.


 




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(b)          Upon
surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or Tax Redemption, the Company shall cause
to be delivered ADSs, including the Additional ADSs, in accordance with ‎Section 14.02; provided, however, that
if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the
Reference Property following such Make-Whole Fundamental Change is composed entirely of cash, for any conversion of Notes following
the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the ADS
Price for the transaction and shall be deemed to be an amount of cash per US$1,000 principal amount of converted Notes equal to
the Conversion Rate (including any adjustment for Additional ADSs), multiplied by such ADS Price.


 


(c)          The
number of Additional ADSs, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table
below, based on (i) the date on which the Make-Whole Fundamental Change occurs or becomes effective or, in the case of a Tax Redemption,
the date on which the Company delivers a Tax Redemption Notice (in each case, the “Effective Date”) and (ii)
the price paid (or deemed to be paid) per ADS in the Make-Whole Fundamental Change or, in the case of a Tax Redemption, the average
of the Last Reported Sale Prices of the ADSs over the five Trading Day period ending on, and including, the Trading Day immediately
preceding the date the Company delivers such Tax Redemption Notice (in each case, the “ADS Price”). If the holders
of the ADSs receive in exchange for their ADSs only cash in a Make-Whole Fundamental Change described in clause (b) of the definition
of Fundamental Change, the ADS Price shall be the cash amount paid per ADS. Otherwise, the ADS Price shall be the average of the
Last Reported Sale Prices of the ADSs over the five Trading Day period ending on, and including, the Trading Day immediately preceding
the Effective Date of the Make-Whole Fundamental Change.


 


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


 


(e)          The
following table sets forth the number of Additional ADSs to be received per US$1,000 principal amount of Notes pursuant to this
‎Section 14.03 for each ADS Price and Effective Date set forth below:


 




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	 	ADS
    price	 
	Effective date	 	US$82.00	 	 	US$85.00	 	 	US$90.00	 	 	US$100.00	 	 	US$110.70	 	 	US$125.00	 	 	US$140.00	 	 	US$160.00	 	 	US$190.00	 	 	US$230.00	 	 	US$275.00	 	 	US$350.00	 
	March 24, 2014	 	 	3.1617	 	 	 	3.0795	 	 	 	2.7420	 	 	 	2.1967	 	 	 	1.7564	 	 	 	1.3253	 	 	 	1.0030	 	 	 	0.7050	 	 	 	0.4259	 	 	 	0.2197	 	 	 	0.0989	 	 	 	0.0145	 
	April 1, 2015	 	 	3.1617	 	 	 	3.0633	 	 	 	2.7073	 	 	 	2.1374	 	 	 	1.6818	 	 	 	1.2421	 	 	 	0.9189	 	 	 	0.6266	 	 	 	0.3610	 	 	 	0.1730	 	 	 	0.0687	 	 	 	0.0043	 
	April 1, 2016	 	 	3.1617	 	 	 	3.0209	 	 	 	2.6423	 	 	 	2.0416	 	 	 	1.5689	 	 	 	1.1216	 	 	 	0.8016	 	 	 	0.5213	 	 	 	0.2785	 	 	 	0.1179	 	 	 	0.0366	 	 	 	0.0000	 
	April 1, 2017	 	 	3.1617	 	 	 	2.9355	 	 	 	2.5250	 	 	 	1.8829	 	 	 	1.3890	 	 	 	0.9370	 	 	 	0.6282	 	 	 	0.3736	 	 	 	0.1717	 	 	 	0.0545	 	 	 	0.0072	 	 	 	0.0000	 
	April 1, 2018	 	 	3.1617	 	 	 	2.7814	 	 	 	2.3147	 	 	 	1.5991	 	 	 	1.0727	 	 	 	0.6259	 	 	 	0.3532	 	 	 	0.1612	 	 	 	0.0430	 	 	 	0.0014	 	 	 	0.0000	 	 	 	0.0000	 
	April 1, 2019	 	 	3.1617	 	 	 	2.7313	 	 	 	2.0777	 	 	 	0.9666	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 



 


The exact ADS Prices and Effective Dates may
not be set forth in the table above, in which case:


 


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


 


(ii)         if
the ADS Price is greater than US$350.00 per ADS (subject to adjustment in the same manner as the ADS Prices set forth in the column
headings of the table above pursuant to subsection (d) above), no Additional ADSs shall be added to the Conversion Rate; and


 


(iii)        if
the ADS Price is less than US$82.00 per ADS (subject to adjustment in the same manner as the ADS Prices set forth in the column
headings of the table above pursuant to subsection (d) above), no Additional ADSs shall be added to the Conversion Rate.


 


Notwithstanding the foregoing, in no event shall
the Conversion Rate per US$1,000 principal amount of Notes exceed 12.1951 ADSs, subject to adjustment in the same manner as the
Conversion Rate pursuant to ‎Section 14.04.


 


(f)          Nothing
in this ‎Section 14.03 shall prevent an adjustment to the Conversion Rate pursuant to ‎Section 14.04.


 


Section 14.04. Adjustment of Conversion Rate.
If the number of Class A Common Shares represented by the ADSs is changed, after the date of this Indenture, for any reason other
than one or more of the events described in this ‎Section 14.04, the Company shall make an appropriate adjustment to the Conversion
Rate such that the number of Class A Common Shares represented by the ADSs upon which conversion of the Notes is based remains
the same.


 




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Notwithstanding the adjustment provisions described
in this ‎Section 14.04, if the Company distributes to holders of the Class A Common Shares any cash, rights, options, warrants,
shares of capital stock or similar equity interest, evidences of indebtedness or other assets or property of the Company (but excluding
Expiring Rights) and a corresponding distribution is not made to holders of the ADSs, but, instead, the ADSs shall represent, in
addition to Class A Common Shares, such cash, rights, options, warrants, shares of Capital Stock or similar equity interest, evidences
of indebtedness or other assets or property of the Company, then an adjustment to the Conversion Rate described in this ‎Section
14.04 shall not be made until and unless a corresponding distribution (if any) is made to holders of the ADSs, and such adjustment
to the Conversion Rate shall be based on the distribution made to the holders of the ADSs and not on the distribution made to the
holders of the Class A Common Shares. However, in the event that the Company issues or distributes to all holders of the Class
A Common Shares any Expiring Rights, notwithstanding the immediately preceding sentence, the Company shall adjust the Conversion
Rate pursuant to ‎Section 14.04(b) (in the case of in-the-money Expiring Rights entitling holders of the Class A Common Shares
for a period of not more than 45 calendar days after the announcement date of such issuance to subscribe for or purchase Class
A Common Shares or ADSs) or ‎Section 14.04(c) (in the case of all other Expiring Rights); provided that Holders of the
Notes that convert their Notes prior to the close of business on the Record Date for such distribution will receive such Expiring
Rights and no adjustment to the Conversion Rate.


 


For the avoidance of doubt, if any event described
in this ‎Section 14.04 results in a change to the number of Class A Common Shares represented by the ADSs, then such change
shall be deemed to satisfy the Company’s obligation to effect the relevant adjustment to the Conversion Rate on account of
such event to the extent such change produces the same economic result as the adjustment to the Conversion Rate that would otherwise
have been made on account of such event.


 


Subject to the foregoing, the Conversion Rate
shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make
any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case of a share split or share combination),
at the same time and upon the same terms as holders of the ADSs and solely as a result of holding the Notes, in any of the transactions
described in this ‎Section 14.04, without having to convert their Notes, as if they held a number of ADSs equal to the Conversion
Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. Neither the Trustee nor
the Conversion Agent shall have any responsibility to monitor the accuracy of the calculation of any adjustment to the Conversion
Rate, and the same shall be conclusive and binding on the Holders, absent manifest error. Notice of such adjustment to the Conversion
Rate shall be given by the Company promptly to the Holders, the Trustee and the Paying Agent and Conversion Agent and shall be
conclusive and binding on the Holders, absent manifest error.


 


(a)          If
the Company exclusively issues Class A Common Shares as a dividend or distribution on the Class A Common Shares, or if the Company
effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula:


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the Record Date for the ADSs of such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as applicable;


 




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	CR1	=	the Conversion Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such effective date, as applicable;
	 	 	 
	OS0	=	the number of Class A Common Shares outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such effective date, as applicable; and
	 	 	 
	OS1	=	the number of Class A Common Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination.


