Exhibit 4.1


 





Execution Version


 




 


 


GRANITE CONSTRUCTION INCORPORATED



AND



WILMINGTON TRUST, NATIONAL ASSOCIATION,



as Trustee



INDENTURE



Dated as of November 1, 2019


 


2.75% Convertible Senior Notes due 2024


 


 








     


     


    

 





TABLE OF CONTENTS








 



 


Page





		Article 1	 
		Definitions	 
	 	 	 
	Section 1.01. 	Definitions	1
	Section 1.02. 	References to Interest	13
	 	 	 
		Article 2	 
		Issue, Description, Execution, Registration and Exchange of Notes	 
	 	 	 
	Section 2.01.  	Designation and Amount	13
	Section 2.02. 	Form of Notes	14
	Section 2.03. 	Date and Denomination of Notes; Payments of Interest and Defaulted  Amounts	14
	Section 2.04. 	Execution, Authentication and Delivery of Notes	16
	Section 2.05. 	Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	16
	Section 2.06. 	Mutilated, Destroyed, Lost or Stolen Notes	23
	Section 2.07.  	Temporary Notes	24
	Section 2.08. 	Cancellation of Notes Paid, Converted, Etc.	24
	Section 2.09. 	CUSIP Numbers	25
	Section 2.10. 	Additional Notes; Repurchases	25
	 	 	 
	 	Article 3	 
	 	Satisfaction and Discharge	 
	 	 	 
	Section 3.01. 	Satisfaction and Discharge	26
	 	 	 
	 	Article 4	 
	 	Particular Covenants of the Company	 
	 	 	 
	Section 4.01. 	Payment of Principal and Interest	27
	Section 4.02. 	Maintenance of Office or Agency	27
	Section 4.03. 	Appointments to Fill Vacancies in Trustee’s Office	27
	Section 4.04. 	Provisions as to Paying Agent	28
	Section 4.05. 	Existence	29
	Section 4.06. 	Rule 144A Information Requirement and Annual Reports	29
	Section 4.07. 	Stay, Extension and Usury Laws	31
	Section 4.08. 	Compliance Certificate; Statements as to Defaults	31
	Section 4.09. 	Further Instruments and Acts	31



 






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	 	Article 5	 
	 	Lists of Holders and Reports by the Company and the Trustee	 
	 	 	 
	Section 5.01. 	Lists of Holders	31
	Section 5.02. 	Preservation and Disclosure of Lists	31
	 	 	 
	 	Article 6	 
	 	Defaults and Remedies	 
	 	 	 
	Section 6.01.	Events of Default	32
	Section 6.02.	Acceleration; Rescission and Annulment	33
	Section 6.03.	Additional Interest	34
	Section 6.04.	Payments of Notes on Default; Suit Therefor	35
	Section 6.05.	Application of Monies Collected by Trustee	36
	Section 6.06.	Proceedings by Holders	37
	Section 6.07. 	Proceedings by Trustee	38
	Section 6.08.	Remedies Cumulative and Continuing	38
	Section 6.09.	Direction of Proceedings and Waiver of Defaults by Majority of Holders	39
	Section 6.10.	Notice of Defaults	39
	Section 6.11.	Undertaking to Pay Costs	39
	 	 	 
	 	Article 7	 
	 	Concerning the Trustee	 
	 	 	 
	Section 7.01.	Duties and Responsibilities of Trustee	40
	Section 7.02.	Reliance on Documents, Opinions, Etc.	42
	Section 7.03.	No Responsibility for Recitals, Etc.	43
	Section 7.04.	Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes	43
	Section 7.05.	Monies to Be Held in Trust	43
	Section 7.06.	Compensation and Expenses of Trustee	43
	Section 7.07.	Officers’ Certificate as Evidence	44
	Section 7.08.	Eligibility of Trustee	44
	Section 7.09.	Resignation or Removal of Trustee	44
	Section 7.10.	Acceptance by Successor Trustee	46
	Section 7.11.	Succession by Merger, Etc.	46
	Section 7.12.	Trustee’s Application for Instructions from the Company	47
	 		 
	 	Article 8	 
	 	Concerning the Holders	 
	 	 	 
	Section 8.01.	Action by Holders	47
	Section 8.02.	Proof of Execution by Holders	47
	Section 8.03.	Who Are Deemed Absolute Owners	48
	Section 8.04.	Company-Owned Notes Disregarded	48
	Section 8.05.	Revocation of Consents; Future Holders Bound	48



 






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	 	Article 9	 
	 	Holders’ Meetings	 
	 	 	 
	Section 9.01.	Purpose of Meetings	49
	Section 9.02.	Call of Meetings by Trustee	49
	Section 9.03. 	Call of Meetings by Company or Holders	49
	Section 9.04.	Qualifications for Voting	50
	Section 9.05.	Regulations	50
	Section 9.06.	Voting	50
	Section 9.07.	No Delay of Rights by Meeting	51
	 	 	 
	 	Article 10	 
	 	Supplemental Indentures	 
	 	 	 
	Section 10.01.	Supplemental Indentures Without Consent of Holders	51
	Section 10.02.	Supplemental Indentures with Consent of Holders	52
	Section 10.03.	Effect of Supplemental Indentures	53
	Section 10.04.	Notation on Notes	53
	Section 10.05.	Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	53
	 	 	 
	 	Article 11	 
	 	Consolidation, Merger, Sale, Conveyance and Lease	 
	 	 	 
	Section 11.01.	Company May Consolidate, Etc. on Certain Terms	54
	Section 11.02.	Successor Corporation to Be Substituted	54
	Section 11.03.	Opinion of Counsel to Be Given to Trustee	55
	 	 	 
	 	Article 12	 
	 	Immunity of Incorporators, Stockholders, Officers and Directors	 
	 	 	 
	Section 12.01.	Indenture and Notes Solely Corporate Obligations	55
	 	Article 13	 
	 	[Intentionally Omitted]	 
	 	 	 
	 	Article 14	 
	 	Conversion of Notes	 
	 	 	 
	Section 14.01.	Conversion Privilege	55
	Section 14.02.	Conversion Procedure; Settlement Upon Conversion	59
	Section 14.03.	Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes
or Redemption Notice	63
	Section 14.04.	Adjustment of Conversion Rate	65
	Section 14.05.	Adjustments of Prices	75
	Section 14.06.	Shares to Be Fully Paid	76
	Section 14.07.	Effect of Recapitalizations, Reclassifications and Changes of the Common Stock	76






	Section 14.08.	Certain Covenants	78
	Section 14.09.	Responsibility of Trustee	79
	Section 14.10.	Notice to Holders Prior to Certain Actions	79
	Section 14.11.	Stockholder Rights Plans	80
	Section 14.12.	Exchange In Lieu Of Conversion	80



 






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	 	Article 15	 
	 	Repurchase of Notes at Option of Holders	 
	 	 	 
	Section 15.01.	[Intentionally Omitted]	81
	Section 15.02.	Repurchase at Option of Holders Upon a Fundamental Change	81
	Section 15.03.	Withdrawal of Fundamental Change Repurchase Notice	83
	Section 15.04.	Deposit of Fundamental Change Repurchase Price	84
	Section 15.05.	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	84
	 		 
	 	Article 16	 
	 	Optional Redemption	 
	 	 	 
	Section 16.01.	Optional Redemption	85
	Section 16.02.	Notice of Optional Redemption; Selection of Notes	85
	Section 16.03.	Payment of Notes Called for Redemption	86
	Section 16.04.	Restrictions on Redemption	86
	 	 	 
	 	Article 17	 
	 	Miscellaneous Provisions	 
	 	 	 
	Section 17.01.	Provisions Binding on Company’s Successors	87
	Section 17.02.	Official Acts by Successor Corporation	87
	Section 17.03.	Addresses for Notices, Etc.	87
	Section 17.04.	Governing Law; Jurisdiction	87
	Section 17.05.	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	88
	Section 17.06.	Legal Holidays	88
	Section 17.07.	No Security Interest Created	89
	Section 17.08.	Benefits of Indenture	89
	Section 17.09.	Table of Contents, Headings, Etc.	89
	Section 17.10.	Authenticating Agent	89
	Section 17.11.	Execution in Counterparts	90
	Section 17.12.	Severability	90
	Section 17.13.	Waiver of Jury Trial	90
	Section 17.14.	Force Majeure	91
	Section 17.15.	Calculations	91
	Section 17.16.	USA PATRIOT Act	91
	 	 	 
	 	EXHIBIT	 
	 	 	 
	Exhibit A	Form of Note	A-1







 






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INDENTURE dated as of November 1, 2019 between
Granite Construction Incorporated, a Delaware corporation, as issuer (the “Company,” as more fully set forth
in ‎Section 1.01) and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee,”
as more fully set forth in ‎Section 1.01).


 


W I T N E S S E T H:


 


WHEREAS, for its lawful corporate purposes,
the Company has duly authorized the issuance of its 2.75% Convertible Senior Notes due 2024 (the “Notes”), initially
in an aggregate principal amount not to exceed $200,000,000 (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
and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided; and


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article
1

Definitions


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


“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.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Common Stock” means
the common stock of the Company, par value $0.01 per share, at the date of this Indenture, subject to ‎Section 14.07.


