Exhibit 10.02


 





SECOND
AMENDMENT TO Investment AGREEMENT


 


This SECOND Amendment
TO INVESTMENT AGREEMENT (this “Amendment”), dated as of November 11, 2019 (the “Second Amendment
Effective Date”), is by and between (i) NortonLifeLock Inc. (formerly known as Symantec Corporation), a Delaware corporation
(the “Company”), and (ii) BC Bearcat SPV, LP, a Delaware limited partnership, BCIP Venture Associates, a Delaware
limited partnership, BCIP Venture Associates-B, a Delaware limited partnership, BCIP Associates IV (US), L.P., a Delaware limited
partnership, BCIP Associates IV-B (US), L.P., a Delaware limited partnership, BCIP T Associates IV (US), L.P., a Delaware limited
partnership, BCIP T Associates IV-B (US), L.P., a Delaware limited partnership, Brookside Capital Partners Fund, L.P., a Delaware
limited partnership and FF Bearcat Holdings, LP, a Cayman Islands exempt limited partnership, Silver Lake Partners IV Cayman (AIV
II), L.P. and SLP IV Star Holdings, L.P. (each a “Purchaser” and together the “Purchasers”).


 


WHEREAS, the Company
and the Purchasers are party to that certain Investment Agreement, dated as of June 12, 2016, and amended by that certain Amendment
to Investment Agreement, dated as of July 31, 2016 (as amended, supplemented or otherwise modified prior to the date hereof, the
 “Existing Investment Agreement”).


 


WHEREAS, Section
6.03 of the Existing Investment Agreement provides that any provision of the Existing Investment Agreement may be amended or
modified in whole or in part at any time by an agreement in writing between the parties thereto executed in the same manner as
the Existing Investment Agreement.


 


WHEREAS, the Company
and the Purchasers wish to amend the Existing Investment Agreement in connection with the Disposition Transaction (as defined below).


 


NOW, THEREFORE, in
consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


Section 1.         
Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms
in the Existing Investment Agreement. As used in this Amendment:





 


“Asset Purchase
Agreement” means the Asset Purchase Agreement, dated as of August 8, 2019, by and between Broadcom Inc. and the Company.


 


“Disposition
Transaction” means the Closing (as defined in the Asset Purchase Agreement) of the transactions contemplated by the Asset
Purchase Agreement.


 


“Distribution
Outside Date” means the later of April 3, 2020 or such later date as the Purchasers (taken together) may agree upon in
their sole discretion.


 


“Existing
Notes” means the $1,250,000,000 aggregate principal amount of the Company’s 2.00% Convertible Notes due 2021 issued
pursuant to the Existing Notes Indenture.


 






    


     


    

 


“Existing
Notes Indenture” means that certain indenture, dated as of August 1, 2016, by and between the Company and Wells Fargo
Bank, National Association, as trustee, governing the Existing Notes, as amended, supplemented or otherwise modified from time
to time.


 


“Extended
Maturity Date” means August 15, 2022.


 


“Indenture”
means (a) prior to the effectiveness of the New Notes Indenture, the Existing Notes Indenture and (b) after the effectiveness of
the New Notes Indenture, the Existing Notes Indenture or the New Notes Indenture, as applicable.


 


“New Notes”
means the aggregate principal amount of the Company’s 2.00% Convertible Notes due 2022 issued pursuant to the New Notes Indenture
in accordance with Section 2(g) hereof.


 


“New Notes
Indenture” means an indenture, in the form attached to this Amendment as Exhibit B, with such changes as may be
consented to by the Company and the Purchasers prior to the effective date thereof, it being agreed that the Company and the Purchasers
shall consent to any changes required by the Trustee that do not adversely affect the Company or the Purchasers, including with
respect to timing and mechanics of transfers and exchanges of Securities (as defined in the New Notes Indenture) and interests
therein, in any material respect.


 


“New Notes
Issuance Date” means the date on which the New Notes are issued by the Company pursuant to the New Notes Indenture.


 


“Notes”
means (a) prior to the issuance of the New Notes, the Existing Notes and (b) after the issuance of the New Notes, the Existing
Notes and/or the New Notes, as applicable.


 


“Special Dividend”
means a special dividend, payable in cash to the holders of Company Common Stock, of at least $12.00 per share of Company Common
Stock (as adjusted for any stock split, stock dividend, reverse stock split or stock combination).


 


“Supplemental
Indenture” means a supplemental indenture, in the form attached to this Amendment as Exhibit A, to the Existing
Notes Indenture, with such changes as may be consented to by the Company and the Purchasers prior to the effective date thereof,
it being agreed that the Company and the Purchasers shall consent to any changes required by the Trustee that do not adversely
affect the Company or the Purchasers, including with respect to timing and mechanics of transfers and exchanges of Securities (as
defined in the Existing Notes Indenture) and interests therein, in any material respect.


 


Section 2.         
Amendment to the Investment Agreement.





 


(a)          
Effective as of the Second Amendment Effective Date, Section 4.02(a) of the Existing Investment Agreement is hereby amended
and restated to read as follows:





 






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“(a)         Conversion
and Transfer Restrictions. Except as otherwise expressly provided hereunder, each Purchaser shall not, from the Second Amendment
Effective Date, (i) exercise its right under Section 10.01 of an Indenture to convert any Notes that are Sponsor Securities before
the date that is six (6) months prior to the Extended Maturity Date or (ii) sell, offer, transfer, assign, mortgage, hypothecate,
gift, pledge or dispose of, enter into or agree to enter into any contract, option or other arrangement or understanding with respect
to the sale, transfer, pledge, mortgage, hypothecation, gift, assignment or similar disposition of (any of the foregoing, a “transfer”)
any Notes that are Sponsor Securities unless (x) the transferee agrees in writing to be bound by this paragraph or (y) such transfer
is a Permitted Transfer. “Permitted Transfers” shall mean any (i) transfer to a Purchaser’s Affiliate
that executes and delivers to the Company a Joinder becoming a Purchaser party to this Agreement and the Confidentiality Agreement
and a duly completed and executed IRS Form W-9 (or a substantially equivalent form), (ii) transfer to the Company or any of its
Subsidiaries, (iii) transfer to a Third Party for cash solely to the extent that all of the net proceeds of such sale are solely
used to satisfy a bona fide margin call (i.e. posted as collateral) pursuant to a Permitted Loan, or repay a Permitted Loan
to the extent necessary to satisfy a bona fide margin call on such Permitted Loan or avoid a bona fide margin call
on such Permitted Loan, (iv) transfer with the prior written consent of the Company, provided that any such consent shall
be offered to each of the Bain Purchasers and the SLP Purchasers (and each of their respective Affiliates) at substantially the
same time, on the same terms and for a pro rata amount of the Notes or any shares of Company Common Stock issuable or issued upon
conversion of any of the Notes or (v) tender of any Company Common Stock into a Third Party Tender/Exchange Offer, as defined below,
(and any related conversion of Notes to the extent required to effect such tender or exchange) and any transfer effected pursuant
to any merger, consolidation or similar transaction consummated by the Company (for the avoidance of doubt, if such Third Party
Tender/Exchange Offer does not close for any reason, the restrictions on transfer contained herein shall continue to apply to any
Company Common Stock received pursuant to the conversion of any Notes that had previously been converted to participate in any
such tender or exchange offer). “Third Party Tender/Exchange Offer” shall mean any tender or exchange offer
made to all of the holders of Company Common Stock by a Third Party for a number of outstanding shares of Voting Stock that, if
consummated, would result in a Change in Control solely to the extent that (x) the Board of Directors has recommended such tender
or exchange offer in a Schedule 14D-9 under the Exchange Act or (y) such tender or exchange offer is either (I) a tender or exchange
offer for less than all of the outstanding shares of Company Common Stock or (II) part of a two-step transaction and the consideration
to be received in the second step of such transaction is not identical in the amount or form of consideration (or the election
of the type of consideration available to holders of Company Common Stock is not identical in the second-step of such transaction)
as the first step of such transaction. Any purported transfer of Notes that are Sponsor Securities in violation of this Section
4.02(a) shall be null and void ab initio. Notwithstanding anything to the contrary herein, nothing in this Section 4.02(a)
shall limit or restrict (A) the transfer of a Note that is not a Sponsor Security or the exchange of a Note that is a Sponsor Security
for a Note that is not a Sponsor Security or (B) the conversion of any Notes following occurrence or notice of a Fundamental Change
(as defined in the applicable Indenture) or a Make-Whole Fundamental Change (as defined in the applicable Indenture). Notwithstanding
anything to the contrary herein, each Purchaser (or a controlled Affiliate of such Purchaser) shall be permitted to mortgage, hypothecate,
and/or pledge the Notes and/or the shares of Company Common Stock issuable or issued upon conversion of the Notes in respect of
one or more bona fide purpose (margin) or bona fide non-purpose loans (each, a “Permitted Loan”)
and nothing contained in the Existing Investment Agreement or this Amendment shall prohibit or otherwise restrict the ability of
any lender (or its securities affiliate) or collateral agent to foreclose upon and sell, convert, dispose of or otherwise transfer
the Notes and/or shares of Company Common Stock (including shares of Company Common Stock received upon conversion of the Notes
following foreclosure on a Permitted Loan) mortgaged, hypothecated and/or pledged to secure the obligations of the borrower following
an event of default under a Permitted Loan. Notwithstanding the foregoing or anything to the contrary herein, in the event that
any lender or other creditor under a Permitted Loan transaction (including any agent or trustee on their behalf) or any affiliate
of the foregoing exercises any rights or remedies in respect of the Notes or the shares of Company Common Stock issuable or issued
upon conversion of the Notes or any other collateral for any Permitted Loan, no lender, creditor, agent or trustee on their behalf
or affiliate of any of the foregoing, or any direct or indirect transferee of the foregoing, (other than, for the avoidance of
doubt, a Purchaser or any of its Affiliates) shall be entitled to any rights or have any obligations or be subject to any transfer
restrictions or limitations under the Existing Investment Agreement or this Amendment (including, without limitation, the rights
or benefits provided for in Section 4.06 and Section 4.07 of the Existing Investment Agreement) except and to the extent for those
expressly provided for in Article V of the Existing Investment Agreement.


 






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(b)          
Hedging Restriction. No member of the Bain Group or the Silver Lake Group shall enter into any hedge, swap, short
sale, derivative transaction or other agreement or arrangement that is designed to, or has the effect of, hedging the economic
consequences of ownership of the Notes or any shares of Company Common Stock issuable or issued upon conversion of any of the Notes
then held by the Bain Group or the Silver Lake Group, as applicable. For the avoidance of doubt, nothing in this paragraph 2(b)
shall prohibit any Permitted Loan.





 


(c)          
Special Payment. If the Company determines to declare and pay the Special Dividend to the holders of Company Common
Stock (the date that such payment is paid to such holders of Company Common Stock, the “Dividend Payment Date”),
then the Company shall be required to give Purchasers no more than ten (10) Business Days and no less than five (5) Business Days
prior written notice of the declaration of such Special Dividend (the “Notice Period”) and, if the Special Dividend
is paid by the Distribution Outside Date, then the Company shall be required, on the Special Payment Date (as defined below), in
accordance with the last paragraph of Section 10.07 of the New Notes Indenture, to pay to each Purchaser listed on Schedule 1 hereto
on the Special Payment Date, cash in respect of each $1,000 of principal amount of New Notes to be issued pursuant to Section 2(g)
hereof (the “Special Payment”) in an amount equal to the dollar amount per share of Common Stock (as defined
in the New Notes Indenture) of the Special Dividend declared and paid by the Company multiplied by the Conversion Rate in
effect immediately prior to the Open of Business (as defined in the New Notes Indenture) on the Special Payment Date (without giving
effect to any adjustment pursuant to Section 10.06 of the New Notes Indenture on account of such Special Dividend). Any Special
Dividend paid to the holders of Company Common Stock in connection with the Disposition Transaction shall be declared and paid
in a single special dividend. For the avoidance of doubt, no adjustment to the Conversion Rate pursuant to Section 10.06 of the
New Notes Indenture or Section 2(h) for the New Notes shall be made for the payment of the Special Dividend if the Special Payment
is paid in full, but the Conversion Rate for the Existing Notes shall be adjusted in accordance with the terms of the Indenture,
as supplemented by the Supplemental Indenture.