 


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


 


(b)          If
the Company issues to all or substantially all holders of the Class A Common Shares (directly in or in the form of ADSs) any rights,
options or warrants entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance,
to subscribe for or purchase Class A Common Shares (directly or in the form of ADSs) at a price per Class A Common Share that is
less than the average of the Last Reported Sale Prices of the Class A Common Shares or the ADSs, as the case may be (divided
by, in the case of the ADSs, the number of Class A Common Shares then represented by one ADS), for the 10 consecutive Trading
Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Conversion
Rate shall be increased based on the following formula:


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the Record Date for the ADSs for such issuance;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the close of business on such Record Date;
	 	 	 
	OS0	=	the number of Class A Common Shares outstanding immediately prior to the close of business on such Record Date;
	 	 	 
	X	=	the total number of Class A Common Shares (directly or in the form of ADSs) deliverable pursuant to such rights, options or warrants; and


 




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	Y	=	the number of Class A Common Shares equal to (i) the aggregate price payable to exercise such rights, options or warrants, divided by (ii) the quotient of (a) the average of the Last Reported Sale Prices of the ADSs over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants divided by (b) the number of Class A Common Shares then represented by one ADS.


 


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


 


For purposes of this ‎Section 14.04(b),
in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase Class A Common Shares (directly
or in the form of ADSs) at a price per Class A Common Share that is less than such average of the Last Reported Sale Prices of
the Class A Common Shares or the ADSs, as the case may be (divided by, in the case of the ADSs, the number of Class A Common
Shares then represented by one ADS), for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately
preceding the date of announcement for such issuance, and in determining the aggregate offering price of such Class A Common Shares
or ADSs, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any
amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the
Board of Directors.


 


(c)          If
the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or
rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Class
A Common Shares (directly or in the form of ADSs), excluding (i) dividends, distributions or issuances as to which an adjustment
was effected pursuant to ‎Section 14.04(a) or ‎Section 14.04(b), (ii) dividends or distributions paid exclusively in cash
as to which an adjustment was effected pursuant to ‎Section 14.04(d), and (iii) Spin-Offs as to which the provisions set forth
below in this ‎Section 14.04(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or
property or rights, options or warrants to acquire Capital Stock or other securities of the Company, the “Distributed
Property”), then the Conversion Rate shall be increased based on the following formula:


 





 




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where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the Record Date for the ADSs for such distribution;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the close of business on such Record Date;
	 	 	 
	SP0	=	the average of the Last Reported Sale Prices of the ADSs (divided by the number of Class A Common Shares then represented by one ADS) over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and
	 	 	 
	FMV	=	the fair market value (as determined by the Board of Directors) of the Distributed Property with respect to each outstanding Class A Common Share (directly or in the form of ADSs) on the Record Date for the ADSs for such distribution.


 


Any increase made under the portion of this ‎Section
14.04(c) above shall become effective immediately after the close of business on the Record Date for the ADSs for such distribution.
If such distribution is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would then be in
effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal
to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall
receive, in respect of each US$1,000 principal amount thereof, at the same time and upon the same terms as holders of the ADSs
receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder owned
a number of ADSs equal to the Conversion Rate in effect on the Record Date for the ADSs for the distribution.


 


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


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the end of the Valuation Period;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the end of the Valuation Period;
	 	 	 
	FMV0	=	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Class A Common Shares (directly or in the form of ADSs) applicable to one Class A Common Share (determined by reference to the definition of Last Reported Sale Price as set forth in ‎Section 1.01 as if references therein to the ADSs were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and


 




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	MP0	=	the average of the Last Reported Sale Prices of the ADSs (divided by the number of Class A Common Shares then represented by one ADS) over the Valuation Period.


 


The adjustment to the Conversion Rate under the preceding paragraph
shall occur on the last Trading Day of the Valuation Period; provided that in respect of any conversion during the Valuation
Period, references in the portion of this ‎Section 14.04(c) related to Spin-Offs to 10 Trading Days shall be deemed to be replaced
with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date of such Spin-Off to, and including,
the Conversion Date in determining the Conversion Rate.


 


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


 




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


 


(A)         a
dividend or distribution of Class A Common Shares (directly or in the form of ADSs) to which ‎Section 14.04(a) is applicable
(the “Clause A Distribution”); or


 


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


 


then (1) such dividend or distribution, other
than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this ‎Section
14.04(c) is applicable (the “Clause C Distribution”)
and any Conversion Rate adjustment required by this ‎Section 14.04(c) with respect to such Clause C Distribution shall then
be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution
and any Conversion Rate adjustment required by ‎Section 14.04(a) and ‎Section 14.04(b) with respect thereto shall then
be made, except that, if determined by the Company (I) the “Record Date” of the Clause A Distribution and the Clause
B Distribution shall be deemed to be the Record Date of the Clause C Distribution and (II) any Class A Common Shares (directly
or in the form of ADSs) included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding
immediately prior to the close of business on such Record Date or immediately after the open of business on such effective date,
as applicable” within the meaning of ‎Section 14.04(a) or “outstanding immediately prior to the close of business
on such Record Date” within the meaning of ‎Section 14.04(b).


 


(d)          If
any cash dividend or distribution is made to all or substantially all holders of the Class A Common Shares (directly or in the
form of ADSs), the Conversion Rate shall be adjusted based on the following formula:


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the Record Date for the ADSs for such dividend or distribution;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the close of business on such Record Date;
	 	 	 
	SP0	=	the Last Reported Sale Price of the ADSs (divided by the number of Class A Common Shares then represented by one ADS) on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and


 




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	C	=	the amount in cash per Class A Common Share the Company distributes to all or substantially all holders of the Class A Common Shares (directly or in the form of ADSs).


 


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


 


(e)          If
the Company or any of its Subsidiaries or Consolidated Affiliated Entities make a payment in respect of a tender or exchange offer
for the Class A Common Shares (directly or in the form of ADSs), to the extent that the cash and value of any other consideration
included in the payment per Class A Common Share exceeds the average of the Last Reported Sale Prices of the ADSs (divided by
the number of Class A Common Shares then represented by one ADS) over the 10 consecutive Trading Day period commencing on, and
including, the Trading Day next succeeding the date such tender or exchange offer expires, the Conversion Rate shall be increased
based on the following formula:


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
	 	 	 
	CR1	=	the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
	 	 	 
	AC	=	the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for Class A Common Shares or ADSs, as the case may be, purchased in such tender or exchange offer;
	 	 	 
	OS0	=	the number of Class A Common Shares outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all Class A Common Shares or ADSs, as the case may be, accepted for purchase or exchange in such tender or exchange offer);


 




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	OS1	=	the number of Class A Common Shares outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all Class A Common Shares or ADSs, as the case may be, accepted for purchase or exchange in such tender or exchange offer); and
	 	 	 
	SP1	=	the average of the Last Reported Sale Prices of the ADSs (divided by the number of Class A Common Shares then represented by one ADS) over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.


 


The adjustment to the Conversion Rate under this ‎Section 14.04(e)
shall occur at the close of business on the 10th Trading Day immediately following, and including, the Trading Day next
succeeding the date such tender or exchange offer expires; provided that in respect of any conversion within the 10 Trading
Days immediately following, and including, the expiration date of any tender or exchange offer, references in this ‎Section
14.04(e) with respect to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from,
and including, the Trading Day next succeeding the expiration date of such tender or exchange offer to, and including, the Conversion
Date in determining the Conversion Rate. No adjustment to the Conversion Rate under this ‎Section 14.04(e)
shall be made if such adjustment would result in a decrease in the Conversion Rate.


 


(f)          [Reserved.]


 


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


 


(h)          In
addition to those adjustments required by clauses ‎(a), ‎(b), ‎(c), ‎(d) and ‎(e) of this ‎Section 14.04,
and to the extent permitted by applicable law and subject to the applicable rules of The NASDAQ Global Select Market and any other
securities exchange on which any of the Company’s securities are then listed, the Company from time to time may increase
the Conversion Rate by any amount for a period of at least 20 Business Days if the Board of Directors determines that such increase
would be in the Company’s best interest, and the Company may (but is not required to) increase the Conversion Rate to avoid
or diminish any income tax to holders of the Class A Common Shares or the ADSs or rights to purchase Class A Common Shares or ADSs
in connection with a dividend or distribution of Class A Common Shares or ADSs (or rights to acquire Class A Common Shares or ADSs)
or similar event.


 


(i)          Notwithstanding
anything to the contrary in this ‎Article 14, the Conversion Rate shall not be adjusted:


 


(i)          upon
the issuance of any Class A Common Shares or ADSs 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 Class A Common Shares
or ADSs under any plan;


 




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(ii)         upon
the issuance of any Class A Common Shares or ADSs or options or rights to purchase those Class A Common Shares or ADSs pursuant
to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s
Subsidiaries or Consolidated Affiliated Entities;


 


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


 


(iv)        solely
for a change in the par value of the Class A Common Shares or ADSs; or


 


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


 


(j)          All
calculations and other determinations under this ‎Article 14 shall be made by the Company and shall be made to the nearest
one-ten thousandth (1/10,000) of an ADS.