 


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


 


“Company Order” means
a written order of the Company, signed by (a) the Company’s Chief Executive Officer, President, 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”) and (b) any such other Officer designated in clause (a) of this definition or the Company’s
Treasurer or Assistant Treasurer or Secretary or any Assistant Secretary, and delivered to the Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Corporate Trust Office”
means the corporate 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 50 South Sixth Street, Suite 1290, Minneapolis, Minnesota 55402, Attention: Granite Construction
Incorporated, Administrator, 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).


 


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


 






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“Daily Conversion Value”
means, for each of the 45 consecutive Trading Days during the Observation Period, one-forty-fifth (1/45th) of the product of (a)
the Conversion Rate on such Trading Day and (b) the Daily VWAP for such Trading Day.


 


“Daily Measurement Value”
means the Specified Dollar Amount (if any), divided by 45.


 


“Daily Settlement Amount,”
for each of the 45 consecutive Trading Days during the Observation Period, shall consist of:


 


(a)       cash
in an amount equal to the lesser of (i) the Daily Measurement Value and (ii) the Daily Conversion Value on such Trading Day; and


 


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


 


“Daily VWAP” means, for
each of the 45 consecutive Trading Days during the relevant Observation Period, the per share volume-weighted average price as
displayed under the heading “Bloomberg VWAP” on Bloomberg page “GVA <equity> AQR” (or its equivalent
successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close
of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the arithmetic
average of the market value of one share of the Common Stock on such Trading Day determined, using a volume-weighted average method,
by three nationally recognized independent investment banking firms retained for this purpose by the Company). The “Daily
VWAP” shall be determined without regard to after-hours trading or any other trading outside of the regular trading session
trading hours.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Ex-Dividend Date” means
the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without
the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of
Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market (provided
that any alternative trading convention on the applicable exchange or market in respect of shares of Common Stock under a separate
ticker symbol or CUSIP number shall not be considered “regular way” for this purpose).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Initial Dividend Threshold”
shall have the meaning specified in ‎Section 14.04(d).


 


“Initial Purchasers”
means BofA Securities, Inc. and BNP Paribas Securities Corp.


 


“Interest Payment Date”
means each May 1 and November 1 of each year, beginning on May 1, 2020.


 


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


 


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


 


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


 






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


 


“Maturity Date” means
November 1, 2024.


 


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


 


“Merger Common Stock”
shall have the meaning specified in ‎Section 14.07(e)(i).


 


“Merger Valuation Percentage”
for any Share Exchange Event shall be equal to (x) the arithmetic average of the Last Reported Sale Prices of one share of such
Merger Common Stock over the relevant Merger Valuation Period (determined as if references to “Common Stock” in the
definition of “Last Reported Sale Price” were references to the “Merger Common Stock” for such Share Exchange
Event), divided by (y) the arithmetic average of the Last Reported Sale Prices of one share of Common Stock over the relevant
Merger Valuation Period.


 


“Merger Valuation Period”
for any Share Exchange Event means the five consecutive Trading Day period immediately preceding, but excluding, the effective
date for such Share Exchange Event.


 


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


 


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


 


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


 


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


 


“Observation Period”
with respect to any Note surrendered for conversion means: (i) subject to clause (ii), if the relevant Conversion Date occurs prior
to May 1, 2024, the 45 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding
such Conversion Date; (ii) if the relevant Conversion Date occurs on or after the date of the Company’s issuance of a Redemption
Notice with respect to the Notes pursuant to ‎Section 16.02 and prior to the Scheduled Trading Day immediately preceding
the relevant Redemption Date, the 45 consecutive Trading Days beginning on, and including, the 46th Scheduled Trading Day immediately
preceding such Redemption Date; and (iii) subject to clause (ii), if the relevant Conversion Date occurs on or after May 1, 2024,
the 45 consecutive Trading Days beginning on, and including, the 46th Scheduled Trading Day immediately preceding the Maturity
Date.


 






    8


     


    

 


“Offering Memorandum”
means the preliminary offering memorandum dated October 29, 2019, as supplemented by the related pricing term sheet dated October
29, 2019, relating to the offering and sale of the Notes.


 


“Officer” means, with
respect to the Company, the President, the Chief Executive 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 the Treasurer, any Assistant Treasurer, the Secretary, any Assistant
Secretary or the Controller of the Company. Each such certificate shall include the statements provided for in ‎Section 17.05
if and to the extent required by the provisions of such Section. One of the Officers giving an Officers’ Certificate pursuant
to ‎Section 4.08 shall be the principal executive, financial or accounting officer of the Company.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(e)       Notes
redeemed pursuant to ‎Article 16; and


 


(f)        Notes
repurchased by the Company pursuant to Article 15 and the penultimate sentence of ‎Section 2.10.


 






    9


     


    

 


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


 


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


 


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


 


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


 


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


 


“Purchase Agreement”
means that certain Purchase Agreement, dated as of October 29, 2019, among the Company and the Initial Purchasers.


 


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


 


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


 


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


 


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


 


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


 


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


 






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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 office of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee
who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the particular subject
and, in each case, who shall have direct responsibility for the administration of this Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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 promulgated by the Commission; provided that, in the case of a Subsidiary that meets the criteria of clause
(3), but not clause (1) or (2), of the definition of “significant subsidiary” in Article 1, Rule 1-02 of Regulation
S-X promulgated by the Commission, such Subsidiary shall not be deemed to be a “Significant Subsidiary” unless the
Subsidiary’s income (or loss) from continuing operations before income taxes, extraordinary items and cumulative effect of
a change in accounting principle exclusive of amounts attributable to any noncontrolling interests for the last completed fiscal
year prior to the date of such determination exceeds $10,000,000.


 


“Specified Dollar Amount”
means the maximum cash amount per $1,000 principal amount of Notes to be received upon conversion as specified in the Settlement
Notice related to any converted Notes (or deemed specified as set forth in Section 14.02(a)(iii)).


 






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


 


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


 


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


 


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


 


“Tender Agent” shall
have the meaning specified in Section 15.02(b)(i).


 


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


 


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


 






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“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).


 


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


 


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


 


Section 1.02. References to Interest.
Unless the context otherwise requires, any reference to interest on, or in respect of, any Note in this Indenture shall be deemed
to 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.


 


Article
2

Issue, Description, Execution, Registration and Exchange of Notes


 


Section 2.01. Designation and Amount.
The Notes shall be designated as the “2.75% Convertible Senior Notes due 2024.” The aggregate principal amount of Notes
that may be authenticated and delivered under this Indenture is initially limited to $200,000,000 (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 to the extent expressly
permitted hereunder.


 






    13


     


    

 


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 Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation
thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may
be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations
or restrictions to which any particular Notes are subject.


 


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


 


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


 


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


 






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


 


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


 


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


 






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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, Assistant Treasurer, Secretary, Assistant Secretary,
or any of its Executive or Senior Vice Presidents.


 


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.


 


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
by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by ‎Section 17.10),
shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee
(or such an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated
has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.


 


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


 


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


 






    16


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    17


     


    




 


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


 


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


 


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


 


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


 






    18


     


    

 


(2)      AGREES
FOR THE BENEFIT OF GRANITE CONSTRUCTION INCORPORATED (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 WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR


 


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


 


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


 


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


 


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


 


Any Note (or security issued in
exchange or substitution therefor) (i) as to which such restrictions on transfer shall have expired in accordance with their
terms, (ii) that has been transferred pursuant to a registration statement that has become effective or been declared
effective under the Securities Act and that continues to be effective at the time of such transfer or (iii) that has been
sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the
Securities Act, may, upon surrender of such Note for exchange to the Note Registrar in accordance with the provisions of this
 ‎Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear
the restrictive legend required by this ‎Section 2.05(c) and
shall not be assigned a restricted CUSIP number. In the case of the registration of any transfer of the Notes or the Common
Stock, if any, issuable upon conversion of the Notes, pursuant to an exemption from registration provided by Rule 144 or any
other available exemption from the registration requirements of the Securities Act prior to the Resale Restriction
Termination Date, the Company and the Trustee reserve the right to require the delivery of such legal opinions,
certifications or other evidence as may reasonably be required in order to determine that the proposed transfer is being made
in compliance with the Securities Act and applicable state securities laws. The restrictive legend set forth above and
affixed on any Note will be deemed, in accordance with the terms of the certificate representing such Note, to be removed
therefrom upon the Company’s delivery to the Trustee of written notice to such effect, without further action by the
Company, the Trustee, the Holder(s) thereof or any other Person other than as specified in Section 4.06(e); at such
time, such Note will be deemed to be assigned an unrestricted CUSIP number as provided in the certificate representing such
Note.


 






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The
Company shall be entitled to instruct the Custodian in writing to so surrender any Global Note as to which any of the conditions
set forth in clause (i) through (iii) of the immediately preceding sentence have been satisfied, and, upon such instruction, the
Custodian shall so surrender such Global Note for exchange; and any new Global Note so exchanged therefor shall not bear the restrictive
legend specified in this ‎Section 2.05(c) and shall not be
assigned a restricted CUSIP number; provided that the Depositary of any Global Note may require a mandatory exchange or
other process to cause such Global Note to be identified by an unrestricted CUSIP number in the facilities of such Depositary.
Without limiting the generality of any other provision of this Indenture, the Trustee will be entitled to receive an instruction
letter from the Company before taking any action with respect to effecting any mandatory exchange or other process. The
Company shall promptly notify the Trustee in writing upon the occurrence of the Resale Restriction Termination Date and promptly
after a registration statement, if any, with respect to the Notes or any Common Stock issued upon conversion of the Notes has been
declared effective under the Securities Act.