 


(d)          
Tax Treatment of Special Payment. For U.S. federal income tax purposes, the Company and each Purchaser agree to treat
(i) the election to pay the Special Payment and related agreements, collectively, as a significant modification of the Notes resulting
in a deemed exchange of the Notes for new notes, and (ii) the payment of the Special Payment and any payments pursuant to Section
2(h) as the payment of boot in a recapitalization under section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended (the
 “Code”) and not as a dividend or interest. The Company and each Purchaser agree not to take any position inconsistent
with such tax treatment unless otherwise required by a taxing authority following an audit in which the intended tax treatment
has been defended diligently and in good faith. The Company shall provide notice of any such audit to each Purchaser and shall
use commercially reasonable efforts to consult with each Purchaser regarding the conduct of such audit. Each Purchaser represents
that such Purchaser is either a “domestic partnership” within the meaning of section 7701(a)(30)(B) of the Code or
a “withholding foreign partnership” within the meaning of U.S. Treasury Regulations section 1.1441-5(c)(2).





 






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(e)         
Section 16 Matters. The Company represents that the Board of Directors or a committee thereof composed solely of
two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act, has approved this Amendment, the
Supplemental Indenture, the New Notes and the New Notes Indenture (including all material terms thereof as set forth on Exhibit
A and Exhibit B hereto) and the transactions contemplated thereby for the express purpose of exempting each Purchaser, its Affiliates’,
any Bain Affiliated Director’s and any SLP Affiliated Director’s interests (for such Purchaser and/or its Affiliates,
to the extent such persons may be deemed to be “directors by deputization”) in such transactions from Section 16(b)
of the Exchange Act pursuant to Rule 16b-3 thereunder.





 


(f)          
Supplemental Indenture. Each Purchaser agrees to consent to the Supplemental Indenture. The Company shall cause the
Supplemental Indenture to become effective prior to the payment of the Special Dividend and within five (5) Business Days following
the ex-dividend date for the Special Dividend. The Supplemental Indenture shall provide that, if the Special Payment has not been
paid by the Distribution Outside Date, the changes set forth therein related to the Maturity Date (as defined in the Existing Notes
Indenture) shall automatically cease to be in force.





 


(g)          
Exchange of Existing Notes for New Notes.


 


(i)           
Exchange. On the date the Special Payment is paid (the “Special Payment Date”), the Purchasers,
severally and not jointly, agree to exchange the principal amount of Existing Notes set forth opposite each Purchaser’s name
on Schedule 1 hereto in exchange for an equal principal amount of New Notes and payment of the Special Payment with respect to
such New Notes in accordance with Section 2(c) hereof. The Existing Notes to be exchanged pursuant to this Section 2(g) shall be
transferred (such transferred Existing Notes, the “Transferred Notes”) by the Purchasers to the Company prior
to the payment of the Special Payment to the Purchasers or concurrently with the delivery of the New Notes to the Purchasers, in
accordance with instructions given by the Company to the Purchasers at least two (2) Business Days prior to the Special Payment
Date. On the Special Payment Date, the Company shall cause (A) the New Notes Indenture to become effective and the New Notes to
be issued pursuant to the New Notes Indenture to the respective Purchaser through the facilities of the Depository Trust Company
in accordance with instructions given by such respective Purchasers to the Company at least two (2) Business Days prior to the
Special Payment Date and (B) the Special Payment to be paid to the Purchasers in accordance with Section 2(c) hereof with respect
to such New Notes. Upon issuance of the New Notes and payment of the Special Payment to the respective Purchasers, the Company
shall cause the Transferred Notes to be cancelled in accordance with Section 2.11 of the Existing Notes Indenture.


 






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(ii)          
Accuracy of Representations and Warranties. The Company hereby represents and warrants to each Purchaser, as of the
date hereof and as of the New Notes Issuance Date, that the representations and warranties contained in paragraphs (a), (c) (but
only with respect to this Amendment, the Supplemental Indenture, the New Notes and the New Notes Indenture, as applicable, and
the transactions contemplated herein and therein), (d), (e) and (f) of Section 3.01 of the Existing Investment Agreement are true
and correct with respect to the issuance of the New Notes. Each Purchaser, severally and not jointly, hereby represents and warrants
to the Company, as of the date hereof and as of the New Notes Issuance Date, that the representations and warranties contained
in paragraphs (a), (b), (c) and (d) of Section 3.02 of the Existing Investment Agreement are true and correct with respect to the
issuance of the New Notes.


 


(h)          
Conversion Price Matters.


 


(i)           
The Conversion Rate of the New Notes on the New Notes Issue Date, and set forth in the New Notes Indenture (the “Initial
Conversion Rate”) shall be 48.9860; provided, that if any event shall occur between the date hereof and the New
Notes Issue Date (inclusive) that would have resulted in an adjustment to the Conversion Rate of the New Notes pursuant to Article
10 of the New Notes Indenture if the New Notes had been issued and outstanding since the date hereof, the Initial Conversion Rate
of the New Notes, the distribution threshold in Section 10.06(b) of the New Notes Indenture and the share amounts in the table
of Make-Whole Applicable Increases set forth in Section 10.14(b) of the New Notes Indenture shall be adjusted in the same manner
as would have been required by Article 10 of the New Notes Indenture if the New Notes had been issued and outstanding since the
date hereof and the Conversion Price, Initial Conversion Rate and Make-Whole Applicable Increases table included in the New Notes
Indenture shall reflect such adjustment; provided, however, that no such adjustment shall be made in respect of the
Special Dividend if the Special Payment is paid in accordance with Section 2(c) hereof.


 


(ii)          
With respect to any regular, quarterly cash dividend for which the Ex Date (as defined in the Existing Notes Indenture)
occurs during the period beginning on the Second Amendment Effective Date and ending on the last day of the third fiscal quarter
of the Company, inclusive, (such period, the “Cash Pay Period”), the Company shall provide for each Holder (as
defined in the applicable Indenture) of Existing Notes (and, if the New Notes are outstanding on such Ex Date, each Holder of New
Notes) to be paid cash in an amount per share of Common Stock (as defined in the applicable Indenture) equal to the amount by which
the regular, quarterly cash dividend exceeds the dividend threshold (as defined in the applicable Indenture) at the same time and
upon the same terms as holders of Common Stock (as defined in the applicable Indenture) participate in such regular, quarterly
cash dividend, without conversion, as if such Holder (as defined in the applicable Indenture) held a number of shares of Common
Stock (as defined in the applicable Indenture) equal to the Conversion Rate (as defined in the applicable Indenture) in effect
on the Ex Date (as defined in the applicable Indenture) of such regular, quarterly cash dividend (without giving effect to any
adjustment pursuant to Section 10.06 of the applicable Indenture on account of such regular, quarterly cash dividend), multiplied
by the principal amount (expressed in thousands) of Securities (as defined in the applicable Indenture) held by such Holder (as
defined in the applicable Indenture) on such Ex Date. If any event shall occur between the date hereof and the date the Supplemental
Indenture becomes effective (inclusive) that would have resulted in an adjustment to the Conversion Rate of the Existing Notes
pursuant to Article 10 of the Existing Notes Indenture, the table of Make-Whole Applicable Increases set forth in Section 10.14(b)
of the Supplemental Indenture shall be adjusted in the same manner as would have been required by Article 10 of the Existing Notes
Indenture as if the Supplemental Indenture became effective on the date hereof and the Conversion Price, Initial Conversion Rate
and Make-Whole Applicable Increases table included in the Supplemental Indenture shall reflect such adjustment.


 






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(iii)         
The Company represents and warrants that the Conversion Rate as of the date hereof for the Existing Notes is 48.9860 and
that no event or circumstance has occurred since the Issue Date (as defined in the Existing Notes Indenture) that would result
in an adjustment to the Conversion Rate pursuant to Article 10 of the Existing Notes Indenture.


 


(i)            
Registrable Securities; Amendment to Registration Rights Provisions. The Company agrees that any securities issued
under the Indentures that are held by the Holders shall be deemed Registrable Securities under the Existing Investment Agreement.
Section 5.01 of the Existing Investment Agreement is hereby amended to add a new subsection (d), reading as follows:


 


“(d)         Notwithstanding the foregoing, provided
the Notes may be resold pursuant to Rules 144 and 144A of the Securities Act, the Company shall not be required to file, use reasonable
efforts to cause to be declared effective or keep effective, a Registration Statement on Form S-1 or Form S-3 (or any successor
form) under the Securities Act, or to keep any such Registration Statement or any prospectus Available, during the period from
November 11, 2019 through the date that is five (5) Business Days after the earlier of (x) June 2, 2020 and (y) the date of filing
of the Company’s Annual Report on Form 10-K for the fiscal year ended April 3, 2020, which period shall be deemed to constitute
a Blackout Period hereunder.”





 


(j)           
Depository Trust Company. The Company shall use commercially reasonable efforts to take such action as may be reasonably
requested by the Purchasers or the Trustee as is required in order to maintain the Notes as global securities held through The
Depository Trust Company.


 





(k)          
Disposition Transaction. The parties hereto agree that the Disposition Transaction did not constitute a “Change
in Control” as defined in (x) the Existing Investment Agreement or (y) the Notes Indenture.





 


(l)           
Termination. If the Special Payment has not been paid by the Distribution Outside Date, Sections 2(a)-(d) and Section
2(i) shall thereupon automatically terminate and any exchange of Existing Notes for New Notes shall be null and void and any Existing
Notes transferred to the Company pursuant to Section 2(g) shall be transferred back to the applicable Purchaser within two (2)
Business Days.


 






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Section 3.         
Transfers of Sponsor Global Securities. Section 4.14 of the Investment Agreement is hereby amended and restated to
read as follows:





 


“Section 4.14. Transfers of Sponsor Global Securities.
The Purchaser agrees that (i) except in the case of a foreclosure under a Permitted Loan, Purchaser and its Affiliates will only
transfer their interests in the Sponsor Global Security to a Third Party if such Person receives such transferred interest in a
Global Security other than the Sponsor Global Security and (ii) Purchaser and its Affiliates may only transfer an interest in the
Sponsor Global Security to an Affiliate of Purchaser if such Affiliate continues to hold such transferred interest in the Sponsor
Global Security and not any other Global Security. In the case of a foreclosure under a Permitted Loan, the lender or creditor
under such Permitted Loan (including any agent or trustee on their behalf) or any affiliate of the foregoing, and any direct or
indirect transferee of the foregoing, shall be permitted to hold such foreclosed interest in the Sponsor Global Security.”


 


Section 4.         
Transfer Restrictions. Section 4.16 of the Investment Agreement is hereby amended and restated to read as follows:





 


“Section 4.16. Transfer Restrictions.
Notwithstanding anything to the contrary herein, the Purchaser hereby agrees that it shall not, directly or indirectly, without
the Company’s prior written consent, (a) hold any right, title or interest in the Notes unless such Notes are Sponsor Securities
(as defined in the Notes Indenture), or (b) transfer to any other Person any right, title or interest in any Note that is, in the
hands of the transferee, a Sponsor Security (other than (i) any transfer to a Purchaser’s Affiliate that (1) is an entity
organized or incorporated under the laws of the United States, any State thereof or the District of Columbia and is a U.S. Person
and (2) executes and delivers to the Company a Joinder becoming a Purchaser party to this Agreement and the Confidentiality Agreement
and a duly completed and executed IRS Form W-9, (ii) to a lender or creditor under a Permitted Loan (or any agent or trustee on
their behalf) or any affiliate of the foregoing, and any direct or indirect transferee of the foregoing, in connection with the
foreclosure on Sponsor Securities which have been mortgaged, hypothecated and/or pledged to secure the obligations of the borrower
under such Permitted Loan and (iii) to the Company or any of its Subsidiaries).”