 


(k)          Whenever
the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and the Conversion Agent
if not the Trustee) an Officers’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a
brief statement of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received
such Officers’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and
may assume without inquiry that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery
of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion
Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate
to each Holder at its last address appearing on the Note Register of this Indenture. Failure to deliver such notice shall not affect
the legality or validity of any such adjustment.


 


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


 


(m)          For
purposes of this ‎Section 14.04, the “effective date” means the first date on which the ADSs trade on the applicable
exchange or in the applicable market, regular way, reflecting the relevant share split or share combination, as applicable.


 


Section 14.05. Adjustments of Prices. Whenever
any provision of this Indenture requires the Company to calculate the Last Reported Sale Prices or the ADS Price for purposes of
a Make-Whole Fundamental Change or a Tax Redemption over a span of multiple days, the Board of Directors shall make appropriate
adjustments to each to account for any adjustment to the Conversion Rate that becomes effective pursuant to ‎Section 14.04,
or any event requiring an adjustment to the Conversion Rate pursuant to ‎Section 14.04 where the Record Date, effective date
or expiration date, as the case may be, of the event occurs, at any time during the period when such Last Reported Sale Prices
or ADS Prices are to be calculated.


 




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Section 14.06. Class A Common Shares to Be
Fully Paid. The Company shall provide, free from preemptive rights, out of its authorized but unissued Class A Common Shares
or Class A Common Shares held in treasury, a sufficient number of Class A Common Shares that corresponds to the number of ADSs
due upon conversion of the Notes from time to time as such Notes are presented for conversion (assuming that at the time of computation
of such number of Class A Common Shares, all such Notes would be converted by a single Holder).


 


Section 14.07. Effect of Recapitalizations,
Reclassifications and Changes of the Class A Common Shares.


 


(a)          In
the case of:


 


(i)          any
recapitalization, reclassification or change of the Class A Common Shares (other than changes resulting from a subdivision or combination),


 


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


 


(iii)        any
sale, lease or other transfer to a third party of the consolidated assets of the Company and the Company’s Subsidiaries and
Consolidated Affiliated Entities substantially as an entirety or


 


(iv)        any
statutory share exchange,


 


in each case, as a result of which the Class A
Common Shares would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any
combination thereof) (any such event, a “Merger Event”), then, prior to or at the effective time of such Merger
Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture
permitted under ‎Section 10.01(g) providing that, at and after
the effective time of such Merger Event, the right to convert each US$1,000 principal amount of Notes shall be changed into a right
to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets
(including cash or any combination thereof) that a holder of a number of ADSs equal to the Conversion Rate immediately prior to
such Merger Event would have owned or been entitled to receive (the “Reference Property,” with each “unit
of Reference Property” meaning the kind and amount of Reference Property that a holder of one ADS is entitled to receive)
upon such Merger Event; provided, however, that at and after the effective time of the Merger Event the number of
ADSs otherwise deliverable upon conversion of the Notes in accordance with ‎Section 14.02 shall instead be deliverable in the
amount and type of Reference Property that a holder of that number of ADSs would have been entitled to receive in such Merger Event.


 




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If the Merger Event causes the Class A Common
Shares to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based
in part upon any form of holder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed
to be (A) the weighted average of the types and amounts of consideration received by the holders of ADSs that affirmatively make
such an election or (B) if no holders of ADSs affirmatively make such an election, the types and amounts of consideration actually
received by the holders of the ADSs, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph
shall refer to the consideration referred to in clause (i) attributable to one ADS. The Company shall provide written notice to
Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after
such determination is made.


 


Such supplemental indenture described in the
second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent
as is practicable to the adjustments provided for in this ‎Article 14
(it being understood that no such adjustments shall be required with respect to any portion of the Reference Property that does
not consist of shares of Common Equity (however evidenced) or depositary receipts in respect thereof). If, in the case of
any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any
combination thereof) of a Person other than the Company or the successor or purchasing Person, as the case may be, in such Merger
Event, then such other Person shall also execute such supplemental indenture, and such supplemental indenture shall contain such
additional provisions to protect the interests of the Holders of the Notes, including the right of Holders to require the Company
to repurchase their Notes upon a Fundamental Change pursuant to ‎Section 15.02 and the right of Holders to require the Company
to repurchase their Notes on the Repurchase Date pursuant to ‎Section 15.01, as the Board of Directors shall reasonably consider
necessary by reason of the foregoing.


 


(b)          In
the event the Company executes a supplemental indenture pursuant to subsection (a) of this ‎Section 14.07, the Company shall
promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash,
securities or property or asset that will comprise a unit of Reference Property after any such Merger Event, any adjustment to
be made with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the execution
of such supplemental indenture to be mailed to each Holder, at its address appearing on the Note Register provided for in this
Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of
such supplemental indenture.


 


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


 


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


 


Section 14.08. Certain Covenants. (a)
The Company covenants that all ADSs delivered upon conversion of Notes, and all Class A Common Shares represented by such ADSs,
will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.


 




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


 


(c)          The
Company further covenants that if at any time the ADSs shall be listed on any national securities exchange or automated quotation
system the Company will list and keep listed, so long as the ADSs shall be so listed on such exchange or automated quotation system,
any ADSs deliverable upon conversion of the Notes.


 


(d)          The
Company further covenants to take all actions and obtain all approvals and registrations required with respect to the conversion
of the Notes into ADSs and the issuance, and deposit into the ADS facility, of the Class A Common Shares represented by such ADSs.
Subject to ‎Section 14.12, the Company also undertakes to maintain, as long as any Notes are outstanding, the effectiveness
of a registration statement on Form F-6 relating to the ADSs and an adequate number of ADSs available for issuance thereunder such
that ADSs can be delivered in accordance with the terms of this Indenture, the Notes and the Deposit Agreement upon conversion
of the Notes. In addition, subject to ‎Section 14.12, the Company further covenants to provide Holders with a reasonably detailed
description of the mechanics for the delivery of ADSs upon conversion of Notes as set forth in the Deposit Agreement upon request.


 


Section 14.09. Responsibility of Trustee.
The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine
the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase)
of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect
to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and
any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any ADSs,
or of any securities, property or cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee
and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall
be responsible for any failure of the Company to issue, transfer or deliver any ADSs or stock certificates or other securities
or property or cash upon the surrender of any Note for the purpose of conversion, the accuracy or inaccuracy of any mathematical
calculation or formulae under this Indenture, whether by the Company or any Person so authorized by the Company for such purpose
under this Indenture or the failure by the Company to comply with any of the duties, responsibilities or covenants of the Company
contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall
be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into
pursuant to ‎Section 14.07 relating either to the kind or amount of ADSs or securities or property (including cash) receivable
by Holders upon the conversion of their Notes after any event referred to in such ‎Section 14.07 or to any adjustment to be
made with respect thereto, but, subject to the provisions of ‎Section 7.01, may accept (without any independent investigation)
as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate
(which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with
respect thereto.


 




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


 


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


 


(b)          Merger
Event; or


 


(c)          voluntary
or involuntary dissolution, liquidation or winding-up of the Company or any of its Subsidiaries or Consolidated Affiliated Entities;


 


then, in each case (unless notice of such event is otherwise required
pursuant to another provision of this Indenture), the Company shall cause to be filed with the Trustee and the Conversion Agent
(if other than the Trustee) and to be mailed to each Holder at its address appearing on the Note Register, as promptly as possible
but in any event at least 20 days prior to the applicable date hereinafter specified, a notice stating (i) the date on which a
record is to be taken for the purpose of such action by the Company or one of its Subsidiaries or Consolidated Affiliated Entities
or, if a record is not to be taken, the date as of which the holders of Class A Common Shares or ADSs, as the case may be, of record
are to be determined for the purposes of such action by the Company or one of its Subsidiaries or Consolidated Affiliated Entities,
or (ii) the date on which such Merger Event, dissolution, liquidation or winding-up is expected to become effective or occur, and
the date as of which it is expected that holders of Class A Common Shares or ADSs, as the case may be, of record shall be entitled
to exchange their Class A Common Shares or ADSs, as the case may be, for securities or other property deliverable upon such Merger
Event, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality
or validity of such action by the Company or one of its Subsidiaries or Consolidated Affiliated Entities, Merger Event, dissolution,
liquidation or winding-up.