 


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


 


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


 


If (i) the Depositary notifies the
Company at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor
depositary is not appointed within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the
Exchange Act and a successor depositary is not appointed within 90 days or (iii) an Event of Default with respect to the
Notes has occurred and is continuing and 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.


 






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


 


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


 


None of the Company, the Trustee, the Paying
Agent or any agent of the Company or 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. None of the Company, the Trustee, the Paying Agent or any agent of the
Company or the Trustee shall have any responsibility or liability for any act or omission of the Depositary.


 


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


 


Except as set forth in the fourth and fifth
immediately preceding paragraphs, the rights of beneficial owners in any Global Note shall be exercised only through the Depositary
subject to the applicable procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information
furnished by the Depositary with respect to its members, participants and beneficial owners.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(e)        Any
Note or Common Stock issued upon the conversion or exchange of a Note that is repurchased or owned by any Affiliate of the Company
(or any Person who was an Affiliate of the Company at any time during the three months immediately preceding) may not be resold
by such Affiliate (or such Person, as the case may be) unless registered under the Securities Act or resold pursuant to an exemption
from the registration requirements of the Securities Act in a transaction that results in such Note or Common Stock, as the case
may be, no longer being a “restricted security” (as defined under Rule 144).


 


(f)        Notwithstanding anything contained herein to the contrary, neither the Trustee nor the Note Registrar shall be responsible
for ascertaining whether any transfer complies with the registration provisions of, or exemptions from, the Securities Act, applicable
state securities law or other applicable law.


 


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


 


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


 






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


 


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


 


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


 






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


 


Section 2.10. Additional Notes;
Repurchases. The Company may, without the consent of the Holders and notwithstanding ‎Section 2.01, reopen this
Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than
differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes, and, if
applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided
that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or
securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Prior to the issuance of any
such additional Notes, the Company shall deliver to the Trustee a Company Order, an 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 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent
permitted by law, and without the consent of Holders, directly or indirectly (regardless of whether such Notes are
surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or
through a private or public tender or exchange offer or through counterparties to private agreements, including by
cash-settled swaps or other derivatives. Subject to the immediately succeeding paragraph, the Company may, at its option and
to the extent permitted by applicable law, reissue, resell or surrender to the Trustee for cancellation in accordance with
Section 2.08 any Notes that the Company may repurchase other than Notes repurchased in connection with a Fundamental
Change (and in the case of a reissuance or resale, so long as such Notes do not constitute “restricted
securities” (as defined under Rule 144) upon such reissuance or resale; provided that if any such reissued Notes
are not fungible with the Notes issued on the date hereof under this Indenture for U.S. federal income tax purposes, such
reissued Notes shall have one or more separate CUSIP numbers). Subject to the immediately succeeding paragraph, any Notes
that the Company may repurchase other than Notes repurchased in connection with a Fundamental Change shall be considered
outstanding under this Indenture (except for voting purposes) unless and until such time the Company surrenders them to the
Trustee for cancellation and, upon receipt of a Company Order, the Trustee shall cancel all Notes so surrendered in
accordance with Section 2.08.


 






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Notwithstanding anything to the contrary
in this Indenture (x) the Company shall not be permitted to reissue or resell any Notes that the Company may directly or indirectly
repurchase and (y) any Notes that the Company may directly or indirectly repurchase shall not be outstanding or considered outstanding
under this Indenture, in each case, to the extent that the aggregate principal amount of Notes repurchased (directly or indirectly)
or owned by the Company that are or were, at any time or for any period of time, outstanding or considered outstanding under this
Indenture (except for voting purposes) exceeds 10% of the aggregate principal amount of Notes first issued under this Indenture
(including any Notes issued upon exercise of the Initial Purchasers’ option to purchase additional Notes). Following any
direct or indirect repurchase of Notes by the Company, to the extent that the aggregate principal amount of Notes repurchased or
owned by the Company that are or were, at any time or for any period of time, outstanding or considered outstanding under this
Indenture (except for voting purposes) exceeds 10% of the aggregate principal amount of Notes first issued under this Indenture
(including any Notes issued upon exercise of the Initial Purchasers’ option to purchase additional Notes), the Company shall
cause such repurchased Notes to be immediately surrendered to the Trustee for cancellation, the Company shall not be permitted
to reissue or resell such repurchased Notes and such repurchased Notes shall not be outstanding or considered outstanding under
this Indenture.


 


Article
3

Satisfaction and Discharge


 


Section 3.01. Satisfaction and Discharge.
This Indenture and the Notes shall upon request of the Company contained in an Officers’ Certificate cease to be of further
effect, and the Trustee, at the expense of the Company, shall execute such instruments acknowledging satisfaction and discharge
of this Indenture and the Notes, when (a) (i) all Notes theretofore authenticated and delivered (other than Notes which have been
destroyed, lost or stolen and which have been replaced, paid or converted as provided in ‎Section 2.06)
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, any Redemption Date, any Fundamental
Change Repurchase Date, upon conversion or otherwise, cash or cash, shares of Common Stock or a combination thereof, as applicable,
solely to satisfy the Company’s Conversion Obligation, sufficient to pay all of the outstanding Notes and all other sums
due and payable under this Indenture 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 and the Notes have been complied with. Notwithstanding the satisfaction and discharge of this Indenture and the
Notes, the obligations of the Company to the Trustee under ‎Section 7.06 shall survive.


 






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Article
4


Particular Covenants of the Company


 


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


 


Section 4.02. Maintenance of Office or
Agency. The Company will maintain in the contiguous United States of America an office or agency where the Notes may be surrendered
for registration of transfer or exchange or for presentation for payment or repurchase (“Paying Agent”) or for
conversion (“Conversion Agent”) and where notices and demands to or upon the Company in respect of the Notes
and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in
the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office or the office or agency of the Trustee in the contiguous United States of America; provided,
however, that the Trustee shall not be deemed an agent of the Company for service of legal process.


 


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 contiguous United States of America for such
purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency. The terms “Paying Agent” and “Conversion Agent”
include any such additional or other offices or agencies, as applicable.


 


The Company hereby initially designates
the Trustee as the Paying Agent, Note Registrar, Custodian and Conversion Agent and the Corporate Trust Office as the office or
agency in the contiguous United States of America, where Notes may be surrendered for registration of transfer or exchange or for
presentation for payment or repurchase or for conversion and where notices and demands to or upon the Company in respect of the
Notes and this Indenture may be served.


 


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.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(d)       Subject
to applicable law, any money deposited with the Trustee, the Conversion Agent or any Paying Agent in trust for the payment
of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of or accrued
and unpaid interest on, or any money and shares of Common Stock deposited with the transfer agent for the Common Stock or
then held by the Company in trust for the payment of the consideration due upon conversion of, any Note and remaining
unclaimed for two years after such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if
applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request
of the Company contained in an 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, the Conversion Agent or such Paying Agent with respect to such trust money and all
liability of the transfer agent for the Common Stock with respect to such trust money and shares of Common Stock shall
thereupon cease.


 






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


 


Section 4.06. Rule 144A Information Requirement
and Annual Reports. (a) At any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall,
so long as any of the Notes or any shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted
securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written
request, any Holder, beneficial owner or prospective purchaser of such Notes or any shares of Common Stock issuable upon conversion
of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the
resale of such Notes or shares of Common Stock pursuant to Rule 144A.


 


(b)       The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission (giving
effect to any grace period provided by Rule 12b-25 or any successor rule under the Exchange Act), 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 (excluding any such
information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission).
Any such document or report that the Company files with the Commission via the Commission’s EDGAR system (or any successor
thereto) shall be deemed to be filed with the Trustee for purposes of this ‎Section 4.06(b) at the time such documents are
filed via the EDGAR system (or any successor thereto).


 


(c)       Delivery
of the reports and documents described in subsection ‎(b) above to the Trustee is for informational purposes only, and the
Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable
from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which
the Trustee is entitled to conclusively rely on an 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 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144
by Holders other than the Company’s Affiliates or Holders that have been the Company’s Affiliates at any time
during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of
this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue
on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period
for which the Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable
pursuant to Rule 144 by Holders other than the Company’s Affiliates (or Holders that have been the Company’s
Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws
or the terms of this Indenture or the Notes. As used in this Section 4.06(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.


 






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


 


(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; provided, however, that in no event shall any Additional Interest payable in accordance with
Section 4.06(d) as a result of the Company’s failure to timely file any document or report as set forth therein, together
with any Additional Interest payable at the Company’s election pursuant to Section 6.03, accrue at a rate in excess of 0.50%
per annum on any Notes, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional
Interest.


 


(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 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.


 






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


 


Section 4.08. Compliance Certificate;
Statements as to Defaults. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the
Company (beginning with the fiscal year ending on December 31, 2020) an Officers’ Certificate stating whether the signers
thereof have knowledge of any Default that occurred during the previous year.


 


In addition, the Company shall deliver to
the Trustee within 30 days after the occurrence of any Event of Default or Default, an Officers’ Certificate setting forth
the details of such Event of Default or Default, its status and the action that the Company is taking or proposing to take in respect
thereof; provided that no such Officers’ Certificate is required if the event that would constitute a Default has
been cured or waived before the date the Company is required to deliver such Officers’ Certificate.


 


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


 


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 April 15 and October 15 in each year beginning with April 15, 2020, 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.