 


Section 5.         
Miscellaneous Provisions.


 


(a)          
EACH PARTY HERETO HEREBY AGREES THAT THE PROVISIONS OF SECTIONS 6.02, 6.03, 6.07, 6.08, 6.09, 6.10 AND 6.12
OF THE EXISTING INVESTMENT AGREEMENT SHALL APPLY TO THIS AMENDMENT, MUTATIS MUTANDIS.


 


(b)          
This Amendment may be executed in one or more counterparts, each of which shall be deemed to constitute any original, but
all of which together shall constitute one and the same document. Signatures to this Amendment transmitted by facsimile transmission,
by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended
to preserve the original graphic and pictorial appearance of a document will have the same effect as physical delivery of the paper
document bearing the original signature.


 


(c)          
The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.


 






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(d)          
This Amendment shall not constitute an amendment of any other provision of the Existing Investment Agreement not expressly
referred to herein. Except as provided herein, the Existing Investment Agreement shall remain in full force and effect. From and
after the date hereof, all references to the term “Agreement” in the Existing Investment Agreement shall be deemed
to refer to the Existing Investment Agreement, as amended hereby.


 


[Signature Pages Follow]


 






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IN WITNESS WHEREOF,
the undersigned have duly executed this Amendment as of the date first set forth above.


 


 


		NORTONLIFELOCK INC.
	 	 	 
		By:	/s/Vincent Pilette
		Name:	Vincent Pilette
		Title:	Chief Executive Officer




 


[Signature Page
to Second Amendment to Symantec II Investment Agreement]


 






    


     


    

 





	 	FF BEARCAT HOLDINGS, LP




 


		By:	Bain Capital Investors, LLC, its general partner






 


		By:	/s/David Humphrey
		Name:	David Humphrey
		Title: 	Authorized Signatory




 


	 	BC BEARCAT SPV, LP
	 	 
	 	By:	BC Bearcat SPV GP, LLC, its general partner
	 	 
	 	By:	/s/David Humphrey
	 	Name:	David Humphrey
	 	Title:	Authorized Signatory



 





[Signature Page to Second Amendment to
Symantec II Investment Agreement]







 






    


     


    

  


	 	BCIP VENTURE ASSOCIATES




 


		By:	Boylston Coinvestors, LLC, as managing partner



 





	 	By:	/s/Paul Zurlo
	 	Name: 	Paul Zurlo
	 	Title:	Managing Director
	 	 
	 	BCIP VENTURE ASSOCIATES-B




 


		By:	Boylston Coinvestors, LLC, as managing partner



 


	 	By:	/s/Paul Zurlo
	 	Name: 	 Paul Zurlo
	 	Title:	Managing Director



 


[Signature Page
to Second Amendment to Symantec II Investment Agreement]


 






    


     


    







 


	 	BCIP ASSOCIATES IV (US), L.P.
	 	 
	 	By:	Boylston Coinvestors, LLC, its general partner
	 	 
	 	By:	/s/David Humphrey
	 	Name:	David Humphrey
	 	Title:	Authorized Signatory
	 	 
	 	BCIP ASSOCIATES IV-B (US), L.P.
	 	 
	 	By:	Boylston Coinvestors, LLC, its general partner
	 	 
	 	By:	/s/David Humphrey
	 	Name:	David Humphrey
	 	Title:	Authorized Signatory
	 	 
	 	BCIP T ASSOCIATES IV (US), L.P.
	 	 
	 	By:	Boylston Coinvestors, LLC, its general partner
	 	 
	 	By:	/s/David Humphrey
	 	Name:	David Humphrey
	 	Title:	Authorized Signatory
	 	 
	 	BCIP T ASSOCIATES IV-B (US), L.P.
	 	 
	 	By:	Boylston Coinvestors, LLC, its general partner
	 	 
	 	By:	/s/David Humphrey
	 	Name:	David Humphrey
	 	Title:	Authorized Signatory



 


[Signature Page to Second Amendment to Symantec
II Investment Agreement]


 






    


     


    

 





	 	BROOKSIDE CAPITAL PARTNERS FUND, L.P.




 


		By:	Brookside Capital Investors, L.P., its general partner



 


		By:	Bain Capital Public Equity Management, LLC, its general partner



 





		By:	/s/Andrew S. Viens
		Name:	Andrew S. Viens
		Title:  	Managing Director




 


[Signature Page
to Second Amendment to Symantec II Investment Agreement]


 






    


     


    

 


	 	SILVER LAKE PARTNERS IV CAYMAN (AIV II), L.P.




 





		By:	Silver Lake Technology Associates IV Cayman, L.P., its general partner



 


		By:	Silver Lake (Offshore) AIV GP IV, Ltd., its general partner



 


		By:	/s/Kenneth Hao
		 Name: 	Kenneth Hao
		Title:	Director



 


[Signature Page to Second Amendment to Symantec II Investment
Agreement]


 






    


     


    

 


 


	 	SLP IV STAR HOLDINGS, L.P.
	 
	 	By: SLP IV Star GP, L.L.C., its general partner




 


		By:	/s/Kenneth Hao
	 	Name:	Kenneth Hao
	 	Title:	Director




 


[Signature Page
to Second Amendment to Symantec II Investment Agreement]


 






    


     


    

  


EXHIBIT
A


 


FORM OF SUPPLEMENTAL INDENTURE


 






    


     


    





 


EXHIBIT A


 


FIRST SUPPLEMENTAL
INDENTURE


 


This
FIRST SUPPLEMENTAL INDENTURE, dated [●] (this “Supplemental Indenture”), is made and entered into by NortonLifeLock
Inc. (formerly known as Symantec Corporation), a Delaware corporation (the “Company”), and Wells Fargo Bank,
National Association, a national banking association, as trustee (in such capacity, the “Trustee”). Capitalized
terms used herein and not otherwise defined have the meanings set forth in the Base Indenture referred to below.


 


RECITALS


 


A.
Section 9.02 of the Indenture, dated August 1, 2016, by and between the Company and the Trustee (the “Base Indenture”
and, together with this Supplemental Indenture, the “Indenture”) provides that the Company may amend or supplement
the Base Indenture or the Securities with the written consent of the Holders of at least a majority in aggregate principal amount
of the outstanding Securities and in compliance with Section 4.18 of the Investment Agreement (provided that any amendment or supplement
to the Base Indenture that extends the stated maturity of the principal of any Security or makes other specified changes requires
the consent of the Holder of each outstanding Security affected).


 


B.
Each Holder has executed a written instrument consenting to the extension of the maturity date of the Securities and certain other
amendments in relation to the extended maturity date.


 


NOW,
THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto agree, subject to the terms
and conditions hereinafter set forth, as follows for the benefit of the Trustee and the Holders of the Securities:


 


Section
1. Preamble. The second sentence of the preamble of the Base Indenture is hereby amended and restated as follows:


 


“Each
party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below)
of the Company’s 2.00% Convertible Senior Notes due 2022 (the “Securities”).”


 


Section
2. Definitions. The following terms in Section 1.01 of the Base Indenture are amended and restated as follows:


 


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



 






     


     


    

 


		(b)	“Investment Agreement” means the
Investment Agreement, dated as of June 12, 2016, by and among Symantec Corporation and the several purchasers party thereto, as
amended on July 31, 2016 and November 11, 2019.



 


		(c)	“Maturity Date” means
August 15, 2022.



 


		(d)	“Observation Period,” with respect to any Security surrendered for conversion,
means: (i) if the relevant Conversion Date occurs prior to the 27th Scheduled Trading Day immediately preceding the Maturity Date,
the 25 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion
Date; and (ii) if the relevant Conversion Date occurs on or after the 27th Scheduled Trading Day immediately preceding the Maturity
Date, the 25 consecutive Trading Days beginning on, and including, the 27th Scheduled Trading Day immediately preceding the Maturity
Date; provided, however, that the observation period with respect to any Sponsor Security surrendered for conversion
in accordance with Section 10.02(a)(v) shall be determined as specified in Section 10.02(a)(v).



 


Section
3. Conversion Privilege. Section 10.01 of the Base Indenture is amended and restated as follows:


 


    “Conversion
Privilege. 


 


(a) Subject
to the limitations of Section 10.02, Section 10.11 and the settlement provisions of Section 10.14(c), and upon compliance with
the provisions of this Article 10, each Holder of a Security 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 a multiple thereof) of such Security (i) with respect
to any Sponsor Securities, at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Maturity
Date and (ii) with respect to any Securities that are not Sponsor Securities, (A) at any time prior to the close of business on
the Business Day immediately preceding February 15, 2022 under the circumstances and during the periods set forth in clause
(d) of this Section 10.01 and (B) irrespective of the circumstances set forth in clause (d) of
this Section 10.01, on or after February 15, 2022 and prior to the Close of Business on the Scheduled Trading Day immediately
preceding the Maturity Date, in each case, at the then applicable Conversion Rate per $1,000 principal amount of Securities (subject
to the settlement provisions of Section 10.02, the “Conversion Obligation”).


 


(b)
To convert its Security, a Holder of a Physical Security must (i) complete and manually sign the Conversion Notice, or a facsimile
thereof, with appropriate notarization or signature guarantee, and deliver the completed Conversion Notice or a facsimile thereof
to the Conversion Agent, (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate endorsements and transfer
documents if required by the Registrar or Conversion Agent, (iv) pay all transfer or similar taxes if required pursuant to Section
10.04 and (v) pay funds equal to interest payable on the next Interest Payment Date if so required by Section 10.02(d). If a Holder
holds a beneficial interest in a Global Security, to convert such Security, the Holder must comply with clauses (iv) and (v) above
and the Depository’s procedures for converting a beneficial interest in a Global Security.


 






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(c)
A Holder may convert a portion of the principal amount of a Security if such portion is $1,000 principal amount or an integral
multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion
of such Security.


 


(d)
   If a transaction or event that constitutes a Fundamental Change or Make-Whole Fundamental Change occurs, regardless
of whether a Holder of the Securities has the right to require the Company to repurchase the Securities pursuant to Section
3.01, or if the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially
all of the Company’s assets (other than any merger or binding share exchange, in each case, solely for the purpose of changing
the Company’s jurisdiction of organization that (I) does not constitute a Fundamental Change or a Make-Whole Fundamental
Change and (II) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares
of common stock of the surviving entity and such surviving entity succeeds to all of the Company’s rights and obligations
under this Indenture and is a “United States person” under Section 7701(a)(30) of the U.S. Internal Revenue Code of
1986, as amended), in each case pursuant to which Common Stock would be converted into cash, securities or other assets, then all
or any portion of a Holder’s Securities that are not Sponsor Securities may be surrendered for conversion at any time from
or after the date that is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction (or, if later, the
Business Day after the Company gives notice of such transaction) until 35 Trading Days after the actual effective date of such
transaction or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date.
The Company shall notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) (i) as promptly as practicable
following the date the Company publicly announces such transaction but in no event less than 35 Scheduled Trading Days prior to
the anticipated effective date of such transaction; or (ii) if the Company does not have knowledge of the anticipated effective
date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date of such transaction, then within
two Business Days of the earlier of (x) the date upon which the Company receives notice, or otherwise becomes aware, the anticipated
effective date of such transaction and (y) the actual effective date of such transaction.”


 


Section
4. Conversion Procedure and Payment Upon Conversion.