 


Section 14.11. Stockholder Rights Plans.
To the extent that the Company has a rights plan in effect upon conversion of the Notes, each ADS delivered upon such conversion
shall be entitled to receive (either directly or in respect of the Class A Common Shares underlying such ADSs) the appropriate
number of rights, if any, and the certificates representing the ADSs delivered upon such conversion shall bear such legends, if
any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to
time. However, if, prior to any conversion, the rights have separated from the Class A Common Shares underlying the ADSs in accordance
with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of separation
as if the Company distributed to all or substantially all holders of the Class A Common Shares Distributed Property as provided
in ‎Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.


 




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Section 14.12. Termination of Depositary
Receipt Program. If the Class A Common Shares cease to be represented by American Depositary Shares issued under a depositary
receipt program sponsored by the Company, all references in this Indenture to the ADSs shall be deemed to have been replaced by
a reference to the number of Class A Common Shares (and other property, if any) represented by the ADSs on the last day on which
the ADSs represented the Class A Common Shares and as if the Class A Common Shares and the other property had been distributed
to holders of the ADSs on that day. In addition, all references to the Last Reported Sale Price of the ADSs will be deemed to refer
to the Last Reported Sale Price of the Class A Common Shares, and other appropriate adjustments, including adjustments to the Conversion
Rate, will be made to reflect such change. In making such adjustments, where currency translations between U.S. dollars and any
other currency are required, the exchange rate in effect on the date of determination will apply.


 


Article
15


Repurchase of Notes
at Option of Holders


 


Section 15.01. Repurchase at Option of Holders.



 


(a)          Each
Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on April 1, 2017 (the
“Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of
US$1,000 principal amount, at a repurchase price (the “Repurchase Price”) that is equal to 100% of the principal
amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided
that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase
Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase
Date. Not later than 20 Business Days prior to the Repurchase Date, the Company shall mail a notice (the “Company Notice”)
by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note
Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Repurchase Notice
to be completed by a Holder and shall state:


 


(i)          the
last date on which a Holder may exercise its repurchase right pursuant to this ‎Section 15.01 (the “Repurchase Expiration
Time”);


 


(ii)         the
Repurchase Price;


 


(iii)        the
Repurchase Date;


 


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


 


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


 


(vi)        that
the Holder shall have the right to withdraw any Notes surrendered prior to the Repurchase Expiration Time; and


 




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(vii)       the
procedures a Holder must follow to exercise its repurchase rights under this ‎Section 15.01 and a brief description of those
rights.


 


At the Company’s request, the Trustee shall
give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all
cases, the text of such Company Notice shall be prepared by the Company.


 


Simultaneously with providing the Company Notice,
the Company shall publish a notice containing the information included in the Company Notice in a newspaper of general circulation
in The City of New York or publish such information on the Company’s website or through such other public medium as the Company
may use at that time.


 


No failure of the Company to give the foregoing
notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the
repurchase of the Notes pursuant to this ‎Section 15.01.


 


Repurchases of Notes under this ‎Section
15.01 shall be made, at the option of the Holder thereof, upon:


 


(A)         delivery
to the Trustee by the Holder of a duly completed notice (the “Repurchase Notice”) in the form set forth in Attachment
3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s
procedures for surrendering interests in global notes, if the Notes are Global Notes, in each case during the period beginning
at any time from the open of business on the date that is 20 Business Days prior to the Repurchase Date until the close of business
on the second Business Day immediately preceding the Repurchase Date; and


 


(B)         delivery
of the Notes, if the Notes are Physical Notes, to the Trustee at any time after delivery of the Repurchase Notice (together with
all necessary endorsements) at the Corporate Trust Office of the Trustee, or book-entry transfer of the Notes, if the Notes are
Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the
Holder of the Repurchase Price therefor.


 


Each Repurchase Notice shall state:


 


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


 


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


 


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


 


provided, however, that if the Notes
are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures.


 




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Notwithstanding anything herein to the contrary,
any Holder delivering to the Trustee the Repurchase Notice contemplated by this ‎Section 15.01 shall have the right to withdraw,
in whole or in part, such Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding
the Repurchase Date by delivery of a duly completed written notice of withdrawal to the Trustee in accordance with ‎Section
15.03.


 


The Trustee shall promptly notify the Company
of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.


 


No Repurchase Notice with respect to any Notes
may be delivered and no Note may be surrendered for repurchase pursuant to this ‎Section 15.01 by a Holder thereof to the extent
such Holder has also delivered a Fundamental Change Repurchase Notice with respect to such Note in accordance with ‎Section
15.02 and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with ‎Section 15.03.


 


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


 


Section 15.02. Repurchase at Option
of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time, each Holder shall have the right, at
such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion thereof
that is equal to US$1,000 or an integral multiple of US$1,000, on the date (the “Fundamental Change Repurchase Date”)
notified in writing by the Company as set forth in ‎Section 15.02(c) that is not less than 20 Business Days or more than 35
Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal
amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the
“Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular
Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall
instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date, and the Fundamental
Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this ‎Article
15. The Trustee and any other Conversion Agent shall have no responsibility to determine the Fundamental Change Repurchase Price.


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


provided, however, that if the Notes are Global Notes,
the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures.


 


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


 


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


 


No Fundamental Change Repurchase Notice with
respect to any Notes may be delivered and no Note may be surrendered by a Holder for repurchase thereof if such Holder has also
surrendered a Repurchase Notice in accordance with ‎Section 15.01 and not validly withdrawn such Repurchase Notice in accordance
with ‎Section 15.03.


 




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(c)          On
or before the 20th calendar day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to
all Holders and the Trustee a written notice (the “Fundamental Change Company Notice”) of the occurrence of
the effective date of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof.
In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered
in accordance with the applicable procedures of the Depositary. Simultaneously with providing such notice, the Company shall publish
a notice containing the information set forth in the Fundamental Change Company Notice in a newspaper of general circulation in
The City of New York or publish such information on the Company’s website or through such other public medium as the Company
may use at that time. Each Fundamental Change Company Notice shall specify:


 


(i)          the
events causing the Fundamental Change;


 


(ii)         the
date of the Fundamental Change;


 


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


 


(iv)        the
Fundamental Change Repurchase Price;


 


(v)         the
Fundamental Change Repurchase Date;


 


(vi)        the
name and address of the Trustee;


 


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


 


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


 


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


 


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


 


At the Company’s request, the Trustee
shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in
all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company.


 


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


 




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Section 15.03. Withdrawal of Repurchase Notice
or Fundamental Change Repurchase Notice. (a) A Repurchase Notice or Fundamental Change Repurchase Notice may be withdrawn (in
whole or in part) by means of a duly completed written notice of withdrawal delivered to the Corporate Trust Office in accordance
with this ‎Section 15.03 at any time prior to the close of business on the second Business Day immediately preceding the Repurchase
Date or prior to the close of business on the second Business Day immediately preceding the Fundamental Change Repurchase Date,
as the case may be, specifying:


 


(i)          the
principal amount of the Notes with respect to which such notice of withdrawal is being submitted,


 


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


 


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


 


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


 


Section 15.04. Deposit of Repurchase Price
or Fundamental Change Repurchase Price. (a) The Company will deposit with the Trustee (or other Paying Agent appointed by the
Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in ‎Section
4.04) at or prior to 10:00 a.m., New York City time, on the Repurchase Date or Fundamental Change Repurchase Date, as the case
may be, an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Repurchase Price or Fundamental
Change Repurchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company),
payment for Notes surrendered for repurchase (and not withdrawn in accordance with ‎Section 15.03) will be made on the later
of (i) the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, (provided the Holder has satisfied
the conditions in ‎Section 15.01 or ‎Section 15.02,
as the case may be) and (ii) the time of book-entry transfer or the delivery of such Note to the Trustee (or other
Paying Agent appointed by the Company) by the Holder thereof in the manner required by ‎Section 15.01 or ‎Section 15.02,
as applicable, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear
in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately
available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written
demand by the Company, return to the Company any funds in excess of the Repurchase Price or Fundamental Change Repurchase Price,
as the case may be.


 




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(b)          If
by 10:00 a.m., New York City time, on the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, the Trustee
(or other Paying Agent appointed by the Company) holds money sufficient to make payment on all the Notes or portions thereof that
are to be repurchased on such Repurchase Date or Fundamental Change Repurchase Date, as the case may be, then, with respect to
the Notes that have been properly surrendered for repurchase and not validly withdrawn, on such Repurchase Date or Fundamental
Change Repurchase Date, as the case may be, (i) such Notes will cease to be outstanding, (ii) interest will cease to accrue on
such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying
Agent) and (iii) all other rights of the Holders of such Notes will terminate (other than the right to receive the Repurchase Price
or Fundamental Change Repurchase Price, as the case may be).