 






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Article
6

Defaults and Remedies


 


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


 


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


 


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


 


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


 


(d)       
failure by the Company to issue a Fundamental Change Company Notice in accordance with ‎Section 15.02(c) or
notice of a specified corporate event in accordance with Section 14.01(b)(ii) or 14.01(b)(iii), in each case when due;


 


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


 


(f)        
failure by the Company for 60 days after written notice from the Trustee or the Holders of at least 25% in 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;


 


(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 $25,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Significant
Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or
being declared due and payable prior to its stated maturity or (ii) constituting a failure to pay the principal or interest
of any such indebtedness when due and payable at its stated maturity, upon required repurchase, upon declaration of
acceleration or otherwise and in the cases of clauses (i) and (ii), such acceleration shall not, after the expiration of any
applicable grace period, have been rescinded or annulled or such failure to pay or default shall not have been cured or
waived, or such indebtedness shall not have been paid or discharged, as the case may be, within 30 days after written notice
to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of
Notes then outstanding;


 






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(h)        a final judgment or judgments for the payment of $25,000,000 (or its foreign currency equivalent) or more (excluding any
amounts covered by insurance) in the aggregate rendered against the Company or any Subsidiary of the Company, which judgment is
not discharged, bonded, paid, waived 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.


 


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, either
the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance
with ‎Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the
principal of, and 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, if any, on, all Notes shall become and shall automatically be immediately due and payable.


 






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


 


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


 






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


 


In no event shall any Additional Interest
payable at the Company’s election pursuant to this Section 6.03, together with any Additional Interest payable in accordance
with Section 4.06(d) as a result of the Company’s failure to timely file any document or report as set forth therein, accrue
at a rate in excess of 0.50% per annum on any Notes, regardless of the number of events or circumstances giving rise to the requirement
to pay such Additional Interest.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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First, to the payment of all amounts
due the Trustee under ‎Section 7.06, including its agents and counsel;


 


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


 


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


 


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


 


Section 6.06. Proceedings by Holders.
Except to enforce the right to receive payment of principal (including, if applicable, the Redemption Price and the Fundamental
Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration due upon conversion,
no Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture 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;


 






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(c)           
such Holders shall have offered to the Trustee such security or indemnity satisfactory to it, in the Trustee’s reasonable
judgment, 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 such security or indemnity, shall have neglected
or refused to institute any such action, suit or proceeding; and


 


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


 


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


 


Notwithstanding any other provision of this
Indenture and any provision of any Note, each Holder shall have the right to receive payment or delivery, as the case may be, of
(x) the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and
unpaid interest, if any, on, and (z) the consideration due upon conversion of, such Note, on or after the respective due dates
expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment or delivery,
as the case may be.


 


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


 


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.


 






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Section 6.09. Direction of Proceedings
and Waiver of Defaults by Majority of Holders. The Holders of a majority of the aggregate principal amount of the Notes at
the time outstanding determined in accordance with ‎Section 8.04 shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee
with respect to the Notes; provided, however, that (a) such direction shall not be in conflict with any rule of law
or with this Indenture, 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. 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 continuing default in the payment of accrued
and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price)
of, the Notes when due that has not been cured pursuant to the provisions of ‎Section 6.01, (ii) a continuing failure by
the Company to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iii) a continuing 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.


 


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


 


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


 






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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 the event an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested
in it by this Indenture, and use the same degree of care and skill in 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 or security satisfactory to it, in
the Trustee’s reasonable judgment, against any loss, liability or expense 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 grossly negligent action, its own grossly negligent failure to act
or its own willful misconduct, except that:


 


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


 


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


 


(ii)            in
the absence of bad faith and willful misconduct on the part of the Trustee, the Trustee may conclusively 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);


 






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(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 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 and Section 7.02;


 


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


 


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


 


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


 


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


 






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


 


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


 


(a)           
the Trustee may conclusively rely and shall be fully protected in acting 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)           
before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel
or both;


 


(d)           
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;


 


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


 


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


 


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


 


(h)            the
Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and powers under this
Indenture. The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of
individuals and the titles of officers authorized at such time to take specified actions pursuant to this Indenture, which
Officers’ Certificate may be signed by any Person authorized to sign an Officers’ Certificate, including any
Person specified as so authorized in any such certificate previously delivered and not superseded.


 






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In no event shall the Trustee be responsible
or liable for any punitive, special, indirect or consequential loss or damage of any kind whatsoever (including but not limited
to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action
other than any such loss or damage caused by the Trustee’s willful misconduct or gross negligence. The Trustee shall not
be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer
shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall
have been given to the Trustee by the Company or by any Holder of the Notes.


 


Section 7.03. No Responsibility for Recitals,
Etc. The recitals contained herein and in the Notes (except in the Trustee’s certificate of authentication) shall be
taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable
for the use or application by the Company of any Notes or the proceeds of any Notes authenticated and delivered by the Trustee
in conformity with the provisions of this Indenture.


 


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


 


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


 


Section 7.06. Compensation and
Expenses of Trustee. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to in writing between the
Trustee and the Company, and the Company will pay or reimburse the Trustee upon its request for all reasonable fees,
expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of
this Indenture in any capacity thereunder (including the compensation and the reasonable expenses and disbursements of its
agents and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as shall
have been caused by its 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 its agents and
any authenticating agent for, and to hold them harmless against, any loss, claim, damage, liability or expense (including
attorneys’ fees) incurred without gross negligence or willful misconduct on the part of the Trustee, its officers,
directors, agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or in
connection with the acceptance or administration of this Indenture or in any other capacity hereunder (whether the claims
arise by or against the Company or a third person), including the costs and expenses of defending themselves against any
claim of liability in the premises or enforcing the Company’s obligations hereunder. 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 obligation
of the Company under this ‎Section 7.06 shall survive the satisfaction and discharge of this Indenture and the earlier
resignation or removal of the Trustee. The Company need not pay for any settlement made without its consent, which consent
shall not be unreasonably withheld. The indemnification provided in this ‎Section 7.06 shall extend to the officers,
directors, agents and employees of the Trustee.


 






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Without prejudice to any other rights available
to the Trustee under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or render services
after an Event of Default specified in ‎Section 6.01(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.


 


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, in the absence
of gross negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an
Officers’ Certificate delivered to the Trustee, and such Officers’ Certificate, in the absence of gross negligence
or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under
the provisions of this Indenture upon the faith thereof.


 


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


 


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


 






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


 


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


 


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


 


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


 


(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.


 






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


 


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


 


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


 


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


 


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


 






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


 


Article
8

Concerning the Holders


 


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


 


Section 8.02. Proof of Execution by Holders.
Subject to the provisions of ‎Section 7.01, ‎Section 7.02
and ‎Section 9.05, proof of the execution of any instrument
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.


 






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Section 8.03. Who Are Deemed
Absolute Owners. The Company, the Trustee, any authenticating agent, any Paying Agent, any Conversion Agent and any Note
Registrar may deem the Person in whose name a Note shall be registered upon the Note Register to be, and may treat it as, the
absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other
writing thereon made by any Person other than the Company or any Note Registrar) for the purpose of receiving payment of or
on account of the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of and (subject to
 ‎Section 2.03) accrued and unpaid interest on such Note, for conversion of such Note and for all other purposes; 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 shares of Common Stock so paid or delivered, effectual to satisfy and
discharge the liability for monies payable or shares deliverable upon any such Note. Notwithstanding anything to the contrary
in this Indenture or the Notes following an Event of Default, any holder of a beneficial interest in a Global Note may
directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the
Depositary or any other Person, such holder’s right to exchange such beneficial interest for a Note in certificated
form in accordance with the provisions of this Indenture.


 


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


 


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.


 






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Article
9

Holders’ Meetings


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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, 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;


 


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


 


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


 


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


 


(h)           
to irrevocably elect a Settlement Method and/or Specified Dollar Amount (or a minimum Specified Dollar Amount) or eliminate
the Company’s right to elect a Settlement Method;


 


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


 


(j)            
to appoint a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee,
in each case, with respect to the Notes;


 


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


 


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



 






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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.


 


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)           
except as required pursuant to this Indenture, make any change that adversely affects the conversion rights of any Notes;


 


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


 


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


 


(g)           
change the ranking of the Notes; or


 


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


 







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


 


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


 


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


 


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


 


Section 10.05. Evidence of Compliance
of Supplemental Indenture to Be Furnished Trustee. In addition to the documents required by ‎Section 17.05, the Trustee
shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed
pursuant hereto complies with the requirements of this ‎Article 10 and is permitted or authorized by this Indenture, that
all conditions precedent to such supplemental indenture have been satisfied and, with respect to such Opinion of Counsel, that
such supplemental indenture constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms.


 






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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 or merge with
or into another Person or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of
the Company and the Company’s Subsidiaries, taken as a whole, to another Person (other than to one or more of the Company’s
direct or indirect Wholly Owned Subsidiaries), unless, in either case:


 


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


 


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


 


(c)           
if the Company is not the resulting, surviving or transferee Person, the Company shall have delivered to the Trustee an
Officers’ Certificate and Opinion of Counsel stating that such transaction complies with this Indenture.


 


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


 






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


 


Section 11.03. Opinion of Counsel to
Be Given to Trustee. No such consolidation, merger, sale, conveyance, transfer or lease (other than any consolidation or merger
where the Company is the surviving entity) shall be effective unless the Trustee shall receive an Officers’ Certificate and
an Opinion of Counsel 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.