 


(a)
The first paragraph of Section 10.02(a)(v) is amended and restated as follows:


 


“(v)
Notwithstanding anything herein to the contrary, the Company hereby initially elects to satisfy its Conversion Obligation
with respect to any conversion of Sponsor Securities by Combination Settlement with a Specified Dollar Amount of $1,000 per
$1,000 principal amount of Securities. The Company may change its Settlement Method election (and, in the case of Combination
Settlement, the Specified Dollar Amount) with respect to any conversion of Sponsor Securities by delivering a notice that
specifies the newly elected Settlement Method and, in the case of Combination Settlement, the applicable Specified Dollar
Amount (the “Sponsor Settlement Notice”) to the Holders of the Sponsor Securities, and such newly elected
Settlement Method (and, in the case of Combination Settlement, the Specified Dollar Amount) shall be effective no earlier
than ten (10) Trading Days after the date on which such Sponsor Settlement Notice was received by the Holder. In the event
any Holder(s) of Sponsor Securities exercises its right to convert all or any portion of such Sponsor Securities, such Holder
may specify in the Conversion Notice delivered to the Company that the relevant observation period for purposes of
determining the Daily Settlement Amount, in the case of Combination Settlement, and Daily Conversion Values, in the case of
Cash Settlement, with respect to such Sponsor Securities shall be (x) the Observation Period or (y) the 25
consecutive Trading Day period beginning on, and including, the 25th Trading Day immediately preceding the applicable
Conversion Date and ending on the Trading Day immediately preceding such Conversion Date (such period, the
 “Alternative Observation Period”). If such Holder specifies use of the Alternative Observation Period, the
Company shall promptly, following the last Trading Day of the Observation Period, (x) determine the Daily Settlement Amount
or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering any fractional
shares of Common Stock, in each case, based on the Alternative Observation Period and (y) notify the Trustee, the Conversion
Agent (if other than the Trustee) and such Holder of Sponsor Securities being so converted of the Daily Settlement Amount or
the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering any fractional shares
of Common Stock. If such Holder specifies use of the Observation Period, the Company shall promptly (x) determine the Daily
Settlement Amount or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering
any fractional shares of Common Stock, in each case, based on the Observation Period and (y) notify the Trustee, the
Conversion Agent (if other than the Trustee) and such Holder of Sponsor Securities being so converted of the Daily Settlement
Amount or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering any
fractional shares of Common Stock. If such Holder fails to specify the observation period in such Conversion Notice, such
Holder will be deemed to have elected the Alternative Observation Period.”


 






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(b)
Section 10.02(b) is amended and restated as follows:


 


“(b) Each conversion shall be
deemed to have been effected as to any Securities surrendered for conversion at the Close of Business on the applicable Conversion
Date; provided, however, that the Person in whose name any shares of the Common Stock shall be issuable upon such
conversion shall become the holder of record of such shares as of the Close of Business on such Conversion Date (in the case of
Physical Settlement or any conversion of Sponsor Securities to which the Alternative Observation Period applies pursuant to Section
10.02(a)) or the last Trading Day of the relevant Observation Period (in the case of Combination Settlement of Securities other
than Sponsor Securities and in the case of any conversion of Sponsor Securities to which the Observation Period applies pursuant
to Section 10.02(a)). Prior to such time, a Holder receiving Common Stock upon conversion shall not be entitled to any rights relating
to such Common Stock, including, among other things, the right to vote and receive dividends and notices of shareholder meetings.
The Company will determine the Conversion Date and the last Trading Day of the relevant Observation Period or Alternative Observation
Period, as applicable, in accordance with the requirements set forth herein and notify the Trustee of the same.”


 






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(c)
Section 10.02(c) is amended and restated as follows:


 


“(c) In the case of any conversion
of Securities other than the Sponsor Securities and in the case of any conversion of Sponsor Securities to which the Observation
Period applies pursuant to Section 10.02(a), the Company shall pay or deliver, as the case may be, the consideration due in respect
of the Conversion Obligation on the later of (i) the third Business Day immediately following the relevant Conversion Date and
(ii) the third Business Day immediately following the last Trading Day of the relevant Observation Period, as applicable. In the
case of any conversion of Sponsor Securities to which the Alternative Observation Period applies pursuant to Section 10.02(a),
the Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion Obligation on the third
Business Day immediately following the relevant Conversion Date unless otherwise specified in the written notice referred to in
the proviso below; provided, however, that (i) to the extent all or a portion of the Conversion Obligation is paid
in cash, such cash shall not be due until the earlier of (A) the 30th Business Day immediately following the relevant Conversion
Date and (B) the Maturity Date, and (ii) to the extent all or a portion of the Conversion Obligation is to be paid in shares of
Common Stock, such shares shall be delivered on the day specified in a written notice from the beneficial owner(s) of the Sponsor
Securities being converted that is delivered to the Company on or prior to the second Business Day immediately following the relevant
Conversion Date, which delivery date (in respect of such shares of Common Stock) shall be no earlier than the third Business Day
immediately following the relevant Conversion Date and be no later than the seventh Business Day immediately following the relevant
Conversion Date (it being understood that if no such notice is delivered to the Company, then the Company shall deliver such shares
on the third Business Day immediately following the relevant Conversion Date). Such written notice shall include a certification
therein that the beneficial owners delivering such written notice are holders that hold beneficial interests in the Sponsor Securities
subject to conversion. If any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued,
and deliver or cause to be delivered to such Holder, or such Holder's nominee(s) or transferee(s), certificates or a book-entry
transfer through the Depository for the full number of Common Stock to which such Holder shall be entitled in satisfaction of the
Company's Conversion Obligation.”


 


Section
5. Amendment to Section 10.06(d). Notwithstanding Section 10.06(d) or any other provision of the Indenture or the Securities,
for purposes of calculating the Conversion Rate adjustment pursuant to Section 10.06(d) with respect to the payment of the Special
Dividend (as defined in the Investment Agreement), SP0 shall equal $24.0580 (as adjusted for any stock split, stock
dividend, reverse stock split or stock combination occurring on or after November 11, 2019).


 


Section
6. Make-Whole Fundamental Change. Section 10.14(b) of the Base Indenture is amended and restated as follows:


 


“(b)
As used herein, “Make-Whole Applicable Increase” shall mean, with respect to a Make-Whole Fundamental
Change, the amount, set forth in the following table, which corresponds to the Effective Date and the Applicable Price of
such Make-Whole Fundamental Change:


 


	 	 	Applicable Price	 
	Effective Date	 		$ 8.67	 	 		$ 9.00	 	 		$ 10.00	 	 		$ 10.23	 	 		$ 11.00	 	 		$ 12.00	 	 		$ 13.00	 	 		$ 14.00	 	 		$ 15.00	 	 		$ 17.50	 	 		$ 20.00	 
	November 11, 2019	 	 	17.6039	 	 	 	15.0267	 	 	 	9.0720	 	 	 	8.0254	 	 	 	5.2064	 	 	 	2.7742	 	 	 	1.3092	 	 	 	0.4857	 	 	 	0.0907	 	 	 	0.0000	 	 	 	0.0000	 
	August 15, 2020	 	 	17.6039	 	 	 	15.0089	 	 	 	8.6460	 	 	 	7.5494	 	 	 	4.6564	 	 	 	2.2725	 	 	 	0.9285	 	 	 	0.2321	 	 	 	0.0120	 	 	 	0.0000	 	 	 	0.0000	 
	August 15, 2021	 	 	17.6039	 	 	 	14.3244	 	 	 	7.2010	 	 	 	6.0401	 	 	 	3.1718	 	 	 	1.1583	 	 	 	0.2900	 	 	 	0.0214	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 
	August 15, 2022	 	 	17.6039	 	 	 	13.3656	 	 	 	2.2540	 	 	 	0.0059	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 




 






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provided, however,
that:


 


(i)       if
the actual Applicable Price of such Make-Whole Fundamental Change is between two (2) Applicable Prices listed in the table above
under the row titled “Applicable Price,” or if the actual Effective Date of such Make-Whole Fundamental Change is between
two Effective Dates listed in the table above in the column immediately below the title “Effective Date,” then the
Make-Whole Applicable Increase for such Make-Whole Fundamental Change shall be determined by linear interpolation between the Make-Whole
Applicable Increases set forth for such higher and lower Applicable Prices, or for such earlier and later Effective Dates based
on a three hundred and sixty five (365) day year, as applicable;


 


(ii)       if
the actual Applicable Price of such Make-Whole Fundamental Change is greater than $20.00 per share (subject to adjustment in the
same manner as the Applicable Prices pursuant to Section 10.14(b)(iii)), or if the actual Applicable Price of such Make-Whole Fundamental
Change is less than $8.67 per share (subject to adjustment in the same manner as the Applicable Prices pursuant to Section 10.14(b)(iii)),
then the Make-Whole Applicable Increase shall be equal to zero (0);


 


(iii)       if
an event occurs that requires, pursuant to this Article 10 (other than solely pursuant to this Section 10.14), an adjustment to
the Conversion Rate, then, on the date and at the time such adjustment is so required to be made, each Applicable Price set forth
in the table above under the column titled “Applicable Price” shall be deemed to be adjusted so that such Applicable
Price, at and after such time, shall be equal to the product of (A) such Applicable Price as in effect immediately before such
adjustment to such Applicable Price and (B) a fraction the numerator of which is the Conversion Rate in effect immediately before
such adjustment to the Conversion Rate and the denominator of which is the Conversion Rate to be in effect, in accordance with
this Article 10, immediately after such adjustment to the Conversion Rate;


 


(iv)       each
Make-Whole Applicable Increase amount set forth in the table above shall be adjusted in the same manner, for the same events and
at the same time as the Conversion Rate is required to be adjusted pursuant to Section 10.06 through Section 10.13; and”


 


Section
7. Form of Certificate of Transfer. Paragraphs 3 and 4 of Exhibit D of the Base Indenture are amended and restated as
follows:


 


“3.      ̈ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY THAT IS A SPONSOR GLOBAL SECURITY
IN ACCORDANCE WITH THE INVESTMENT AGREEMENT. The Transfer is being effected pursuant to and in accordance with Section 4.16(b)
of the Investment Agreement.


 


4.        ̈ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY THAT IS A SPONSOR GLOBAL SECURITY
IN ACCORDANCE WITH THE INVESTMENT AGREEMENT. The Transfer is being effected pursuant to and in accordance with Section 4.16(b)
of the Investment Agreement.”


 






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Section 8.
Form of Conversion Notice. Attachment 2 to Exhibit A to the Base Indenture is hereby amended by adding the following as
the new second paragraph of such form:


 


“Elected
observation period pursuant to Section 10.02(a) (circle one):


 


	Observation Period	Alternative Observation Period”




 


Section
9. Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.


 


Section 10.
Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages
by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties
hereto and may be used in lieu of the original Supplemental 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 11.
Trustee Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Company, and
the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency
of this Supplemental Indenture.


 


Section
12. No Other Amendments. Except as expressly set forth herein, all other terms of the Base Indenture shall remain in
full force and effect.


 


Section
13. Condition of Effectiveness. If (i) the Special Dividend (as defined in the Investment Agreement) is not declared
by the expiration of the tenth (10th) Business Day following the Notice Period (as defined in the Investment Agreement)
or (ii) the Special Payment (as defined in the Investment Agreement) is not paid by the Distribution Outside Date (as defined in
the Investment Agreement), then Section 2(c) and Sections 3, 5 and 6 of this Supplemental Indenture shall be null and void and
shall not be deemed to have amended or modified the rights and obligations under the Base Indenture in any way.


 


[Signature Page
Follows]


 






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


 


 


	 	NORTONLIFELOCK INC.
	 	 
	 	By:	                 
	 	Name:
	 	Title:
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, Registrar,
	 	Paying Agent and Conversion Agent
	 	 
	 	By:	 
	 	Name:
	 	Title:




 






     


     


    

 


EXHIBIT B


 


FORM OF NEW NOTES INDENTURE


 






     


     


    

 



 


EXHIBIT B


 


 


NORTONLIFELOCK
INC.