 


(c)          Upon
surrender of a Note that is to be repurchased in part pursuant to ‎Section 15.01 or ‎Section 15.02, the Company shall execute
and instruct the Trustee who shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal
amount to the unrepurchased portion of the Note surrendered.


 


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


 


(a)          comply
with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act;


 


(b)          file
a Schedule TO or other required schedule under the Exchange Act, if required by applicable law; and


 


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


 


in each case, so as to permit the rights and obligations
under this ‎Article 15 to be exercised in the time and in the manner specified in this ‎Article 15.


 


Article
16


Redemption Only For Taxation Reasons


 


Section 16.01. No Redemption Except for Taxation
Reasons. The Notes shall not be redeemable by the Company prior to the Maturity Date, except as described in this ‎Article
16, and no sinking fund is provided for the Notes. The Notes may be redeemed, for cash, at the Company’s option, as a whole
but not in part (a “Tax Redemption”), at the Tax Redemption Price, if (x) on the next date on which any
amount would be payable in respect of the Notes, the Company is or would be required to pay Additional Amounts, (y) the Company
cannot avoid any such payment obligation by taking reasonable measures available to it and (z) the requirement arises as a
result of:


 


(a)          any
amendment to, or change in, the laws or any regulations or rulings promulgated thereunder of a Taxing Jurisdiction, which change
or amendment is announced and becomes effective on or after the date the Notes are issued (or, if the applicable Taxing Jurisdiction
becomes a Taxing Jurisdiction on a date after the Notes are issued, such later date); or


 




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(b)          any
amendment to, or change in, an official written interpretation or application or administration of such laws, regulations or rulings
(including by virtue of a holding, judgment, order by a court of competent jurisdiction or a change in published administrative
practice), which amendment or change is announced and becomes effective on or after the date the Notes are issued (or, if the applicable
Taxing Jurisdiction became a Taxing Jurisdiction on a date after the date the Notes are issued, such later date) (each of the foregoing
clauses (1) and (2), a “Change in Tax Law”).


 


Section 16.02. Notice of Tax Redemption.


 


(a)          In
the event that the Company exercises its Tax Redemption right pursuant to ‎Section 16.01, it shall fix a date for redemption
(the “Tax Redemption Date”) and it or, at its written request received by the Trustee not less than 55 days
prior to the Tax Redemption Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name
of and at the expense of the Company shall mail or cause to be mailed a notice of such Tax Redemption (a “Tax Redemption
Notice”) not less than 30 nor more than 60 calendar days prior to the Tax Redemption Date to each Holder of Notes so
to be redeemed at its last address as the same appears on the Note Register; provided, however, that, if the Company shall
give such notice, it shall also give a written notice of the Tax Redemption Date to the Trustee. The Tax Redemption Date must be
a Business Day. For the avoidance of doubt, if the Tax Redemption Date falls after a Regular Record Date but on or prior to the
immediately succeeding Interest Payment Date, interest accrued to the Interest Payment Date will be paid to Holders of record on
such Regular Record Date.


 


(b)          The
Company shall not give any Tax Redemption Notice earlier than 90 days prior to the earliest date on which the Company would be
obligated to make such payment or withholding if a payment in respect of the Notes were then due, and the obligation to pay Additional
Amounts must be in effect at the time such Tax Redemption Notice is given. Prior to the publication or, where relevant, mailing
of any Tax Redemption Notice pursuant to the foregoing, the Company shall deliver to the Trustee (a) an Officers’ Certificate
stating that the obligation to pay such Additional Amounts cannot be avoided by the Company taking reasonable measures available
to it; and (b) a written opinion of independent tax counsel to the effect that the Company has or will become obligated to
pay such Additional Amounts as a result of a Change in Tax Law. The Trustee shall accept and shall be entitled to rely on such
Officers’ Certificate and such opinion of independent tax counsel as sufficient evidence of the existence and satisfaction
of the conditions precedent set forth in ‎‎Section 16.01, in which event it shall be conclusive and binding on the Holders
of the Notes.


 


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


 




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(d)          Each
Tax Redemption Notice shall specify:


 


(i)          the
Tax Redemption Date;


 


(ii)         the
Tax Redemption Price;


 


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


 


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


 


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


 


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


 


(vii)       that
Holders have the right to elect not to have their Notes redeemed by delivery to the Trustee written notice to that effect not later
than the 15th calendar day prior to the Tax Redemption Date;


 


(viii)      that
Holders who wish to elect not to have their Notes redeemed must satisfy the requirements set forth herein and in the Indenture;


 


(ix)         that,
at and after the Tax Redemption Date, Holders who elect not to have their Notes redeemed will not receive any Additional Amounts
on any payments with respect to such Notes solely as a result of the change or amendment in the tax laws of the Relevant Taxing
Jurisdiction that caused such Additional Amounts to be paid (whether upon conversion, repurchase, maturity or otherwise, and whether
in cash, ADSs or otherwise), and all future payments with respect to the Notes will be subject to the deduction or withholding
of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change or amendment;


 


(x)          the
Conversion Rate and, if applicable, the number of ADSs added to the Conversion Rate in accordance with ‎Section 14.03; and


 


(xi)         the
CUSIP, ISIN or other similar numbers, if any, assigned to such Notes.


 


A Tax Redemption Notice shall be irrevocable.
In the case of a Tax Redemption, a Holder may convert its Notes at any time until the close of business on the second Business
Day preceding the Tax Redemption Date.


 


Section 16.03. Payment of Notes Called for
Tax Redemption for Taxation .


 




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


 


(b)          Prior
to the open of business on the Business Day immediately prior to the Tax Redemption Date, the Company shall deposit with the Paying
Agent or, if the Company or a Subsidiary of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided
in ‎Section 7.05 an amount of cash (in immediately available funds if deposited on the Tax Redemption Date), sufficient to
pay the Tax Redemption Price of all of the Notes to be redeemed on such Tax Redemption Date. Subject to receipt of funds by the
Paying Agent, payment for the Notes to be redeemed shall be made on the Tax Redemption Date for such Notes. The Trustee (or other
Paying Agent appointed by the Company) shall, promptly after such payment and upon written demand by the Company, return to Company
any funds in excess of the Tax Redemption Price.


 


Section 16.04. Holders’ Right to Avoid
Redemption. Notwithstanding anything to the contrary in this ‎Article 16, if the Company has given a Tax Redemption Notice
as described in ‎Section 16.02, each Holder of Notes will have the right to elect that such Holder’s Notes will not be
subject to Tax Redemption. If a Holder elects not to be subject to a Tax Redemption, the Company will not be required to pay Additional
Amounts with respect to payments made in respect of such Holder’s Notes following the Tax Redemption Date, and all subsequent
payments in respect of such Holder’s Notes will be subject to any tax required to be withheld or deducted under the laws
of a Relevant Taxing Jurisdiction, in each case, as a result of the change or amendment in the tax laws of the Relevant Taxing
Jurisdiction that caused such Additional Amounts to be paid. The obligation to pay Additional Amounts to any electing Holder for
periods up to the Tax Redemption Date shall remain subject to the exceptions set forth under ‎Section 4.07. Holders must exercise
their option to elect to avoid a Tax Redemption by written notice to the Trustee no later than the 15th calendar day prior to the
Tax Redemption Date.


 


Section 16.05. Restrictions on Tax Redemption.
The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the
terms of this Indenture, and such acceleration has not been rescinded, on or prior to the Tax Redemption Date (except in the case
of an acceleration resulting from a Default by the Company in the payment of the Tax Redemption Price with respect to such Notes).


 


Article
17


Miscellaneous Provisions


 


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


 


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


 




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Section 17.03. Addresses for Notices, Etc.
Any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee or by
the Holders on the Company shall be deemed to have been sufficiently given or made, for all purposes if given or served by being
delivered in person, transmitted by facsimile, sent via electronic mail (with portable document format attached) or deposited postage
prepaid by registered or certified mail in a post office letter box addressed (until another address is filed by the Company with
the Trustee) to:


 


YY Inc.


Building 3-08


Yangchang Creative Industry Zone


No. 309 Huangpu Avenue Middle


Tianhe District, Guangzhou 510655


People’s Republic of China


Attention: Chief Financial Officer


E-mail: eric@yy.com


Facsimile: +86(20)2916-2080




Any notice, direction, request or demand hereunder to or upon the Trustee shall be given or served in person, transmitted by facsimile,
sent via electronic mail (with portable document format attached) or deposited postage prepaid by registered or certified mail
in a post office letter box addressed to the Corporate Trust Office with a copy to:


 


Deutsche Bank Trust Company Americas


c/o Deutsche Bank National Trust Company


Trust & Agency Services


100 Plaza One, Mailstop JCY03-0699


Jersey City, New Jersey 07311


United States of America


Attention: Corporate Team Deal Manager –
YY Inc.