 


Article
13

[Intentionally Omitted]


 


Article
14

Conversion of Notes


 


Section 14.01. Conversion
Privilege. (a) Subject to and upon compliance with the provisions of this ‎Article 14, each Holder of a Note shall
have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000
principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in
 ‎Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding May 1, 2024,
under the circumstances and during the periods set forth in ‎Section 14.01(b), and (ii) regardless of the conditions
described in ‎Section 14.01(b), on or after May 1, 2024 and prior to the close of business on the second Scheduled
Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 31.7776 shares of Common
Stock (subject to adjustment as provided in this ‎Article
14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance
with, the settlement provisions of ‎Section 14.02, the “Conversion Obligation”).


 






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(b)            (i)
Prior to the close of business on the Business Day immediately preceding May 1, 2024, a Holder may surrender all or any
portion of its Notes for conversion at any time during the five Business Day period immediately after any five
consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal
amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each
Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on
each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid
Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The
Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent
nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with
appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to
determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested in writing such
determination and provided in writing the names and contact information of the three securities dealers selected by the
Company to provide bids to determine the Trading Price, and the Company shall have no obligation to make such request (or, if
the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per
$1,000 principal amount of Notes) unless a Holder or Holders of at least $5,000,000 aggregate principal amount of Notes
provide the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day
would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the
Conversion Rate on such Trading Day, at which time the Company shall (x) instruct the three independent nationally
recognized securities dealers to deliver bids to the Bid Solicitation Agent and (y) instruct the Bid Solicitation Agent in
writing (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall
determine, the Trading Price per $1,000 principal amount of Notes based on the bids solicited by the Bid Solicitation Agent
beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of
Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion
Rate. If the Company is not acting as Bid Solicitation Agent, the Company shall identify in writing to the Bid Solicitation
Agent the three securities dealers selected by the Company to provide bids to determine the Trading Price and the contact
information for each. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid
Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes or identify in writing to the Bid
Solicitation Agent the three securities dealers selected by the Company to provide bids to determine the Trading Price and
the contact information for each when obligated as provided in the two immediately preceding sentences, or if the Company
gives such written instruction and information to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make
such determination, (y) the Company is acting as Bid Solicitation Agent and the Company fails to obtain such bids or (z) the
Company fails to determine the Trading Price when obligated as provided in the second immediately preceding sentence, then,
in each case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of
the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading
Price condition set forth above has been met, the Company shall so notify in writing the Holders, the Trustee and the
Conversion Agent (if other than the Trustee). Any such determination shall be conclusive absent manifest error. If, at any
time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes
is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate
for such date, the Company shall so notify in writing the Holders of the Notes, the Trustee and the Conversion Agent
(if other than the Trustee) and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company)
shall be required to solicit bids again until another request is made as provided in this Section 14.01(b)(i).


 






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(ii)           
If, prior to the close of business on the Business Day immediately preceding May 1, 2024, the Company elects to:


 


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


 


(B)            
distribute to all or substantially all holders of the Common Stock the Company’s assets, securities (other than solely
the Common Stock) or rights to purchase securities, which distribution has a per share value, as reasonably determined by the Company,
exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such
distribution,


 


then, in either case, the Company shall notify all
Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) at least 50 Scheduled Trading Days
prior to the Ex-Dividend Date for such issuance or distribution (or, if later, in the case of any such separation of rights
issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such
separation or Trigger Event has occurred or will occur). Once the Company has given such notice, a Holder may surrender all
or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day
immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that
such issuance or distribution will not take place (or, if later, in the case of a separation or Trigger Event pursuant to a
stockholder rights plan, until the 20th Trading Day following the date on which the Company so notifies all Holders of the
Notes), in each case, even if the Notes are not otherwise convertible at such time; provided that a Holder may not
convert its Notes pursuant to this Section 14.01(b)(ii) if it participates, at the same time and upon the same terms as
holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A)
or (B) of this Section 14.01(b)(ii) without having to convert its Notes as if it held a number of shares of Common Stock
equal to the Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes held by such
Holder.


 






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(iii)           
If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close
of business on the Business Day immediately preceding May 1, 2024, regardless of whether a Holder has the right to require the
Company to repurchase the Notes pursuant to ‎Section 15.02, or if the Company is a party to a Share Exchange Event (other
than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x)
does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a classification, conversion or
exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity 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) and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business
Day immediately preceding May 1, 2024 (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate
Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time after the effective
date of such Corporate Event until the earlier of (x) the Business Day immediately preceding May 1, 2024 and (y) 35 Trading Days
after the actual effective date of such Corporate Event or, if such Corporate Event also constitutes a Fundamental Change, until
the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date. The Company shall
notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing no later than the actual effective
date of any such Corporate Event.


 


(iv)           
Prior to the close of business on the Business Day immediately preceding May 1, 2024, a Holder may surrender all or any
portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December
31, 2019 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days
(whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of
the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading
Day.


 


(v)            If
the Company calls any or all of the Notes for redemption pursuant to ‎Article 16 prior to the close of business on the
Business Day immediately preceding May 1, 2024, then a Holder may surrender all or any portion of its Notes for conversion at
any time prior to the close of business on the second Scheduled Trading Day prior to the Redemption Date, even if the
Notes are not otherwise convertible at such time. After that time, the right to convert pursuant to this Section 14.01(b)(v)
shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Notes may convert
its Notes until the Redemption Price has been paid or duly provided for.


 






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Section 14.02. Conversion Procedure;
Settlement Upon Conversion.


 


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


 


(i)           
All conversions for which the relevant Conversion Date occurs after the Company’s issuance of a Redemption Notice
with respect to the Notes and prior to the related Redemption Date, and all conversions for which the relevant Conversion Date
occurs on or after May 1, 2024 shall be settled using the same Settlement Method.


 


(ii)           
Except for any conversions for which the relevant Conversion Date occurs after the Company’s issuance of a Redemption
Notice with respect to the Notes but prior to the related Redemption Date, and any conversions for which the relevant Conversion
Date occurs on or after May 1, 2024, the Company shall use the same Settlement Method for all conversions occurring on the same
Conversion Date, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions occurring
on different Conversion Dates.


 


(iii)            If,
in respect of any Conversion Date (or one of the periods described in the third immediately succeeding set of parentheses, as
the case may be), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant
Settlement Method in respect of such Conversion Date (or such period, as the case may be), the Company shall deliver such
Settlement Notice in writing to converting Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later
than the close of business on the Trading Day immediately following the relevant Conversion Date (or, in the case of any
conversions for which the relevant Conversion Date occurs (x) after the date of issuance of a Redemption Notice with respect
to the Notes and prior to the Scheduled Trading Day immediately preceding the related Redemption Date, in such Redemption
Notice, or (y) on or after May 1, 2024, no later than May 1, 2024. If the Company does not elect a Settlement Method prior to
the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect Cash
Settlement or Physical Settlement for such conversion and the Company shall be deemed to have elected Combination Settlement
in respect of its Conversion Obligation, and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal
to $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination
Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes.
If the Company delivers a Settlement Notice electing Combination Settlement in respect of its Conversion Obligation but does
not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar
Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. If the Company calls any Notes for redemption
pursuant to ‎Article 16, and the related Redemption Date is on or after May 1, 2024 (x) if the date of the relevant
Redemption Notice occurs prior to the date the Company elects (or is deemed to have elected) a Settlement Method in respect
of all conversions with a Conversion Date occurring on or after May 1, 2024, then, in respect of all conversions with a
Conversion Date occurring on or after May 1, 2024, the Company must elect the Settlement Method that the Company elected (or
was deemed to have elected) in such Redemption Notice and (y) if the date of such Redemption Notice occurs on or after the
date the Company elects (or is deemed to have elected) a Settlement Method in respect of all conversions with a Conversion
Date occurring on or after May 1, 2024, then the Company must elect in such Redemption Notice the Settlement Method that the
Company elected (or was deemed to have elected) in respect of all conversions with a Conversion Date occurring on or after
May 1, 2024.


 






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


 


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


 


(B)            
if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company
shall pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal
to the sum of the Daily Conversion Values for each of the 45 consecutive Trading Days during the related Observation Period; and


 


(C)            
if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion
by Combination Settlement, the Company shall pay or deliver, as the case may be, in respect of each $1,000 principal amount of
Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 45 consecutive Trading
Days during the related Observation Period (plus cash in lieu of any fractional share).


 


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


 






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(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/or all transfer or similar taxes
as set forth in Section 14.02(e) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable
notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of
Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted
and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock
to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company
or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if
required, furnish appropriate endorsements and transfer documents, (4) if required, pay funds equal to interest payable on the
next Interest Payment Date to which such Holder is not entitled as set forth in ‎Section 14.02(h) and
(5) if required by Section 14.02(e), pay any transfer or similar taxes. 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 surrendered by a Holder thereof if such Holder has also delivered a Fundamental
Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase
Notice in accordance with ‎Section 15.03.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


Section 14.03. Increased Conversion
Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or Redemption Notice. (a) If
(x) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (y) the Company gives a Redemption
Notice with respect to any or all of the Notes in accordance with ‎Section 16.02 and, in each case, a Holder elects to convert
its Notes in connection with such Make-Whole Fundamental Change or such Redemption Notice, as applicable, the Company shall, under
the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional
shares of Common Stock (the “Additional Shares”), as described below. A conversion of Notes shall be deemed
for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion
is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including,
the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental
Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th
Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole
Fundamental Change Period”). A conversion of Notes shall be deemed for these purposes to be “in connection with”
a Redemption Notice if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the date of
the Redemption Notice until the close of business on the second Scheduled Trading Day immediately preceding the Redemption Date.