 


and


 


Wells
Fargo Bank, National Association


 


as
Trustee


 


 






 


INDENTURE


 


Dated
as of [DATE OF ISSUANCE]


 


 






 


2.00%
CONVERTIBLE SENIOR NOTES DUE 2022


 


 









     


     


    

 


TABLE OF CONTENTS


 





 



 










	 	Page
	Article 1

 Definitions
	Section 1.01.   Definitions	2
	Section 1.02.   Other Definitions	10
	Section 1.03.   Rules of Construction	10
	Section 1.04.   Incorporation by Reference of Trust Indenture Act	11
	Section 1.05.   References to Interest	12
	 	 
	Article 2

 The Securities
	 
	Section 2.01.   Form and Dating	12
	Section 2.02.   Execution and Authentication	12
	Section 2.03.   Registrar, Paying Agent and Conversion Agent	13
	Section 2.04.   Paying Agent to Hold Money in Trust	14
	Section 2.05.   Holder Lists	14
	Section 2.06.   Transfer and Exchange	14
	Section 2.07.   Replacement Securities	15
	Section 2.08.   Outstanding Securities	15
	Section 2.09.   Securities Held by the Company or an Affiliate	16
	Section 2.10.   Temporary Securities	16
	Section 2.11.   Cancellation	17
	Section 2.12.   Defaulted Interest	17
	Section 2.13.   CUSIP Numbers	17
	Section 2.14.   Deposit of Moneys	17
	Section 2.15.   Book-Entry Provisions for Global Securities	18
	Section 2.16.   Special Transfer Provisions	22
	Section 2.17.   Restrictive Legends	23
	 	 
	Article 3

 Repurchase
	 
	Section 3.01.   Repurchase at Option of Holder Upon a Fundamental Change	24
	 	 
	Article 4

 Covenants
	 
	Section 4.01.   Payment of Securities	28
	Section 4.02.   Maintenance of Office or Agency	29
	Section 4.03.   Annual Reports	29
	Section 4.04.   Compliance Certificate	30
	Section 4.05.   Stay, Extension and Usury Laws	30
	Section 4.06.   Notice of Default	30



 






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	Article 5

 Successors
	 
	Section 5.01.   When Company May Merge, Etc.	31
	Section 5.02.   Successor Substituted	31
	 	 
	Article 6

 Defaults and Remedies
	 
	Section 6.01.   Events of Default	32
	Section 6.02.   Acceleration	34
	Section 6.03.   Other Remedies	35
	Section 6.04.   Waiver of Past Defaults	36
	Section 6.05.   Control by Majority	36
	Section 6.06.   Limitation on Suits	36
	Section 6.07.   Rights of Holders to Receive Payment and to Convert Securities	37
	Section 6.08.   Collection Suit by Trustee	37
	Section 6.09.   Trustee May File Proofs of Claim	37
	Section 6.10.   Priorities	38
	Section 6.11.   Undertaking for Costs	38
	 	 
	Article 7

 Trustee
	 
	Section 7.01.   Duties of Trustee	38
	Section 7.02.   Rights of Trustee	39
	Section 7.03.   Individual Rights of Trustee	41
	Section 7.04.   Trustee’s Disclaimer	41
	Section 7.05.   Notice of Defaults	41
	Section 7.06.   Compensation and Indemnity	41
	Section 7.07.   Replacement of Trustee	42
	Section 7.08.   Successor Trustee by Merger, Etc.	43
	Section 7.09.   Eligibility; Disqualification	43
	Section 7.10.   Preferential Collection of Claims Against Company	43
	Section 7.11.   Reports by Trustee to Holders	43
	 	 
	Article 8

 Discharge of Indenture
	 
	Section 8.01.   Termination of the Obligations of the Company	43
	Section 8.02.   Application of Trust Money	44
	Section 8.03.   Repayment to Company	44
	Section 8.04.   Reinstatement	44



 






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	Article 9

 Amendments
	 
	Section 9.01.   Without Consent of Holders	45
	Section 9.02.   With Consent of Holders	46
	Section 9.03.   Revocation and Effect of Consents	47
	Section 9.04.   Notation on or Exchange of Securities	47
	Section 9.05.   Trustee Protected	47
	Section 9.06.   Effect of Supplemental Indentures	48
	 	 
	Article 10

 Conversion
	 
	Section 10.01.   Conversion Privilege	48
	Section 10.02.   Conversion Procedure and Payment Upon Conversion	48
	Section 10.03.   Cash in Lieu of Fractional Shares	52
	Section 10.04.   Taxes on Conversion	53
	Section 10.05.   Company to Provide Common Stock	53
	Section 10.06.   Adjustment of Conversion Rate	53
	Section 10.07.   No Adjustment	63
	Section 10.08.   Other Adjustments	64
	Section 10.09.   Adjustments for Tax Purposes	64
	Section 10.10.   Notice of Adjustment and Certain Events	64
	Section 10.11.   Effect of Reclassifications, Consolidations, Mergers, Binding Share Exchanges or Sales on Conversion
Privilege	65
	Section 10.12.   Trustee’s Disclaimer	66
	Section 10.13.   Rights Distributions Pursuant to Shareholders’ Rights Plans	67
	Section 10.14.   Increased Conversion Rate Applicable to Certain Securities Surrendered in Connection with Make-Whole
Fundamental Changes	67
	Section 10.15.   Applicable Stock Exchange Restrictions	69
	 	 
	Article 11

 Concerning the Holders
	 
	Section 11.01.   Action by Holders	70
	Section 11.02.   Proof of Execution by Holders	70
	Section 11.03.   Persons Deemed Absolute Owners	70
	 	 
	Article 12

 Holders’ Meetings
	 
	Section 12.01.   Purpose of Meetings	71
	Section 12.02.   Call of Meetings by Trustee	71
	Section 12.03.   Call of Meetings by Company or Holders	71
	Section 12.04.   Qualifications for Voting	72
	Section 12.05.   Regulations	72
	Section 12.06.   Voting	72
	Section 12.07.   No Delay of Rights by Meeting	73



 






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	Article 13

 Miscellaneous
	 
	Section 13.01.   Notices	73
	Section 13.02.   Communication by Holders with Other Holders	75
	Section 13.03.   Certificate and Opinion as to Conditions Precedent	75
	Section 13.04.   Statements Required in Certificate or Opinion	75
	Section 13.05.   Rules by Trustee and Agents	76
	Section 13.06.   Legal Holidays	76
	Section 13.07.   Duplicate Originals	76
	Section 13.08.   Facsimile and PDF Delivery of Signature Pages	76
	Section 13.09.   Governing Law	76
	Section 13.10.   No Adverse Interpretation of Other Agreements	77
	Section 13.11.   Successors	77
	Section 13.12.   Separability	77
	Section 13.13.   Table of Contents, Headings, Etc.	77
	Section 13.14.   Calculations in Respect of the Securities	77
	Section 13.15.   No Personal Liability of Directors, Officers, Employees or Shareholders	78
	Section 13.16.   Force Majeure	78
	Section 13.17.   Trust Indenture Act Controls	78
	Section 13.18.   No Security Interest Created	78
	Section 13.19.   Benefits of Indenture.	78
	Section 13.20.   Withholding	79
	Section 13.21.   U.S.A. Patriot Act	79


 


EXHIBITS


 


	Exhibit A 	Form of Security
	Exhibit B-1A	Form of Security Private Placement Legend
	Exhibit B-1B	Form of Common Stock Private Placement Legend
	Exhibit B-2	Form of Legend for Global Security
	Exhibit C	Form of Notice of Transfer Pursuant to Registration Statement
	Exhibit D	Form of Certificate of Transfer
	Exhibit E	Form of Certificate of Exchange




 






    xi


     


    

 


NORTONLIFELOCK
INC.


Reconciliation and tie between Trust Indenture
Act of 1939 and

Indenture, dated as of [DATE OF ISSUANCE]


 


	§ 310(a)(1)	7.09
	(a)(2)	7.09
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(a)(5)	7.09
	(b)	7.09
	§ 311(a)	7.10
	(b)	7.10
	(c)	Not Applicable
	§ 312(a)	2.05
	(b)	13.02
	(c)	13.02
	§ 313(a)	7.11
	(b)(1)	7.11
	(b)(2)	7.11
	(c)	7.11
	(d)	7.11
	§ 314(a)	4.03, 13.01, 13.04
	(b)	Not Applicable
	(c)(1)	13.03
	(c)(2)	13.03
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	13.04
	(f)	Not Applicable
	§ 315(a)	7.01
	(b)	7.05
	(c)	7.01
	(d)	7.01
	(e)	6.11
	§ 316(a)(last sentence)	2.09
	(a)(1)(A)	6.05
	(a)(1)(B)	6.04
	(a)(2)	Not Applicable
	(b)	6.07
	(c)	2.12
	§ 317(a)(1)	6.08
	(a)(2)	6.09
	(b)	2.04
	§ 318(a)	13.17




 


Note: This reconciliation and tie shall not, for any purpose,
be deemed to be part of the Indenture.


 









      


     


    

 



 


INDENTURE, dated as of [DATE
OF ISSUANCE], between NortonLifeLock Inc. (formerly known as Symantec Corporation), a Delaware corporation (the “Company,”
as more fully set forth in Section 1.01), and Wells Fargo Bank, National Association, a national banking association organized
under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).


 


Each party agrees as follows for the benefit
of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Company’s 2.00%
Convertible Senior Notes due 2022 (the “Securities”).


 


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.


 


“Additional Interest”
means all amounts, if any, payable pursuant to Section 6.02(b), as applicable.


 


“Affiliate” means, with
respect to a specified Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For this purpose, “control” shall mean the power to direct the management
and policies of a Person through the ownership of securities, by contract or otherwise.


 


“Applicable Procedures”
means, with respect to any transfer or exchange of or for the beneficial interests in any Global Security, the rules and procedures
of the Depository that apply to such transfer or exchange.


 


“Bankruptcy Law” means
Title 11, U.S. Code or any similar U.S. Federal or State law for the relief of debtors, or any analogous foreign law applicable
to the Company or its Subsidiaries, as the case may be.


 


“Bankruptcy Custodian”
means any receiver, trustee, liquidator or similar official under any Bankruptcy Law.


 


“Board of Directors”
means the board of directors of the Company or any committee thereof authorized to act for it.


 


“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.


 






    2


     


    

 


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


 


“Capital Stock” of any
Person means any and all shares, interests, participations or other equivalents (however designated) of capital stock of such Person
and all warrants or options to acquire such capital stock.


 


“Change in Control” shall
be deemed to have occurred at such time as:


 


(a)       any
 “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), files a
Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or
indirect “beneficial owner” (as that term is used in Rule 13d-3 under the Exchange Act) of more than fifty percent
(50%) of the total outstanding voting power of all classes of the Company’s Capital Stock entitled to vote generally in the
election of directors (“Voting Stock”);


 


(b)       the
consummation of a sale, transfer, lease, conveyance or other disposition, in one or a series of related transactions, of all or
substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, to any “person”
or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Company and/or
one or more of the Company’s direct or indirect Subsidiaries (for the avoidance of doubt a merger or consolidation of the
Company with or into another Person is not subject to this clause (b));


 


(c)       any
transaction or series of related transactions is consummated in connection with which (whether by means of merger, exchange, liquidation,
tender offer, consolidation, combination, reclassification, recapitalization, acquisition or otherwise) all or substantially all
of the Common Stock are exchanged for, converted into, acquired for or constitutes solely the right to receive other securities,
other property, assets or cash, but excluding the consummation of any merger, exchange, tender offer, consolidation or acquisition
of the Company with or by another Person pursuant to which the Persons that “beneficially owned,” directly or indirectly,
the shares of the Company’s Voting Stock immediately prior to such transaction “beneficially own,” directly or
indirectly, immediately after such transaction, shares of the surviving, continuing or acquiring corporation’s Voting Stock
representing at least a majority of the total outstanding voting power of all outstanding classes of Voting Stock of the surviving,
continuing or acquiring corporation in substantially the same proportion relative to each other as such ownership immediately prior
to such transaction, other than changes in proportionality as a result of any cash/stock election provided under the terms of the
definitive agreement regarding such transaction; or


 


(d)        the
adoption of a plan relating to the Company’s liquidation or dissolution.