Facsimile: 732-578-4635




All notices and other communications under this Indenture shall be in writing in English.


 


So long as and to the extent that the Notes
are represented by Global Notes and such Global Notes are held by DTC, notices to owners of beneficial interests in the Global
Notes may be given by delivery of the relevant notice to DTC for communication by it to entitled account holders.


 


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


 




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Any notice or communication mailed to a Holder
shall be mailed to it by first class mail, postage prepaid, at its address as it appears on the Note Register and shall be sufficiently
given to it if so mailed within the time prescribed.


 


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


 


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


 


Section 17.04. Governing Law; Jurisdiction.
THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


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


 


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


 


Section 17.05. Submission to Jurisdiction;
Service of Process. The Company irrevocably appoints Law Debenture Corporate Service, Inc. as its authorized agent in the Borough
of Manhattan in the City of New York upon which process may be served in any such suit or proceeding, and agrees that service of
process upon such agent, and written notice of said service to the Company by the person serving the same to:


 


YY Inc.


Building 3-08


Yangchang Creative Industry Zone


No. 309 Huangpu Avenue Middle


Tianhe District, Guangzhou 510655


People’s Republic of China


Attention: Chief Financial Officer


Facsimile: +86(20)2916-2080


 




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shall be deemed in every respect effective service
of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary
to maintain such designation and appointment of such agent in full force and effect for a period of five and a half years from
the date of this Indenture. If for any reason such agent shall cease to be such agent for service of process, the Company shall
forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee
a copy of the new agent’s acceptance of that appointment within ten Business Days of such acceptance. Nothing herein shall
affect the right of the Trustee, any agent or any Holder to serve process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against the Company in any other court of competent jurisdiction. To the extent that the Company
has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect
to itself or its property, the Company irrevocably waives such immunity in respect of its obligations hereunder or under any Note.


 


Section 17.06. Evidence of Compliance with
Conditions Precedent; Certificates and Opinions of Counsel to Trustee.


 


(a)          Upon
any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to
the Trustee:


 


(i)          an
Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with; and


 


(ii)         an
Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.


 


(b)          Each
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:


 


(i)          a
statement that each person signing such certificate or opinion has read such covenant or condition and the definitions herein relating
thereto;


 


(ii)         a
brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in
such certificate or opinion is based;


 


(iii)        a
statement that, in the opinion of each such person, he has made such examination or investigation as is necessary to enable him
to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(iv)        a
statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with.


 




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Notwithstanding anything to the contrary in
this ‎Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion
of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to,
or entitled to request, such Opinion of Counsel.


 


Section 17.07. Legal Holidays. In any
case where any Interest Payment Date, Fundamental Change Repurchase Date, Conversion Date, Repurchase Date, Tax Redemption Date
or Maturity Date is not a Business Day, then any action to be taken on such date need not be taken on such date, but may be taken
on the next succeeding Business Day with the same force and effect as if taken on such date, and no interest shall accrue in respect
of the delay.


 


Section 17.08. No Security Interest Created.
Nothing in this Indenture or in the Notes, expressed or implied, shall be construed to constitute a security interest under the
Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction.


 


Section 17.09. Benefits of Indenture.
Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person, other than the Holders, the parties
hereto, any Paying Agent, any Conversion Agent, any Note Registrar and their successors hereunder, any benefit or any legal or
equitable right, remedy or claim under this Indenture.


 


Section 17.10. Table of Contents, Headings,
Etc. The table of contents and the titles and headings of the articles and sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms
or provisions hereof.


 


Section 17.11. Execution in Counterparts.
This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF
transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu
of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to
be their original signatures for all purposes.


 


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


 


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


 




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Section 17.14. Force Majeure. In no event
shall the Trustee or the Agents be responsible or liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee
or the Agents, as the case may be, shall use reasonable efforts that are consistent with accepted practices in the banking industry
to resume performance as soon as practicable under the circumstances.


 


Section 17.15. Calculations. Except as
otherwise provided herein, the Company shall be responsible for making all calculations called for under the Notes. These calculations
include, but are not limited to, determinations of the Last Reported Sale Prices of the ADSs, accrued interest payable on the Notes,
the number of Additional ADSs to be added to the Conversion Rate upon a Make-Whole Fundamental Change or a Tax Redemption, if any,
and the Conversion Rate of the Notes. The Company shall make all these calculations in good faith and, absent manifest error, the
Company’s calculations shall be final and binding on Holders. The Company shall provide a schedule of its calculations to
each of the Trustee, the Paying Agent and the Conversion Agent, and each of the Trustee, the Paying Agent and the Conversion Agent
is entitled to rely conclusively and without liability upon the accuracy of the Company’s calculations without independent
verification. The Trustee will forward the Company’s calculations to any Holder of Notes upon the request of that Holder
at the sole cost and expense of the Company upon verification of such Holder’s identity and noteholdings in a manner satisfactory
to the Trustee.


 


Section 17.16. USA PATRIOT Act. The parties
hereto acknowledge that in order to help the United States government fight the funding of terrorism and money laundering activities,
pursuant to Federal regulations that became effective on October 1, 2003 (Section 326 of the USA PATRIOT Act) all financial institutions
are required to obtain, verify, record and update information that identifies each person establishing a relationship or opening
an account. The parties to this Indenture agree that they will provide to the Trustee such information as it may request, from
time to time, in order for the Trustee to satisfy the requirements of the USA PATRIOT Act, including but not limited to the name,
address, tax identification number and other information that will allow it to identify the individual or entity who is establishing
the relationship or opening the account and may also ask for formation documents such as articles of incorporation or other identifying
documents to be provided.


 




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


 


	 	YY INC.
	 	 
	 	By:	/s/  David Xueling Li
	 	 	Name: David Xueling Li
	 	 	Title: Chief Executive Officer


 


	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
	 	 
	 	By:	Deutsche Bank National Trust Company
	 	 	 
	 	By:	/s/ Annie Jaghatspanyan
	 	 	Name:  Annie Jaghatspanyan
	 	 	Title: Vice President
	 	 	 
	 	By:	/s/ Wanda Camacho
	 	 	Name:  Wanda Camacho
	 	 	Title:


 




    	 



    	 



    




 


EXHIBIT
A


 


[FORM
OF FACE OF NOTE]


 


[INCLUDE
FOLLOWING LEGEND IF A GLOBAL NOTE]


 


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


 


[INCLUDE
FOLLOWING LEGEND IF A RULE 144A NOTE OR A REGULATION S NOTE]


 


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


 


(1)         REPRESENTS
THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING (A) IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”) (WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (B) IS LOCATED OUTSIDE THE UNITED STATES AND IS NOT A U.S. PERSON (WITHIN
THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH
ACCOUNT AND THAT IT AND ANY SUCH ACCOUNT IS NOT AN AFFILIATE OF YY INC. (THE “COMPANY”), AND


 


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


 




    	A-1



    	 



    

  


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


 


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


 


(C)         TO
A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR


 


(D)         THROUGH
OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO PERSONS WHO ARE NOT U.S. PERSONS WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT, OR


 


(E)         PURSUANT
TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE).


 


[PRIOR
TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE 2(D) ABOVE, THE TRANSFEROR SHALL FIRST DELIVER TO THE TRUSTEE A
WRITTEN CERTIFICATE STATING THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S.]1


 


[PRIOR
TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(C) ABOVE, THE TRANSFEROR SHALL FIRST DELIVER TO THE TRUSTEE
A WRITTEN CERTIFICATE STATING THAT THE SECURITIES ARE BEING TRANSFERRED TO A PERSON (A) WHO THE TRANSFEROR REASONABLY BELIEVES
TO BE A QIB, (B) WHO IS PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.]2


 


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


 


EXCEPT
PURSUANT TO, AND IN COMPLIANCE WITH, SECTION 2.10 OF THE INDENTURE PURSUANT TO WHICH THIS SECURITY WAS ISSUED, NO AFFILIATE (AS
DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER
THE SECURITIES ACT) OF THE COMPANY DURING THE THREE IMMEDIATELY PRECEDING MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR OWN THIS SECURITY
OR A BENEFICIAL INTEREST HEREIN.


 





 











1
                                         Include for a Rule 144A Note.


2
Include for a Regulation S Note.



 




    	A-2



    	 



    

 


YY
INC.