 






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(b)           
Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change pursuant to ‎Section 14.01(b)(iii)
or Redemption Notice pursuant to ‎Section 14.01(b)(v), the Company shall, at its option, satisfy the related Conversion Obligation
by Physical Settlement, Cash Settlement or Combination Settlement in accordance with ‎Section 14.02; provided, however,
that if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change,
the Reference Property following such Make-Whole Fundamental Change is composed entirely of cash, for any conversion of Notes following
the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock
Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to the
Conversion Rate (including any adjustment for Additional Shares), multiplied by such Stock Price. In such event, the Conversion
Obligation shall be paid to Holders in cash on the second Business Day following the Conversion Date. The Company shall notify
the Holders of Notes, the Trustee and the Conversion Agent (if other than the Trustee) of the Effective Date of any Make-Whole
Fundamental Change no later than five Business Days after such Effective Date.


 


(c)           
The number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference
to the table below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective or the date of the
Redemption Notice, as the case may be, (in each case, the “Effective Date”) and the price (the “Stock
Price”) paid (or deemed to be paid) per share of the Common Stock in the Make-Whole Fundamental Change or with respect
to the Optional Redemption, as the case may be. If the holders of the Common Stock receive in exchange for their Common Stock only
cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall
be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common
Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the Effective Date of the
Make-Whole Fundamental Change or the date of the Redemption Notice, as the case may be. The Company shall make appropriate adjustments
to the Stock Price, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective,
or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date (as such term is used in
 ‎Section 14.04) or expiration date of the event occurs during such five consecutive Trading Day period.


 


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


 






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


 


	 	Stock Price
	Effective Date	$23.75	$26.00	$28.00	$31.47	$35.00	$40.91	$45.00	$50.00	$60.00	$70.00	$80.00	$110.00	 
	November 1, 2019 	10.3276	8.2531	6.8093	4.9438	3.6249	2.2176	1.6040	1.0934	0.5183	0.2413	0.1019	0.0000	 
	November 1, 2020 	10.3276	8.1785	6.6632	4.7267	3.3809	1.9831	1.3936	0.9176	0.4058	0.1746	0.0655	0.0000	 
	November 1, 2021 	10.3276	7.9619	6.3664	4.3584	2.9997	1.6468	1.1060	0.6898	0.2738	0.1031	0.0301	0.0000	 
	November 1, 2022 	10.3276	7.6192	5.9082	3.8071	2.4489	1.1956	0.7422	0.4226	0.1410	0.0419	0.0060	0.0000	 
	November 1, 2023 	10.3276	7.0873	5.1568	2.8948	1.5823	0.5869	0.3089	0.1492	0.0382	0.0060	0.0000	0.0000	 
	November 1, 2024 	10.3276	6.6839	3.9366	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	 


 


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


 


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


 


(ii)           
if the Stock Price is greater than $110.00 per share (subject to adjustment in the same manner as the Stock Prices set forth
in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion
Rate for the Notes; and


 


(iii)           
if the Stock Price is less than $23.75 per share (subject to adjustment in the same manner as the Stock Prices set forth
in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion
Rate for the Notes.


 


Notwithstanding the foregoing, in no event
shall the Conversion Rate per $1,000 principal amount of Notes exceed 42.1052 shares of Common Stock, subject to adjustment in
the same manner as the Conversion Rate pursuant to ‎Section 14.04.


 


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


 


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


 






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


 


 


 


where,


 


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




 


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



 


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




 


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



 


Any adjustment made under this ‎Section 14.04(a) shall
become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately
after the open of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution
of the type described in this ‎Section 14.04(a) is declared but not so paid or made, the Conversion Rate shall be immediately
readjusted, effective as of the date the Company 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 Common Stock any rights, options or warrants (other than
in connection with a stockholder rights plan) entitling them, for a period of not more than 45 calendar days after the announcement
date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average
of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading
Day immediately preceding the date of announcement of such issuance, the Conversion Rate shall be increased based on the following
formula:


 






    66


     


    

 


 


 


where,


 


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




 


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



 


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




 


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



 


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



 


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


 


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


 






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


 


 


 


where,


 


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




 


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



 


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




 


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



 


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


 






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


 


 


 


where,


 


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




 


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



 


	FMV0	=	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common
Stock applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as set
forth in ‎Section 1.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest) over
the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation
Period”); and




 


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




 


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


 






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


 


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


 


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


 


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


 


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


 






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(d)           
If any dividend or distribution paid exclusively in cash is made to all or substantially all holders of the Common Stock,
(other than any dividends or distributions of any Reference Property consisting of cash upon conversion of, or in exchange for,
the Common Stock in a Share Exchange Event), other than a regular, quarterly cash dividend that does not exceed $0.13 per share
(the “Initial Dividend Threshold”), the Conversion Rate shall be adjusted based on the following formula:


 


 


 


 


where,


 


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




 


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



 


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




 


	T	=	the Initial Dividend Threshold; provided that if the dividend or distribution is not a regular quarterly cash dividend,
the Initial Dividend Threshold shall be deemed to be zero; and



 


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



 


The Initial Dividend Threshold shall be subject to adjustment
in a manner inversely proportional to adjustments to the Conversion Rate; provided that no adjustment shall be made to the
Initial Dividend Threshold for any adjustment to the Conversion Rate pursuant to this ‎Section 14.04(d).


 


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


 






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


 


 


 


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;




 


	CR'	=	the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including,
the Trading Day next succeeding the date such tender or exchange offer expires;



 


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



 


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




 


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



 


	SP'	=	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and
including, the Trading Day next succeeding the date such tender or exchange offer expires.



 


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


 






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


 


(f)           
Notwithstanding this ‎Section 14.04 or any other provision of this Indenture or the Notes, if (i) a Conversion Rate
adjustment becomes effective on any Ex-Dividend Date, (ii) a Note is to be converted for which Physical Settlement or Combination
Settlement applies, (iii) the Conversion Date for such conversion (in the case of Physical Settlement) or any Trading Day in the
Observation Period for such conversion (in the case of Combination Settlement) occurs on or after such Ex-Dividend Date and on
or prior to the related Record Date, (iv) the consideration due upon such conversion (in the case of Physical Settlement) or due
with respect to such Trading Day in the Observation Period (in the case of Combination Settlement) includes any whole shares of
Common Stock based on a Conversion Rate that is adjusted for such Ex-Dividend Date, and (v) such shares of Common Stock would be
entitled to participate in such dividend, distribution or other event giving rise to such adjustment, then, notwithstanding the
Conversion Rate adjustment provisions in this Section 14.04, (x) in the case of Physical Settlement, the Conversion Rate adjustment
relating to such Ex-Dividend Date shall not be made for such conversion, and, instead, the shares of Common Stock issuable upon
conversion on an unadjusted basis shall be entitled to participate in the related dividend, distribution or other event giving
rise to such adjustment, and (y) in the case of Combination Settlement, the Conversion Rate adjustment relating to such Ex-Dividend
Date shall be made for such conversion in respect of such Trading Day in the Observation Period, but the shares of Common Stock
issuable with respect to such Trading Day based on such adjusted Conversion Rate shall not be entitled to participate in such dividend,
distribution or other event giving rise to such adjustment.


 


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


 






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


 


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


 


(i)           
upon the repurchase of shares of Common Stock pursuant to an open market share repurchase program or other buy-back transactions,
including structured or derivative transactions, such as accelerated share repurchase transactions or similar forward derivative,
that is not a tender or exchange offer described in ‎Section 14.04(e);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(j)           
Notwithstanding this Section 14.04 or any other provisions of this Indenture, the Company shall not adjust the Conversion
Rate pursuant to any section in this ‎Section 14.04 unless the adjustment would result in a change of at least 1% in the
then-effective Conversion Rate; provided that the Company shall carry forward any adjustment to the Conversion Rate that
the Company would otherwise have to make and take that adjustment into account in any subsequent adjustment; provided further
that all such carried-forward adjustments shall be made with respect to Notes (i) in connection with any subsequent adjustment
to the Conversion Rate of at least 1% of the Conversion Rate, (ii) regardless of whether the aggregate adjustment is less than
1% of the Conversion Rate (x) on the Conversion Date for any Notes (in the case of Physical Settlement or any conversion following
a replacement of the Common Stock by Reference Property consisting solely of cash) or (y) on each Trading Day of any Observation
Period (in the case of Cash Settlement or Combination Settlement), (iii) on any Effective Date for any Fundamental Change and/or
Make-Whole Fundamental Change and (iv) on November 1 of each calendar year on or prior to the Maturity Date, in each case, unless
the adjustment has already been made.


 


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


 


(l)           
Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and the Conversion
Agent if not the Trustee) an 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 deliver such notice of such adjustment of the Conversion
Rate to each Holder. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.