 


Notwithstanding the foregoing, (x) any transaction
that constitutes a Change in Control pursuant to both clause (a) and clause (c) shall be deemed a Change in Control solely under
clause (c) above and (y) a transaction or transactions described in any of clause (a) through (c) above (including any merger of
the Company solely for the purpose of changing the Company’s jurisdiction of incorporation) shall not constitute a “Change
in Control” if (i) at least ninety percent (90%) of the consideration received or to be received by holders of the Common
Stock or Reference Property into which the Securities have become convertible pursuant to Section 10.11 (other than cash payments
for fractional shares or pursuant to statutory appraisal rights) in connection with such transaction or transactions consists of
common equity listed or quoted on The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or
any of their respective successors) (or which will be so traded when issued or exchanged in connection with such consolidation
or merger) and (ii) as a result of such transaction or transactions, the Securities become convertible or exchangeable for such
consideration pursuant to Section 10.11.


 






    3


     


    

 


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


 


“Closing Sale Price”
on any date means the per share price of the Common Stock on such date, determined (i) on the basis of the closing sale price per
share (or if no closing sale price per share 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 the composite transactions for the
Relevant Stock Exchange; or (ii) if the Common Stock is not listed on a U.S. national securities exchange on the relevant date,
the last quoted bid price for the Common Stock on the relevant date, as reported by OTC Markets Group, Inc. or a similar organization;
provided, however, that in the absence of any such report or quotation, the “Closing Sale Price”
shall be the price determined by a nationally recognized independent investment banking firm retained by the Company for such purpose
as most accurately reflecting the per share price that a fully informed buyer, acting on his own accord, would pay to a fully informed
seller, acting on his own accord in an arms-length transaction, for one share of Common Stock. The Closing Sale Price shall be
determined without reference to after-hours or extended market trading.


 


“Company” means the party
named as such above until a successor replaces it pursuant to the applicable provision hereof and thereafter means the successor.
The foregoing sentence shall likewise apply to any such successor or subsequent successor.


 


“Company Order” means
a written request or order signed on behalf of the Company by an Officer and delivered to the Trustee.


 


“Common Stock” means
the common stock, par value $0.01 per share, of the Company at the date of this Indenture, subject to Section 10.11.


 


“Conversion Date” with
respect to a Security means the date on which a Holder satisfies all the requirements for such conversion specified under Section
10.01(b).


 


“Conversion Notice” means
a “Conversion Notice” in the form attached as Attachment 2 to the Form of Security attached hereto as Exhibit A.


 


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


 






    4


     


    

 


“Conversion Rate” shall
initially be 48.9860, subject to adjustment as provided in Article 10.


 


“Corporate Trust Office of the
Trustee” means the principal office of the Trustee at which at any time this Indenture shall be administered, which office
as of the date hereof is located at 333 S. Grand Avenue, 5th Floor, Suite 5A, MAC: E2064-05A, Los Angeles, CA 90071
Attention: Corporate, Municipal and Escrow Services. With respect to presentation for transfer or exchange, conversions or principal
payment, such address shall be 608 2nd Avenue South, Minneapolis, MN 55402, attention: Bondholder Communications, or
such other address as the Trustee may designate from time to time by written 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 written notice to the Holders and the Company).


 


“Daily Conversion Value”
means, for each Trading Day during the Observation Period, one-twenty-fifth 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 25.


 


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


 


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


 


“Depository” means The
Depository Trust Company, its nominees and successors.


 






    5


     


    

 


“Ex Date” means the first
date on which the Common Stock trades on the Relevant Stock Exchange, 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 the Relevant Stock Exchange
(in the form of due bills or otherwise) as determined by the Relevant Stock Exchange.


 


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


 


“Fundamental Change”
shall be deemed to occur upon the occurrence of either a Change in Control or a Termination of Trading.


 


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


 


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


 


“Indirect Participant”
means a Person who holds a beneficial interest in a Global Security through a Participant.


 


“Interest Payment Date”
means February 15 and August 15 of each year, beginning on February 15, 2020.


 


“Investment Agreement”
means the Investment Agreement, dated as of June 12, 2016, by and among Symantec Corporation and the several purchasers party thereto,
as amended on July 31, 2016 and November 11, 2019.


 


“Issue Date” means [DATE
OF ISSUANCE].


 


“Make-Whole Fundamental Change”
means an event described in the definition of Fundamental Change, after giving effect to any exceptions to or exclusions from the
definition of Change in Control (including, without limitation, the exception described in the paragraph immediately following
such clauses), but without regard to the exclusion set forth in clause (c) of the definition of Change in Control.


 


“Market Disruption Event”
means, with respect to the Common Stock or any other security, (i) a failure by the Relevant Stock Exchange to open for trading
during its regular trading session or (ii) the occurrence or existence for more than one-half hour period in the aggregate on any
Scheduled Trading Day for Common Stock or such other security of any suspension or limitation imposed on trading (by reason of
movements in price exceeding limits permitted by the Relevant Stock Exchange or otherwise) of the Common Stock or such other security
or in any options contracts or future contracts relating to the Common Stock or such other security, and such suspension or limitation
occurs or exists at any time before 1:00 p.m., New York City time, on such day.


 


“Maturity Date” means
August 15, 2022.


 






    6


     


    

 


“Observation Period,”
with respect to any Security surrendered for conversion, means: (i) if the relevant Conversion Date occurs prior to the 27th Scheduled
Trading Day immediately preceding the Maturity Date, the 25 consecutive Trading Day period beginning on, and including, the second
Trading Day immediately succeeding such Conversion Date; and (ii) if the relevant Conversion Date occurs on or after the 27th Scheduled
Trading Day immediately preceding the Maturity Date, the 25 consecutive Trading Days beginning on, and including, the 27th Scheduled
Trading Day immediately preceding the Maturity Date; provided, however, that the observation period with respect
to any Sponsor Security surrendered for conversion in accordance with Section 10.02(a)(v) shall be determined as specified in Section
10.02(a)(v)


 


“Officer” means the Chief
Executive Officer, the President, the Chief Financial Officer, Controller, Director of Treasury, the Treasurer, the Secretary,
any Assistant Treasurer, any Assistant Secretary and any Vice President of the Company.


 


“Officers’ Certificate”
means a certificate signed by (i) by the Chief Executive Officer, the President, the Chief Financial Officer or any of the Vice
Presidents of the Company, and (ii) by the Controller, Director of Treasury, Treasurer, any Assistant Treasurer, the Secretary,
any Assistant Secretary or any of the Vice Presidents of the Company, delivered to the Trustee.


 


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


 


“Opinion of Counsel”
means a written opinion that meets the requirements of Section 13.04 from legal counsel who may be an employee of or counsel for
the Company, or other counsel, including counsel for the transferor or transferee, reasonably acceptable to the Trustee.


 


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


 


“Physical Security” means
permanent certificated Securities in registered non-global form issued in denominations of $1,000 principal amount and integral
multiples thereof.


 


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


 


“Record Date” for interest
payable in respect of any Security on any Interest Payment Date means, the February 1 or August 1 (whether or not a Business Day),
as the case may be, immediately preceding such Interest Payment Date.


 


“Relevant Stock Exchange”
means The NASDAQ Global Select Market or, if the Common Stock (or other security for which the Closing Sale Price must be determined)
is not then listed on The NASDAQ Global Select Market, the principal other U.S. national securities exchange or market on which
the Common Stock (or such other security) is then listed.


 






    7


     


    

 


“Repurchase Notice” means
a “Repurchase Notice” in the form attached as Attachment 3 to the form of Security attached hereto as Exhibit
A.


 


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


 


“Restricted Global Security”
means a Global Security that bears the Security Private Placement Legend.


 


“Restricted Security”
means a Security that constitutes a “restricted security” within the meaning of Rule 144(a)(3) under the Securities
Act until such time as such Security is freely tradable by a Person who is not (and has not been for the three months preceding
the applicable transfer) an “affiliate” (as defined in such rule) pursuant to such rule. Each of the Securities issued
on the Issue Date that bear the Security Private Placement Legend shall be Restricted Securities as of the Issue Date.


 


“Scheduled Trading Day”
means a day that is scheduled to be a Trading Day on the Relevant Stock Exchange. If the Common Stock is not listed on any U.S.
national securities exchange, “Scheduled Trading Day” means a Business Day.


 


“SEC” means the Securities
and Exchange Commission.


 


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


 


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


 


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


 


“Specified Dollar Amount”
means the maximum cash amount per $1,000 principal amount of Securities to be received upon conversion as specified in the Settlement
Notice (or deemed specified pursuant to this Indenture) related to any converted Securities (or portion thereof).


 


“Sponsor Global Securities”
means the Global Securities issued and authenticated on the Issue Date with an initial balance of $625,000,000 and identified by
the CUSIP and ISIN numbers set forth in Section 2.13.


 






    8


     


    

 


“Sponsor Securities”
means any Sponsor Global Securities or any temporary Securities or Physical Securities issued in exchange for beneficial interests
in a Sponsor Global Security.


 


“Subsidiary” of any Person
means any corporation, association, partnership or other business entity of which more than 50% of the total voting power of the
shares, interests, participations or other equivalents (however designated) of Capital Stock ordinarily entitled (without regard
to the occurrence of any contingency) to vote in the election of directors, managers, trustees or other voting members of the governing
body thereof is at the time owned or controlled, directly or indirectly, by (a) such Person, (b) such Person and one or more Subsidiaries
of such Person or (c) one or more Subsidiaries of such Person.


 


“Termination of Trading”
shall be deemed to occur if the Common Stock (or other common equity into which the Securities are then convertible) is not listed
for trading on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their
respective successors).


 


“TIA” means the Trust
Indenture Act of 1939, as amended and in effect from time to time.


 


“Trading Day” means a
day on which (i) there is no Market Disruption Event, (ii) trading in the Common Stock generally occurs on the Relevant Stock Exchange
or, if the Common Stock is not then listed on a U.S. national securities exchange, on the principal other market on which the Common
Stock is then traded, and (iii) a Closing Sale Price for the Common Stock is available on such securities exchange or market; provided
that if the Common Stock (or other security for which a Closing Sale Price must be determined) is not so listed or traded, “Trading
Day” means a Business Day.


 


“Trustee” means the party
named as such in this Indenture until a successor replaces it in accordance with the provisions hereof and thereafter means the
successor. The foregoing sentence shall likewise apply to any such successor or subsequent successor.


 


“Unrestricted Global Security”
means a Global Security that does not bear the Security Private Placement Legend.


 






    9


     


    

 


Section 1.02.     
Other Definitions.


 


	Term	 	Defined in Section
	“Applicable Price”	 	10.14(d)
	“Alternative Observation Period”	 	10.02(a)(v)
	“Authorized Officers” 	 	13.01(b)
	“Cash Settlement”	 	10.02(a)
	“Clause A Distribution”	 	10.06(c)
	“Clause B Distribution”	 	10.06(c)
	“Clause C Distribution” “Combination Settlement”	 	10.06(c) 10.02(a)
	“Common Stock Private Placement Legend”	 	2.17
	“Conversion Agent”	 	2.03
	“Conversion Obligation”	 	10.01(a)
	“Distributed Property”	 	10.06(c)
	“Effective Date”	 	10.14(a)
	“Electronic Means” 	 	13.01(b)
	“Event of Default”	 	6.01
	“Fundamental Change Notice”	 	3.01(b)
	“Fundamental Change Repurchase Date”	 	3.01(a)
	“Fundamental Change Repurchase Price”	 	3.01(a)
	“Fundamental Change Repurchase Right”	 	3.01(a)
	“Global Security”	 	2.01
	“HSR Act”  “Instructions” “Make-Whole Applicable Increase” “Make-Whole Conversion Period” “Merger Event”	 	10.02(c) 13.01(c) 10.14(b) 10.14(a) 10.11
	“Participants”	 	2.15
	“Paying Agent”	 	2.03
	“Physical Settlement”	 	10.02(a)
	“Reference Property”	 	10.11
	“Registrar”	 	2.03
	“Repurchase Upon Fundamental Change”	 	3.01(a)
	“Resale Restriction Termination Date”	 	2.17
	“Securities”	 	Preamble
	“Security Private Placement Legend” “Settlement Amount” “Settlement Notice”	 	2.17 10.02(a)(iv) 10.02(a)(iii)
	“Spin-Off”	 	10.06(c)
	“Sponsor Settlement Notice” 	 	10.02(a)(v)
	“Trigger Event”	 	10.06(c)
	“Valuation Period”	 	10.06(c)
	“Voting Stock”	 	1.01
 (Definition of 
 “Change in Control”)



 


Section 1.03.     
Rules of Construction. Unless the context otherwise requires:


 


(i)          
a term has the meaning assigned to it;


 


(ii)         
an accounting term not otherwise defined has the meaning assigned to it in accordance with U.S. generally accepted
accounting principles in effect from time to time;


 


(iii)        
“or” is not exclusive;


 


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


 


(v)         
words in the singular include the plural and in the plural include the singular;


 






    10


     


    

 


(vi)        
provisions apply to successive events and transactions;


 


(vii)       
the term “principal” means the principal of any Security payable under the terms of such Securities,
unless the context otherwise requires;


 


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


 


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


 


(x)         any definition of or reference to any agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified.