 


2.25%
Convertible Senior Note due 2019


 





	No.
    [_____]	[Initially]3
    US$_________




  


CUSIP No.
[98426T AA4]4[G9887Y AA5]5


 


YY
Inc., a company duly organized and validly existing under the laws of the Cayman Islands (the “Company,” which
term includes any successor company or corporation or other entity under the Indenture referred to on the reverse hereof), for
value received hereby promises to pay to [CEDE & CO.]6 [_______]7, or registered assigns, the principal
sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]8 [of US$[_______]]9,
which amount, taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture,
exceed US$400,000,000 in aggregate at any time (or up to US$460,000,000 to the extent the Initial Purchasers exercise their option
to purchase additional Notes as set forth in the Purchase Agreement), in accordance with the rules and procedures of the Depositary,
on April 1, 2019, and interest thereon as set forth below.


 


This
Note shall bear interest at the rate of 2.25% per year from March 24, 2014, or from the most recent date to which interest had
been paid or provided for to, but excluding, the next scheduled Interest Payment Date until April 1, 2019. Interest is payable
semi-annually in arrears on each April 1 and October 1, commencing on October 1, 2014, to Holders of record at the close of business
on the preceding March 15 and September 15 (whether or not such day is a Business Day), respectively. Additional Interest will
be payable as set forth in ‎Section 4.06(d), ‎Section 4.06(e) and ‎Section 6.03 of the within-mentioned Indenture,
and any reference to interest on, or in respect of, any Note therein shall be deemed to include Additional Interest if, in such
context, Additional Interest is, was or would be payable pursuant to any of such ‎Section 4.06(d), ‎Section 4.06(e) and
‎Section 6.03, and any express mention of the payment of Additional Interest in any provision therein shall not be construed
as excluding Additional Interest in those provisions thereof where such express mention is not made.


 


Any
Defaulted Amounts shall accrue interest per annum at the rate per annum borne by the Notes plus one percent, subject to
the enforceability thereof under applicable law, from, and including, the relevant payment date to, but excluding, the date on
which such Defaulted Amounts shall have been paid by the Company, at its election, in accordance with ‎Section 2.03(c) of
the Indenture.


 





 






3
Include if a Global Note.


4
Include for a Rule 144A Note.


5
Include for a Regulation S Note.


6
Include if a Global Note.


7
Include if a Physical Note.


8
Include if a Global Note.


9
Include if a Physical Note.



 




    	A-3



    	 



    

 


The
Company shall pay the principal of and interest on this Note, so long as such Note is a Global Note, in immediately available
funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Note. As provided in and subject
to the provisions of the Indenture, the Company shall pay the principal of any Notes (other than Notes that are Global Notes)
at the office or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying
Agent, Conversion Agent and Note Registrar in respect of the Notes and its agency in the Borough of Manhattan, The City of New
York, as a place where Notes may be presented for payment or for registration of transfer.


 


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


 


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


 


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


 


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


 


[Remainder
of page intentionally left blank]


 




    	A-4



    	 



    

 


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


 


	 	YY
    INC.
	 	 
	 	By:	 
	 	Name:
	 	Title:


 


Dated:


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION



DEUTSCHE BANK TRUST COMPANY AMERICAS

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

in the within-named Indenture.


 


	By:	 	 
	 	Authorized Officer	 


 


	By:	 	 
	 	Authorized Officer	 


 




    	A-5



    	 



    

 


[FORM
OF REVERSE OF NOTE]


 


YY
INC.


2.25%
Convertible Senior Note due 2019


 


This
Note is one of a duly authorized issue of Notes of the Company, designated as its 2.25% Convertible Senior Notes due 2019 (the
“Notes”), limited to the aggregate principal amount of US$400,000,000 (or up to US$460,000,000 to the extent
the Initial Purchasers exercise their option to purchase additional Notes as set forth in the Purchase Agreement), all issued
or to be issued under and pursuant to an Indenture dated as of March 24, 2014 (the “Indenture”), between the
Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited
aggregate principal amount, subject to certain conditions specified in the Indenture. The Rule 144A Notes and the Regulation S
Notes initially have separate CUSIP numbers and will initially not be fungible.


 


In
the case certain Events of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of, and
interest on, all Notes may be declared, by either the Trustee or Holders of at least 25% in aggregate principal amount of Notes
then outstanding, and upon said declaration shall become, due and payable, in the manner, with the effect and subject to the conditions
and certain exceptions set forth in the Indenture. In the case certain Events of Default relating to a bankruptcy (or similar
proceeding) with respect to the Company or a Significant Subsidiary of the Company shall have occurred, the principal of, and
interest on, all Notes shall automatically become immediately due and payable, as set forth in the Indenture.


 


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


 


Subject
to the terms and conditions of the Indenture, Additional Amounts will be paid in connection with any payments made and deliveries
caused to be made by the Company or any successor to the Company under or with respect to the Indenture and the Notes, including,
but not limited to, payments of principal (including, if applicable the Repurchase Price and the Fundamental Change Repurchase
Price), payments of interest and deliveries of ADSs (together with payments for any fractional ADS) upon conversion of the Notes
to ensure that the net amount received by the beneficial owner after any applicable withholding or deduction (and after deducting
any taxes on the Additional Amounts) will equal the amount that would have been received by such beneficial owner had no such
withholding or deduction been required.


 




    	A-6



    	 



    

 


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


 


No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay or cause to be delivered, as the case may be, the principal (including the
Repurchase Price, Tax Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest
on, and the consideration due upon conversion of, this Note at the place, at the respective times, at the rate and in the lawful
money herein prescribed.


 


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


 


The
Notes are not subject to redemption through the operation of any sinking fund. Under certain circumstances specified in the Indenture,
the Notes will be subject to redemption by the Company at the Tax Redemption Price.


 


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


 


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


 


Subject
to the provisions of the Indenture, the Holder hereof has the right, at its option, prior to the close of business on the second
Business Day immediately preceding the Maturity Date, to convert any Notes or portion thereof that is US$1,000 or an integral
multiple thereof, into ADSs at the Conversion Rate specified in the Indenture, as adjusted from time to time as provided
in the Indenture.


 


Terms
used in this Note and defined in the Indenture are used herein as therein defined.


 




    	A-7



    	 



    

 


ABBREVIATIONS


 


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


 


TEN COM
= as tenants in common


 


UNIF GIFT
MIN ACT = Uniform Gifts to Minors Act


 


CUST = Custodian


 


TEN ENT
= as tenants by the entireties


 


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





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


 




    	A-8



    	 



    




 


SCHEDULE A10


 


SCHEDULE OF EXCHANGES OF NOTES



YY INC.

2.25% Convertible Senior Notes due 2019


 


The initial principal amount of this Global
Note is _______ DOLLARS (US$_________). The following increases or decreases in this Global Note have been made:


 


	Date of exchange	 	Amount of 

decrease in 

principal amount 

of this Global Note	 	Amount of

 increase in

principal amount

of this Global Note	 	Principal
amount 

of this Global Note following such 

decrease or increase	 	Signature of 

authorized 

signatory of 

Trustee
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 







 


 



10
Include if a global note.


 











    	A-9



    	 



    

 


ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


To:         YY INC.


 


DEUTSCHE BANK TRUST COMPANY AMERICAS, as Depositary
for the ADSs


 


			DEUTSCHE BANK TRUST COMPANY AMERICAS, as Conversion Agent



 


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


 


In connection with the conversion of this Note,
or the portion hereof below designated, the undersigned acknowledges, represents to and agrees with the Company that the undersigned
is not an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company and has not been an “affiliate”
(as defined in Rule 144 under the Securities Act) during the three months immediately preceding the date hereof.


 


[The undersigned further certifies:


 


1.             The undersigned acknowledges (and if the
undersigned is acting for the account of another person, that person has confirmed that it acknowledges) that the Restricted Securities
received upon conversion of this Note (or securities represented thereby) have not been and are not expected to be registered under
the Securities Act.


 


2.              The undersigned further certifies that
either:


 


(a)     The undersigned is, and at the time ADSs
are delivered in conversion of its Notes will be, the holder of the ADSs and the Class A Common Shares represented thereby, and
(i) the undersigned is not a U.S. person (as defined in Regulation S under the Act) and is located outside the United States
(within the meaning of Regulation S) and acquired, or have agreed to acquire and will have acquired, the Notes being converted
and the ADSs and the Class A Common Shares represented thereby being delivered in the conversion outside the United States and
(ii) the undersigned is not in the business of buying and selling securities or, if the undersigned is in such business, the
undersigned did not acquire the Notes being converted from the Company or any affiliate thereof in the initial distribution of
the Notes.