 


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


 


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


 






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


 


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


 


(a)           
In the case of:


 


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


 


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


 


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


 


(iv)          
any statutory share exchange,


 


in each case, as a result of which the
Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or
any combination thereof) (any such event, a “Share Exchange Event”), then, at and after the effective time
of such Share Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to
convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or
assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the
Conversion Rate immediately prior to such Share Exchange Event would have owned or been entitled to receive (the
 “Reference Property,” with each “unit of Reference Property” meaning the kind and
amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange
Event and, prior to or at the effective time of such Share Exchange Event, the Company or the successor or purchasing Person,
as the case may be, shall execute with the Trustee, and without the consent of the Holders, a supplemental indenture
permitted under ‎Section 10.01(g) providing for such change in the right to convert each $1,000 principal amount of
Notes; provided, however, that at and after the effective time of the Share Exchange Event (A) the
Company shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be,
upon conversion of Notes in accordance with ‎Section 14.02 and (B) (I) any amount payable in cash upon conversion of
the Notes in accordance with ‎Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that
the Company would have been required to deliver upon conversion of the Notes in accordance with ‎Section 14.02 shall
instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock
would have been entitled to receive in such Share Exchange Event and (III) the Daily VWAP or the Last Reported Sale Price of
any unit of Reference Property or portion thereof that does not consist of a class of securities shall be the fair value of
such unit of Reference Property or portion thereof, as applicable, as determined in good faith by the Company (or in the case
of cash denominated in U.S. dollars, the face amount thereof).


 






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If the Share Exchange Event causes the Common
Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in
part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be
deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock, and
(ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred
to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Share
Exchange Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange
Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal
to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to ‎Section
14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Event and (B) the Company shall satisfy
the Conversion Obligation by paying cash to converting Holders on the second Business Day immediately following the relevant Conversion
Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) 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 possible to the adjustments provided for in this ‎Article 14. If, in the case of any Share Exchange 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 successor or purchasing corporation, as the case may be, in such Share Exchange Event, then such supplemental indenture
shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders
of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including the provisions
providing for the purchase rights set forth in ‎Article 15.


 


(b)            When
the Company executes a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07, the Company
shall promptly file with the Trustee an 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 Share Exchange Event,
any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall
promptly deliver notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental
indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not
affect the legality or validity of such supplemental indenture.


 


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


 






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


 


(e)           
In connection with any Share Exchange Event, the Initial Dividend Threshold shall be subject to adjustment as described
in clause (i), clause (ii) or clause (iii) below, as the case may be.


 


(i)           
In the case of a Share Exchange Event in which the Reference Property (determined, as appropriate, pursuant to subsection
(a) above and excluding any dissenters’ appraisal rights) is composed entirely of shares of common stock (the “Merger
Common Stock”), the Initial Dividend Threshold at and after the effective time of such Share Exchange Event will be equal
to (x) the Initial Dividend Threshold immediately prior to the effective time of such Share Exchange Event, divided by (y)
the number of shares of Merger Common Stock that a holder of one share of Common Stock would receive in such Share Exchange Event
(such quotient rounded down to the nearest cent).


 


(ii)           
In the case of a Share Exchange Event in which the Reference Property (determined, as appropriate, pursuant to subsection
(a) above and excluding any dissenters’ appraisal rights) is composed in part of shares of Merger Common Stock, the Initial
Dividend Threshold at and after the effective time of such Share Exchange Event will be equal to (x) the Initial Dividend Threshold
immediately prior to the effective time of such Share Exchange Event, multiplied by (y) the Merger Valuation Percentage
for such Share Exchange Event (such product rounded down to the nearest cent).


 


(iii)           
For the avoidance of doubt, in the case of a Share Exchange Event in which the Reference Property (determined, as appropriate,
pursuant to subsection (a) above and excluding any dissenters’ appraisal rights) is composed entirely of consideration other
than shares of common stock, the Initial Dividend Threshold at and after the effective time of such Share Exchange Event will be
equal to zero.


 


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


 


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


 


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


 






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


 


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


 


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


 


(b)           
Share Exchange Event (other than with respect to any Share Exchange Event for which notice is provided for by Section 14.01(b)(iii));
or


 


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


 


then, in each case (unless notice of such event is otherwise
required pursuant to another provision of this Indenture), the Company shall cause to be filed with the Trustee and the Conversion
Agent (if other than the Trustee) and to be delivered to each Holder, as promptly as possible but in any event at least 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, if a record is not to be taken, the date as of which the holders of
Common Stock of record are to be determined for the purposes of such action by the Company or one of its Subsidiaries, or (ii)
the date on which such Share Exchange 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 Common Stock of record shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such Share Exchange 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,
Share Exchange Event, dissolution, liquidation or winding-up.


 






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


 


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


 


(b)           
Any Notes exchanged by the Designated Financial Institution(s) shall remain outstanding notwithstanding the surrender of
such Notes and such exchange shall be subject to applicable procedures of the Depositary. If the Designated Financial Institution(s)
agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration,
or if such Designated Financial Institution does not accept the Notes for exchange, the Company notify the Conversion Agent and
the Holders surrendering the Notes for conversion and shall pay and/or deliver, as the case may be, the relevant Conversion Consideration
as if the Company had not made the Exchange Election.


 


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


 






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Article
15

Repurchase of Notes at Option of Holders


 


Section 15.01. [Intentionally Omitted]


 


Section 15.02. Repurchase at Option of
Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, 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 minimum denominations of $1,000 or an integral multiple of $1,000, on the date (the “Fundamental
Change Repurchase Date”) specified by the Company that is not less than 20 calendar days or more than 35 calendar 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; provided
that the Company shall not be required to repurchase, or to make an offer to repurchase, the Notes upon a Fundamental Change if
a third party makes such an offer in the same manner, at the same time and otherwise in compliance with the requirements for an
offer made by the Company as set forth in this Section 15.02 and such third party purchases all Notes properly surrendered and
not validly withdrawn under its offer in the same manner, at the same time and otherwise in compliance with the requirements for
an offer made by the Company as set forth in this Section 15.02.


 


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


 


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


 


(ii)           
delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent or Tender Agent, as the case may be, at any
time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the
Corporate Trust Office of the Paying Agent or the principal office of the Tender Agent located in the contiguous United States
of America as notified by the Tender Agent to Holders and the Trustee, as applicable, 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 $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.


 






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


 


The Paying Agent or Tender Agent, as the
case may be, shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice
of withdrawal thereof.


 


(c)           
On or before the 20th Business Day after the occurrence of the effective date of a Fundamental Change, the Company shall
provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a 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 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 effective date of the Fundamental Change;


 


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


 


(iv)         
the Fundamental Change Repurchase Price;


 


(v)          
the Fundamental Change Repurchase Date;


 


(vi)         
the name and address of the Paying Agent or Tender Agent, as the case may be, and the Conversion Agent, if applicable;


 


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


 


(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 validly 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.


 






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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 Paying Agent or Tender Agent, as the case may be, 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.


 


Section 15.03. Withdrawal of Fundamental
Change Repurchase Notice. A Fundamental Change Repurchase Notice may be withdrawn (in whole or in part) by means of a written
notice of withdrawal delivered to the Corporate Trust Office of the Paying Agent or the principal office of the Tender Agent located
in the contiguous United States of America as notified by the Tender Agent to Holders and the Trustee, as the case may be, in accordance
with this ‎Section 15.03 at any time prior to the close of business on the Business Day immediately preceding the Fundamental
Change Repurchase Date, specifying:


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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 any other required schedule under the Exchange Act; 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. To
the extent that the provisions of any applicable securities laws or regulations enacted after the date of this Indenture conflict
with the provisions of this Indenture relating to the Company’s obligations to repurchase the Notes upon a Fundamental Change,
the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations
under such provisions of this Indenture by virtue of such conflict.


 






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Article
16

Optional Redemption


 


Section 16.01. Optional
Redemption. No sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company prior to November
7, 2022. On or after November 7, 2022, the Company may redeem (an “Optional Redemption”) for cash all or
any portion of the Notes, at the Redemption Price, if the Last Reported Sale Price of the Common Stock has been at least 130%
of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive
Trading Day period (including the last Trading Day of such period) ending on, and including, the Trading Day immediately
preceding the date on which the Company provides the Redemption Notice in accordance with ‎Section 16.02.


 


Section 16.02. Notice of Optional Redemption;
Selection of Notes. (a) In case the Company exercises its Optional Redemption right to redeem all or, as the case may be, any
part of the Notes pursuant to ‎Section 16.01, it shall fix a date for redemption (each, a “Redemption Date”)
and it or, at its written request set forth in an Officers’ Certificate received by the Trustee not less than 55 Scheduled
Trading Days prior to the 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 deliver or cause to be delivered a notice of such Optional Redemption (a “Redemption
Notice”) not less than 50 nor more than 70 Scheduled Trading Days prior to the Redemption Date to each Holder of Notes
so to be redeemed as a whole or in part; provided, however, that, if the Company shall give such notice, it shall
also give written notice of the Redemption Date to the Trustee. The Redemption Date must be a Business Day, and the Company shall
not specify a Redemption Date that falls on or after the 46th Scheduled Trading Day immediately preceding the Maturity Date.


 


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


 


(c)           
Each Redemption Notice shall specify:


 


(i)           
the Redemption Date;


 


(ii)          
the Redemption Price;


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


A Redemption Notice shall be irrevocable.


 


(d)           
If fewer than all of the outstanding Notes are to be redeemed and the Notes to be redeemed are Global Notes then held by
the Depositary, the Notes to be redeemed shall be selected by the Depositary in accordance with applicable procedures of the Depositary.
If fewer than all of the outstanding Notes are to be redeemed and the Notes to be redeemed are not Global Notes then held by the
Depositary, the Trustee shall select the Notes or portions thereof to be redeemed (in minimum principal amounts of $1,000 or multiples
thereof) by lot, on a pro rata basis or by another method the Trustee considers to be fair and appropriate. If any Note
selected for partial redemption is submitted for conversion in part after such selection, the portion of the Note submitted for
conversion shall be deemed (so far as may be possible) to be the portion selected for redemption.