 


Section 1.04.     
Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA,
the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture
have the following meanings:


 


“indenture securities”
means the Securities.


 


“indenture security holder”
means a Securityholder.


 


“indenture to be qualified”
means this Indenture.


 


“indenture trustee”
or “institutional trustee” means the Trustee.


 


“obligor” on the indenture
securities means the Company and any successor obligor upon the Securities.


 


All other terms used in this Indenture that
are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and not otherwise defined
herein are used herein as so defined.


 


Section 1.05.     
References to Interest. Unless the context otherwise requires, any reference to interest on, or in respect
of, any Security in this Indenture shall be deemed to include Additional Interest if, in such context, Additional Interest is,
was or would be payable. Unless the context otherwise requires, any express mention of Additional Interest in any provision hereof
shall not be construed as excluding Additional Interest, as the case may be, in those provisions hereof where such express mention
is not made.


 


Article
2

The Securities


 


Section 2.01.     
Form and Dating. The Securities and the Trustee’s certificate of authentication shall be substantially
in the form set forth in Exhibit A, which is incorporated in and forms a part of this Indenture. The Securities may have
notations, legends or endorsements required by law, stock exchange rule or usage; provided that such notations, legends
or endorsements are in a form acceptable to the Company. Each Security shall be dated the date of its authentication.


 






    11


     


    

 


So long as the Securities, or portion thereof,
are eligible for book-entry settlement with the Depository, unless otherwise required by law, subject to Section 2.15, such Securities
may be represented by one or more Securities in global form registered in the name of the Depository or the nominee of the Depository
(“Global Securities”). The transfer and exchange of beneficial interests in any such Global Securities shall
be effected through the Depository in accordance with this Indenture and the Applicable Procedures. Except as provided in Section
2.15, beneficial owners of a Global Security shall not be entitled to have certificates registered in their names, will not receive
or be entitled to receive Physical Securities and such beneficial owners will not be considered Holders of such Global Security.


 


Any Global Securities shall represent such
of the outstanding Securities as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding
Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from
time to time be increased or reduced to reflect issuances, repurchases, conversions, transfers or exchanges permitted hereby. Any
endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented
thereby shall be made by the Trustee or the custodian for the Global Security, at the written direction of the Trustee, in such
manner and upon instructions given by the Holder of such Securities in accordance with this Indenture. Payment of principal of,
and interest on, any Global Securities (including the Fundamental Change Repurchase Price, if applicable) shall be made to the
Depository in immediately available funds.


 


Section 2.02.     
Execution and Authentication. One duly authorized Officer shall sign the Securities for the Company
by manual or facsimile signature.


 


A Security’s validity shall not be
affected by the failure of an Officer whose signature is on such Security to hold, at the time the Security is authenticated, the
same office at the Company.


 


A Security shall not be valid until duly
authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.


 


Upon a Company Order, the Trustee shall
authenticate Securities for original issue in the aggregate principal amount of $625,000,000. The aggregate principal amount of
Securities outstanding at any time may not exceed $625,000,000, subject to the immediately succeeding paragraph and except for
Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to Section 2.07.


 






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The Company may not, without the consent
of Holders of 100% in aggregate principal amount of the outstanding Securities, increase the aggregate principal amount of Securities
by issuing additional Securities in the future (except for Securities authenticated and delivered upon registration of transfer
or exchange for or in lieu of other Securities pursuant to Sections 2.06, 2.07, 2.10, 2.15, 2.16, 2.17, 3.01(h) and 10.02(f)).


 


Upon a Company Order, the Trustee shall
authenticate Securities, including Securities not bearing the Security Private Placement Legend, to be issued to the transferees
when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not
otherwise required under this Indenture to bear the Security Private Placement Legend.


 


The Trustee shall act as the initial authenticating
agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating
agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee
includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as a Securities
Agent to deal with the Company and its Affiliates.


 


If a Company Order pursuant to this Section
2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to endorsement,
delivery or redelivery of a Security that is a Global Security shall be in writing. The Securities shall be issuable only in registered
form without interest coupons and only in minimum denominations of $1,000 principal amount and any integral multiple thereof.


 


Section 2.03.     
Registrar, Paying Agent and Conversion Agent. The Company shall maintain, or shall cause to be maintained,
(i) an office or agency where Securities may be presented for registration of transfer or for exchange (“Registrar”),
(ii) an office or agency where Securities may be presented for payment (“Paying Agent”) and (iii) an office
or agency where Securities may be presented for conversion (“Conversion Agent”). The Registrar shall keep a
register of the Securities and of their transfer and exchange. The Company may appoint or change one or more co-registrars, one
or more additional paying agents and one or more additional conversion agents, subject to providing written notification to the
Trustee of any such new registrar, paying agent or conversion agent, and may act in any such capacity on its own behalf. The term
 “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying
agent; and the term “Conversion Agent” includes any additional conversion agent.


 


The Company shall use reasonable best efforts
to enter into an appropriate agency agreement with any Securities Agent not a party to this Indenture, if any. Such agency agreement,
if any, shall implement the provisions of this Indenture that relate to such Securities Agent. The Company shall notify the Trustee
in writing of the name and address of any Securities Agent not a party to this Indenture. If the Company fails to maintain an entity
other than the Trustee as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such.


 


The Company initially appoints the Trustee
as Paying Agent, Registrar and Conversion Agent.


 


Section 2.04.     
Paying Agent to Hold Money in Trust. Each Paying Agent shall hold in trust for the benefit of the Holders
or the Trustee all moneys held by the Paying Agent for the payment of the Securities, and shall notify the Trustee in writing of
any Default by the Company in making any such payment. While any such Default continues, the Trustee may require a Paying Agent
to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the
Trustee and account for any funds so paid by it. Upon payment over to the Trustee, the Paying Agent shall have no further liability
for such money. If the Company acts as Paying Agent, it shall segregate and hold as a separate trust fund all money held by it
as Paying Agent; provided that the Company may not act as Paying Agent upon the occurrence and continuance of an Event of
Default.


 






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Section 2.05.     
Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of Holders and shall otherwise comply with Section 312(a) of the TIA. If the Trustee
is not the Registrar, the Company shall furnish, or shall cause to be furnished, to the Trustee at least Five Business Days before
each Interest Payment Date and at such other times as the Trustee may request in writing a list, in such form and as of such date
as the Trustee may reasonably require, of the names and addresses of Holders appearing in the security register of the Registrar
and the Company shall otherwise comply with Section 312(a) of the TIA.


 


Section 2.06.     
Transfer and Exchange. Subject to Section 2.15 and Section 2.16, where Securities are presented to
the Registrar with a request to register their transfer or to exchange them for an equal principal amount of Securities of other
authorized denominations, the Registrar shall register the transfer or make the exchange if its requirements under this Indenture
for such transaction are met. To permit registrations of such transfers and exchanges, the Trustee shall authenticate Securities
at the Registrar’s request or upon the Trustee’s receipt of a Company Order therefor. The Company, the Registrar or
the Trustee, as the case may be, shall not be required to register the transfer or exchange of any Security for which a Repurchase
Notice has been delivered, and not withdrawn, in accordance with this Indenture, except if the Company has defaulted in the payment
of the Fundamental Change Repurchase Price with respect to such Security or to the extent that a portion of such Security is not
subject to such Repurchase Notice.


 


No service charge shall be made for any
transfer, exchange or conversion of Securities, but the Company and the Trustee may require payment of a sum sufficient to cover
any documentary, stamp, issue or transfer tax or similar governmental charge that may be imposed in connection with any transfer,
exchange or conversion of Securities, other than exchanges pursuant to Section 2.07, Section 2.10, Section 3.01, Section 9.04 or
Section 10.02, in each case, not involving any transfer.


 


Section 2.07.     
Replacement Securities. If the Holder of a Security claims that the Security has been mutilated, lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate, at the Holder’s expense, a replacement
Security upon surrender to the Trustee of the mutilated Security, or upon delivery to the Trustee of evidence of the loss, destruction
or theft of the Security satisfactory to the Trustee and the Company. In the case of a lost, destroyed or wrongfully taken Security,
if required by the Trustee or the Company, indemnity (including in the form of a bond) must be provided by the Holder that is reasonably
satisfactory to the Trustee and the Company to indemnify and hold harmless the Company, the Trustee or any Securities Agent from
any loss that any of them may suffer if such Security is replaced.


 






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In case any such mutilated, lost, destroyed
or wrongfully taken Security has become due and payable, the Company in its discretion may, instead of issuing a new Security,
pay the amounts due in respect of such Security as provided hereunder.


 


Every replacement Security is an additional
obligation of the Company only as provided in Section 2.08.


 


Section 2.08.     
Outstanding Securities. Securities outstanding at any time are all the Securities authenticated by
the Trustee except for those converted, those cancelled by it, those delivered to it for cancellation and those described in this
Section 2.08 as not outstanding. Except to the extent provided in Section 2.09, a Security does not cease to be outstanding because
the Company or one of its Subsidiaries or Affiliates holds the Security.


 


If a Security is replaced pursuant to Section
2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it, or a court holds, that the replaced Security
is held by a protected purchaser.


 


If the Paying Agent (in the case of a Paying
Agent other than the Company) holds, as of 11:00 a.m. New York City time on a Fundamental Change Repurchase Date or the Maturity
Date, money sufficient to pay the aggregate Fundamental Change Repurchase Price or principal amount (plus accrued and unpaid interest,
if any), as the case may be, with respect to all Securities to be repurchased or paid on such Fundamental Change Repurchase Date
or the Maturity Date, as the case may be, in each case, payable as herein provided on such Fundamental Change Repurchase Date or
the Maturity Date, then (unless there shall be a Default in the payment of such aggregate Fundamental Change Repurchase Price or
principal amount, or of such accrued and unpaid interest), except as otherwise provided herein, on and after such date such Securities
shall be deemed to be no longer outstanding, interest on such Securities shall cease to accrue, and such Securities shall be deemed
to be paid whether or not such Securities are delivered to the Paying Agent. Thereafter, all rights of the Holders of such Securities
shall terminate with respect to such Securities, other than the right to receive the Fundamental Change Repurchase Price or principal
amount, as the case may be, plus, if applicable, such accrued and unpaid interest in accordance with this Indenture. For the avoidance
of doubt, any Securities that are not submitted by a Holder for a Repurchase Upon Fundamental Change pursuant to Section 3.01 shall
remain outstanding and shall be unaffected by this paragraph.


 


If a Security is converted in accordance
with Article 10 then, from and after the time of such conversion on the Conversion Date, such Security shall cease to be outstanding,
and interest, if any, shall cease to accrue on such Security unless there shall be a Default in the payment or delivery of the
consideration payable and/or deliverable hereunder upon such conversion (except that any such Security will remain outstanding
solely for the purpose of receiving any interest or other amounts due following such conversion as set forth in this Indenture).