 




    	1



    	 



    

 


OR


 


(b)     The undersigned is a broker-dealer acting
on behalf of its customer; its customer has confirmed to the undersigned that it is, and at the time ADSs are delivered in conversion
of our Notes will be, the holder of the ADSs and the Class A Common Shares represented thereby, and (i) it is not a U.S. person
(as defined in Regulation S under the Act) and it is located outside the United States (within the meaning of Regulation S and
acquired, or have agreed to acquire and will have acquired, the Notes being converted and the ADSs and the Class A Common Shares
represented thereby being delivered in the conversion outside the United States and (ii) it is not in the business of buying
and selling securities or, if it is in such business, it did not acquire the Notes being converted from the Company or any affiliate
thereof in the initial distribution of the Notes.


 


OR


 


(c)     The undersigned is a qualified institutional
buyer (as defined in Rule 144A under the Securities Act) acting for its own account or for the account of one or more qualified
institutional buyers and the undersigned is (or such account or accounts are) the sole beneficial owner(s) of the ADSs to be received
upon conversion of the Notes.


 


3.              The undersigned acknowledges that the
undersigned (and any such other account) may not continue to hold or retain any interest in Restricted Securities received upon
conversion of this Note if the undersigned (or such other account) becomes an Affiliate of the Company.


 


4.             The undersigned agrees (and if the undersigned
is acting for the account of another person, that person has confirmed that it agrees) that, unless and until the undersigned (or
such other account) is notified by the Depositary that the restrictive legend on such Restricted Security has been removed from
such security, the undersigned (and such other account) will not offer, sell, pledge or otherwise transfer the Restricted Security
(or securities represented by such Restricted Security) except in accordance with the restrictions set forth in that legend and
any applicable securities laws of the United States and any state thereof.]11


 


 














11
Include if a Restricted Security.


 





    	A-2



    	 



    

 


	Dated:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Signature(s)	 


 


	 	 	 
	Signature Guarantee	 	 
	 	 	 
	Signature(s) must be guaranteed	 	 
	by an eligible Guarantor Institution	 	 
	(banks, stock brokers, savings and	 	 
	loan associations and credit unions)	 	 
	with membership in an approved	 	 
	signature guarantee medallion program	 	 
	pursuant to Securities and Exchange	 	 
	Commission Rule 17Ad-15 if ADSs	 	 
	are to be issued, or Notes are to be	 	 
	delivered, other than to and in the	 	 
	name of the registered holder.	 	 
	 	 	 
	Fill in for registration of ADSs if	 	 
	to be issued, and Notes if to	 	 
	be delivered, other than to and in the	 	 
	name of the registered holder:	 	 
	 	 	 
	 	 	 
	(Name)	 	 
	 	 	 
	 	 	 
	(Street Address)	 	 
	 	 	 
	 	 	 
	(City, State and Zip Code)	 	 
	Please print name and address	 	 


 


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


 




    	A-3



    	 



    

 


ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


To:         YY INC.


 


DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee


 


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


 


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


 


Certificate Number(s): _____________________


 


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


 




    	1



    	 



    

 


ATTACHMENT 3


 


[FORM OF REPURCHASE NOTICE]


 


To:          YY INC.


 


DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee


 


The undersigned registered owner of this Note
hereby acknowledges receipt of a notice from YY Inc. (the “Company”) regarding the right of Holders to elect
to require the Company to repurchase the entire principal amount of this Note, or the portion thereof (that is US$1,000 principal
amount or an integral multiple thereof) below designated and requests and instructs the Company to repurchase the entire principal
amount of this Note, or the portion thereof (that is US$1,000 principal amount or an integral multiple thereof) below designated,
in accordance with the applicable provisions of the Indenture referred to in this Note, at the Repurchase Price to the registered
Holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture.


 


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


 


Certificate Number(s): _____________________


 


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


 






    	1



    	 



    

 


ATTACHMENT 4


 


[FORM OF ASSIGNMENT AND TRANSFER]


 


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


 


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


 


 ̈          To
YY Inc. or a subsidiary thereof; or


 


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


 


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


 


 ̈          Outside
the United States to a person that is not a U.S. person in accordance with Regulation S under the Securities Act of 1933, as amended;
or


 


 ̈          Pursuant
to and in compliance with Rule 144 under the Securities Act of 1933, as amended (if available).


 






    	1



    	 



    




 


	Dated:	 	 	 
	 	 
	 	 
	 	 
	 	 
	Signature(s)	 
	 	 
	 	 
	Signature Guarantee	 
	 	 
	Signature(s) must be guaranteed by an

eligible Guarantor Institution (banks, stock

brokers, savings and loan associations and

credit unions) with membership in an approved

signature guarantee medallion program pursuant

to Securities and Exchange Commission

Rule 17Ad-15 if Notes are to be delivered, other

than to and in the name of the registered holder.	 


 


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


 




    	2



    	 



    

 


ATTACHMENT 512


 


[FORM OF CERTIFICATE RE:
EXCHANGE FOR RULE 144A NOTE]


 


To: Deutsche Bank Trust Company Americas

60 Wall Street, 16th Floor, MS NYC 60-1630

New York, NY 10005, United States

Attention: Corporate Team Deal Manager – YY Inc.

Fax: 732-578-4635


 


In connection with the requested exchange of
the within Note (or a portion thereof) for a Rule 144A Note with like aggregate principal amount (or an increase in the aggregate
principal amount represented by a Global Note that constitutes a Rule 144A Note) prior to the Notes Fungibility Date, as defined
in the Indenture governing such Note, the undersigned confirms that:


 


(1)  such exchange occurs in connection with
a transfer of such Note (or a beneficial interest therein) under Rule 144A (as defined in the Indenture); and


 


(2)  such Note (or a beneficial interest therein)
is being transferred to a Person:


 


(a) who the undersigned reasonably
believes to be a QIB (as defined in the Indenture);


 


(b) purchasing for its own account
or the account of a QIB in a transaction meeting the requirements of Rule 144A; and


 


(c) in accordance with all securities
laws of the states of the United States and other jurisdictions.


 





 






12 To
be included for Regulation S Notes.


 






    	1



    	 



    

 


	 	 	Dated:   	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Signature(s)	 	 


 




    	2



    	 



    

 


ATTACHMENT 613


 


[FORM OF CERTIFICATE RE:
EXCHANGE FOR REGULATION S NOTE]


 


To: Deutsche Bank Trust Company Americas

60 Wall Street, 16th Floor, MS NYC 60-1630

New York, NY 10005, United States

Attention: Corporate Team Deal Manager – YY Inc.

Fax: 732-578-4635


 


In connection with the requested exchange of
the within Note (or a portion thereof) for a Regulation S Note with like aggregate principal amount (or an increase in the aggregate
principal amount represented by a Global Note that constitutes a Regulation S Note) prior to the Notes Fungibility Date, as defined
in the Indenture governing such Note, the undersigned confirms that the Note (or a beneficial interest therein) has been transferred
in accordance with Rule 903 or 904 of Regulation S under the U.S. Securities Act of 1933, as amended.


 





 






13 To
be included for Rule 144A Notes.


 







    	1



    	 



    

 


	 	 	Dated:   	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Signature(s)	 	 


 




    	2



    	 



    

 


EXHIBIT B


 


[FORM OF AUTHORIZATION CERTIFICATE]


 


I, [Name], [Title], acting on behalf of YY Inc. (the “Company”)
hereby certify that:


 


(A) the persons listed below are (i) authorized Officers of
the Company for purposes of the Indenture (the “Indenture”) dated as of March 24, 2014 between the Company
and Deutsche Bank Trust Company Americas, as trustee, (ii) duly
elected or appointed, qualified and acting as the holder of the respective office or offices set forth opposite their names and
(iii) the duly authorized persons who executed or will execute the Indenture, the Notes and any other written instruction
with regards to any matter pertaining to the Indenture by their manual or facsimile signatures and were at the time of such execution,
duly elected or appointed, qualified and acting as the holder of the offices set forth opposite their names;


 


(B) each signature appearing below is the person’s genuine
signature; and


 


(C) attached hereto as Schedule I is a true, correct and complete
specimen of the certificates representing the Notes.


 


	Name	 	Title	 	Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 




    	B-1



    	 



    

 


IN WITNESS WHEREOF, I have hereunto executed and delivered this
certificate on behalf of the Company as of the date indicated.








		 	 	 	 
	Dated:  	 	 	 
	 	 	 
	 	 	[Name]
	 	 	 
	 	 	 	 
	 	 	By: 	 
	 	 	 	Name:
	 	 	 	Title:







 






    	B-2