 


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


 


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


 


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


 






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Article
17


Miscellaneous Provisions


 


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


 


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


 


Section 17.03. Addresses for Notices,
Etc. Any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee
or by the Holders on the Company shall be deemed to have been sufficiently given or made, for all purposes if given or served by
being deposited postage prepaid by registered or certified mail in a post office letter box addressed (until another address is
filed by the Company with the Trustee) to Granite Construction Incorporated, 585 W. Beach Street, Watsonville, CA 95076, Attention:
General Counsel. Any notice, direction, request or demand hereunder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or served by being deposited postage prepaid by registered or certified mail in a post
office letter box addressed to the Corporate Trust Office.


 


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


 


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


 


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


 


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


 


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


 






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The Company irrevocably consents and agrees,
to the extent permitted by applicable law, for the benefit of the Holders from time to time of the Notes and the Trustee, that
any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or
in connection with this Indenture or the Notes may be brought in the courts of the State of New York or the courts of the United
States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the
Notes have been paid, hereby irrevocably consents and submits, to the extent permitted by applicable law, to the non-exclusive
jurisdiction of each such court in personam, generally and unconditionally, to the extent permitted by applicable law, 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 extent permitted by applicable 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, to the extent permitted by applicable law, not to plead or claim in any such
court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.


 


Section 17.05. Evidence of Compliance
with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to
the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested by the Trustee, furnish
to the Trustee an Officers’ Certificate and/or an Opinion of Counsel, in form and substance reasonably satisfactory to the
Trustee stating that such action is permitted by the terms of this Indenture and that all conditions precedent to such action have
been complied with.


 


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


 


Section 17.06. Legal Holidays.
In any case where any Interest Payment Date, any Redemption Date, any Fundamental Change Repurchase Date or the Maturity Date
is not a Business Day or is a day on which banks located in the location of the Corporate Trust Office are authorized or
required by law or executive order to close or be closed, 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 that is not a day on which banks located in the location of the
Corporate Trust Office are authorized or required by law or executive order to close or be closed with the same force and
effect as if taken on such date, and no interest shall accrue in respect of the delay.


 






    88


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






    89


     


    

 


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


 


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


 


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


 


Date:


 


		,




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

in the within-named Indenture.


 


	By:	 	 




Authorized Officer


 


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


 






    90


     


    

 


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


 


Section 17.15. Calculations. The
Company shall be responsible for making all calculations called for under this Indenture and the Notes. These calculations include,
but are not limited to, determinations of the Trading Price, the Last Reported Sale Prices of the Common Stock, the Daily VWAPs,
the Daily Conversion Values, the Daily Settlement Amounts, accrued interest payable on the Notes and the Conversion Rate of the
Notes. The Company shall make all these calculations in good faith and, absent manifest error, the Company’s calculations
shall be final and binding on Holders of Notes. The Company shall provide a schedule of its calculations to each of the Trustee
and the Conversion Agent, and each of the Trustee and Conversion Agent is entitled to rely conclusively upon the accuracy of the
Company’s calculations without independent verification. The Company will forward its calculations to any Holder of Notes
upon the written request of that Holder at the sole cost and expense of the Company.


 


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


 


[Remainder of page
intentionally left blank]


 






    91


     


    

 


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


 


	 	GRANITE CONSTRUCTION


INCORPORATED

	 	 
	 	 
	 	By:	/s/ Jigisha Desai
	 	Name:	Jigisha Desai
	 	Title:	CFO & Senior VP
	 	 	 
	 	 	 
	 	WILMINGTON TRUST, NATIONAL

                    ASSOCIATION, as Trustee

	 	 
	 	 
	 	By:	/s/ Joseph P. O’Donnell
	 	Name:	 Joseph P. O’Donnell
	 	Title:	Vice President


 






     


     


    

 



 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


[INCLUDE FOLLOWING LEGEND
IF A GLOBAL NOTE]


 


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


 


[INCLUDE FOLLOWING LEGEND
IF A RESTRICTED SECURITY]


 


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


 


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


 


(2) AGREES
FOR THE BENEFIT OF GRANITE CONSTRUCTION INCORPORATED (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 WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR


 






    A-1


     


    

 


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


 


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


 


PRIOR TO THE REGISTRATION
OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF
SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER
IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]1


 


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


 





 






1
This Restricted Security legend shall be deemed removed from the face of this Security without further action of the Company, the
Trustee, or the holders of this Security at such time as the Company notifies the Trustee that such legend is removed pursuant
to Section 2.05(c) of the Indenture.


 








    A-2


     


    

 


GRANITE CONSTRUCTION INCORPORATED



2.75% Convertible Senior Note due 2024


 


	No. [_____]	[Initially]2 $[_________]




 


CUSIP No. [_________]3


 


Granite Construction Incorporated, a corporation
duly organized and validly existing under the laws of the State of Delaware (the “Company,” which term includes
any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises
to pay to [CEDE & CO.]4 [_______]5,
or registered assigns, the principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]6
[of $[_______]]7, which amount, taken
together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $200,000,000
in aggregate at any time (or $230,000,000 if the Initial Purchasers exercise their option to purchase additional Notes in full
as set forth in the Purchase Agreement), in accordance with the rules and procedures of the Depositary, on November 1, 2024, and
interest thereon as set forth below.


 


This Note shall bear interest at the rate
of 2.75% per year from November 1, 2019, 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 November 1, 2024. Interest is payable semi-annually in arrears on each May 1 and
November 1, commencing on May 1, 2020, to Holders of record at the close of business on the preceding April 15 and October 15 (whether
or not such day is a Business Day), respectively. Accrued interest on the Notes shall be computed on the basis of a 360-day year
composed of twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day month.
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) or ‎Section 6.03, and any express mention of the payment of Additional Interest in any provision therein shall not
be construed as excluding Additional Interest in those provisions thereof where such express mention is not made.


 


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


 





 



2
Include if a global note.


3
At such time as the Company notifies the Trustee that the Restricted Security legend is removed pursuant to Section 2.05(c) of
the Indenture, the CUSIP number for this Security shall be deemed to be CUSIP No. [_________].


4
Include if a global note.


5
Include if a physical note.


6
Include if a global note.


7
Include if a physical note.




 






    A-3


     


    

 


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


 


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


 


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


 


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


 


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


 


[Remainder of page intentionally left
blank]


 






    A-4


     


    

 


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


 


		GRANITE CONSTRUCTION
    

INCORPORATED
	 
		By:	 
			Name:
			Title:
	 	 	 
	Dated: November 1, 2019	 	 
	 	  	 
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION	 	 
	 	 	 
	WILMINGTON TRUST, NATIONAL ASSOCIATION	 	 
	as Trustee, certifies that this is one of the Notes described in the within-named Indenture.	 	 
	 	 	 
	By:__________________________________________________________	 	 
	Authorized Officer	 	 



 







    A-5


     


    

 






 


[FORM OF REVERSE OF NOTE]


 


GRANITE CONSTRUCTION INCORPORATED

2.75% Convertible Senior Note due 2024


 


This Note is one of a duly authorized issue
of Notes of the Company, designated as its 2.75% Convertible Senior Notes due 2024 (the “Notes”), limited to
the aggregate principal amount of $200,000,000 (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) all issued or to be issued under and pursuant to an Indenture dated as of November 1, 2019 (the “Indenture”),
between the Company and Wilmington Trust, National Association (the “Trustee”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal
amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note
shall have the respective meanings set forth in the Indenture.


 


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


 


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


 


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


 


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


 






    A-6


     


    

 


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


 


The Notes shall be redeemable at the Company’s
option on or after November 7, 2022 in accordance with the terms and subject to the conditions specified in the Indenture. No sinking
fund is provided for the Notes.


 


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


 


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


 






    A-7


     


    

 


ABBREVIATIONS


 


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


 


TEN COM = as tenants in common


 


UNIF GIFT MIN ACT = Uniform Gifts to Minors Act


 


CUST = Custodian


 


TEN ENT = as tenants by the entireties




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






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


 






    A-8


     


    

 


SCHEDULE A8


 


SCHEDULE OF EXCHANGES OF NOTES



GRANITE CONSTRUCTION INCORPORATED

2.75% Convertible Senior Notes due 2024


 


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


 


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




 





 



8 Include
if a global note.


 


 






    A-9


     


    

 



 


ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


	To: 	Wilmington Trust, National Association 




 


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


 





	Dated:		 	
	 	 	 	 
	 	 	 	 
	 	 	 	Signature(s)




 


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



 






    1 


     


    

 


	Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in
    the name of the registered holder:	 
		 
	(Name)	 
		 
	(Street Address)	 
		 
	(City, State and Zip Code)	 
	Please print name and address	 




 





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

Identification Number



 






    2 


     


    

 


ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


	To: 	Paying Agent 




 


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


 


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


 


	Dated:		 



 





	 	Signature(s)
	 	 
	 	
	 	Social Security or Other Taxpayer

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




 






    1 


     


    

 


ATTACHMENT 3


 


[FORM OF ASSIGNMENT AND TRANSFER]


 


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


 


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


 


 ̈          To
Granite Construction Incorporated or a subsidiary thereof; or


 


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


 


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


 


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


 






    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