 






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Section 2.09.     
Securities Held by the Company or an Affiliate. In determining whether the Holders of the required
aggregate principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or
any of its Subsidiaries or Affiliates shall be considered as though not outstanding, except that, for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities that a Responsible
Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good
faith may be considered to be outstanding for purposes of this Section 2.09 if the pledgee establishes, to the satisfaction of
the Trustee, the pledgee’s right so to concur with respect to such Securities and that the pledgee is not, and is not acting
at the direction or on behalf of, the Company, any other obligor on the Securities, an Affiliate of the Company or an Affiliate
of any such other obligor. In case of a dispute as to whether the pledgee has established the foregoing, any decision by the Trustee
taken upon the advice of counsel shall provide full protection to the Trustee. The Company shall furnish to the Trustee an Officers’
Certificate listing and identifying all Securities, if any, known by the Company to be owned or held by or for the account of any
of the above described Persons; and 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 Securities not listed therein are outstanding for the purpose of any such
determination. Notwithstanding Section 316(a)(1) of the TIA (which, for the avoidance of doubt, shall not apply to this Indenture
until this Indenture is qualified under the TIA) or anything herein to the contrary, to the fullest extent permitted by law, no
Sponsor Securities shall be deemed to be owned by the Company or any of its Subsidiaries or Affiliates for purposes of this Indenture,
the Securities and any direction, waiver or consent with respect thereto.


 


Section 2.10.     
Temporary Securities. Until definitive Securities are ready for delivery, the Company may prepare and
the Trustee shall, upon receipt of a Company Order therefor, authenticate temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without
unreasonable delay, the Company shall prepare and the Trustee, upon receipt of a Company Order therefor, shall authenticate definitive
Securities in exchange for temporary Securities. Until so exchanged, each temporary Security shall in all respects be entitled
to the same benefits under this Indenture as definitive Securities, and such temporary Security shall be exchangeable for definitive
Securities in accordance with the terms of this Indenture.


 


Section 2.11.     
Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar,
Paying Agent and Conversion Agent shall forward to the Trustee any Securities surrendered to them for transfer, exchange, payment
or conversion. The Trustee shall promptly cancel all Securities surrendered for transfer, exchange, payment, conversion or cancellation
in accordance with its customary procedures. The Company may not issue new Securities to replace Securities that it has paid or
delivered to the Trustee for cancellation or that any Holder has converted pursuant to Article 10. All cancelled Securities held
by the Trustee shall be disposed of in accordance with its customary procedure for the disposal of cancelled securities.


 






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Section 2.12.     
Defaulted Interest. If, and to the extent, the Company defaults in a payment of interest on the Securities,
the Company shall pay in cash the defaulted interest in any lawful manner plus, to the extent not prohibited by applicable statute
or case law, interest on such defaulted interest at the rate provided in the Securities. The Company may pay the defaulted interest
(plus interest on such defaulted interest) to the Persons who are Holders on a subsequent special record date. The Company shall
fix such special record date and payment date. At least fifteen (15) calendar days before the special record date, the Company
shall send to Holders a notice that states the special record date, payment date and amount of interest to be paid. Upon the due
payment in full, interest shall no longer accrue on such defaulted interest pursuant to this Section 2.12.


 


Section 2.13.     
Cusip Numbers. The Company in issuing the Securities
may use one or more “CUSIP” numbers, and, if so, the Trustee shall use the CUSIP numbers in notices as a convenience
to Holders; provided, however, that no representation is hereby deemed to be made by the Trustee as to the correctness
or accuracy of the CUSIP numbers printed on the notice or on the Securities; and provided further that reliance may be placed
only on the other identification numbers printed on the Securities, and the effectiveness of any such notice shall not be affected
by any defect in, or omission of, such CUSIP numbers. The Company shall promptly notify the Trustee in writing of any change in
the CUSIP numbers.


 


On the Issue Date, the Securities shall
initially bear the CUSIP and ISIN numbers set forth in the following sentence. The CUSIP and ISIN numbers for the Sponsor Global
Securities that are Restricted Global Securities shall be [       ] and [       ], respectively; the CUSIP and ISIN numbers for the Sponsor
Global Securities that are Unrestricted Global Securities shall be [       ] and [       ], respectively; the CUSIP and ISIN numbers for Restricted
Global Securities other than Sponsor Global Securities shall be [       ] and [       ], respectively; and the CUSIP and ISIN numbers for Unrestricted
Global Securities other than Sponsor Global Securities shall be [       ] and [       ], respectively.


 


Section 2.14.     
Deposit of Moneys. Prior to 11:00 a.m., New York City time, on each Interest Payment Date, the Maturity
Date or any Fundamental Change Repurchase Date, the Company shall deposit with a Paying Agent (or, if the Company is acting as
its own Paying Agent, segregate and hold in trust in accordance with Section 2.04) money, in funds immediately available on such
date, sufficient to make cash payments, if any, due on such Interest Payment Date, the Maturity Date or such Fundamental Change
Repurchase Date, as the case may be, in a timely manner which permits the Paying Agent to remit payment to the Holders on such
Interest Payment Date, the Maturity Date or such Fundamental Change Repurchase Date, as the case may be.


 


If any Interest Payment Date, the Maturity
Date or any Fundamental Change Repurchase Date falls on a date that is not a Business Day, the payment due on such Interest Payment
Date, the Maturity Date or such Fundamental Change Repurchase Date, as the case may be, shall be postponed until the next succeeding
Business Day, and no interest or other amount shall accrue as a result of such postponement.


 






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Section 2.15.     
Book-Entry Provisions for Global Securities. (a) Global Securities initially shall (i) be registered
in the name of the Depository, its successors or their respective nominees, (ii) be delivered to the Trustee as custodian for the
Depository, its successors or their respective nominees, as the case may be, and (iii) bear the legends such Global Securities
are required to bear under Section 2.17.


 


Members of, or participants in, the Depository
(“Participants”) shall have no rights under this Indenture with respect to any Global Security held on their
behalf by the Depository, or the Trustee as its custodian, or under the Global Security, and the Depository (or its nominee) may
be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Security
for all purposes whatsoever; provided, however, that each Sponsor Global Security shall be subject to the rights
under Section 9.02 and Section 10.02(c) of the beneficial owners of such Sponsor Global Security. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee, any Securities Agent or any of their respective agents from giving effect
to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and
Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Security.


 


(b)              
Except as otherwise set forth in this Section 2.15 or Section 2.16, transfers of Global Securities shall be limited
to transfers in whole, but not in part, to the Depository, its successors or their respective nominees. In addition, one or more
Physical Securities shall be transferred to each owner of a beneficial interest in a Global Security, as identified by the Depository,
in exchange for its beneficial interest in the Global Securities if (i) the Depository notifies the Company that the Depository
is unwilling or unable to continue as depository for any Global Security, or the Depository ceases to be a “clearing agency”
registered under Section 17A of the Exchange Act, and, in either case, a successor Depository is not appointed by the Company within
ninety (90) days of such notice or cessation or (ii) an Event of Default has occurred and is continuing and the Registrar has received
a written request from the beneficial owner (via the Depository) of the relevant Securities to issue Physical Securities. For the
avoidance of doubt, if any event described in clause (i) of the immediately preceding sentence occurs, any owner of a beneficial
interest in any Global Security will be entitled to receive one or more Physical Securities in exchange for its beneficial interest
or interests in the Global Securities, and if any event described in clause (ii) of the immediately preceding sentence occurs,
only the beneficial owner that has made a written request to the Registrar (via the Depository) will be entitled to receive one
or more Physical Securities in exchange for its beneficial interest or interests in the Global Securities. The Company may also
exchange beneficial interests in a Global Security for one or more Physical Securities registered in the name of the owner of beneficial
interests if the Company and the owner of such beneficial interests agree to so exchange.


 


(c)              
The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depository,
in accordance with the provisions of this Indenture and the Applicable Procedures. Transfers of beneficial interests in the Global
Securities also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as, to the extent applicable,
the other provisions of this Section 2.15(c) that follow:


 


(i)             
Transfer of Beneficial Interests in the Same Global Security. Beneficial interests in any Restricted Global
Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global
Security (or a Restricted Global Security with the same CUSIP number) in accordance with the transfer restrictions set forth in
the Security Private Placement Legend. Beneficial interests in any Unrestricted Global Security may be transferred to Persons who
take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security. No written orders or instructions
shall be required to be delivered to the Registrar to effect the transfers described in this clause (i).


 






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(ii)          
All Other Transfers and Exchanges of Beneficial Interests in Global Securities. In connection with all transfers
and exchanges of a beneficial interest in a Global Security that are not addressed by Section 2.15(c)(i), there must be delivered
(A) such instruction or order from a Participant or an Indirect Participant to the Depository, as may be required by the Applicable
Procedures, directing the Depository to credit or cause to be credited a beneficial interest in another Global Security in an amount
equal to the beneficial interest to be transferred or exchanged and (B) instructions given in accordance with the Applicable Procedures
containing information regarding the Participant account to be credited with such increase. Upon satisfaction of all of the requirements
for transfer or exchange of beneficial interests in Global Security contained in this Indenture, the Trustee shall adjust the principal
amount of the Global Securities pursuant to Section 2.15(d).


 


(iii)        
Transfer and Exchange of Beneficial Interests in a Restricted Global Security for Beneficial Interests in an Unrestricted
Global Security. A beneficial interest in any Restricted Global Security may be exchanged by any holder thereof for a beneficial
interest in an Unrestricted Global Security or transferred to a Person who takes delivery thereof in the form of a beneficial interest
in an Unrestricted Global Security if the exchange or transfer complies with the requirements of this Section 2.15(c) and the Registrar
receives the following:


 


(A)            
if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest
for a beneficial interest in an Unrestricted Global Security, a certificate from such Holder substantially in the form of Exhibit
E; or


 


(B)             
if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest
to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate
from such holder in the form of Exhibit D;


 


and, in each such case set forth
in this clause (iii), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Company to the effect that no registration under the Securities Act is required in connection with such exchange
or transfer of beneficial interests to the relevant Person or in connection with any re-sales of the beneficial interests in the
Unrestricted Global Security that are beneficially owned by such Person on the date of such opinion.


 






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Beneficial interests in an Unrestricted
Global Security cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest
in a Restricted Global Security.


 


(iv)            
Transfer and Exchange of Beneficial Interests in one Restricted Global Security for Beneficial Interests in another
Restricted Global Security. A beneficial interest in any Restricted Global Security may be exchanged by any holder thereof
for a beneficial interest in a Restricted Global Security with a different CUSIP or different legends or transferred to a Person
who takes delivery thereof in the form of a beneficial interest in a Restricted Global Security with a different CUSIP or different
legends if the exchange or transfer complies with the requirements of this Section 2.15(c) and the Registrar receives the following:


 


(A)            
if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest
for a beneficial interest in a Restricted Global Security with a different CUSIP or different legends, a certificate from such
Holder substantially in the form of Exhibit E; or


 


(B)             
if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest
to a Person who shall take delivery thereof in the form of a beneficial interest in a Restricted Global Security with a different
CUSIP or different legends, a certificate from such holder in the form of Exhibit D.


 


Notwithstanding the foregoing or anything to the contrary
provided herein, a holder of a beneficial interest in a Security that is not a Sponsor Security may not exchange or transfer such
beneficial interest for a beneficial interest in a Sponsor Security.


 


(d)              
At such time as all beneficial interests in a particular Global Security have been exchanged for Physical Securities
or a particular Global Security has been repurchased or canceled in whole and not in part, each such Global Security shall be returned
to or retained and canceled by the Trustee in accordance with Section 2.11. At any time prior to such cancellation, if any beneficial
interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial
interest in another Global Security or for Physical Securities, the principal amount of Securities represented by such Global Security
shall be reduced accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository at the
direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another Global Security, such other Global Security shall
be increased accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository at the direction
of the Trustee to reflect such increase.


 


(e)              
In connection with the transfer of a Global Security in its entirety to beneficial owners pursuant to Section 2.15(b),
such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the
Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depository
in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of
authorized denominations.


 






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(f)               
Any Physical Security delivered in exchange for an interest in a Global Security pursuant to Section 2.15(b), shall
bear the same legend(s), if any, from Exhibit B-1A that are borne by the relevant Global Security, except to the extent
the requirements of Section 2.15(c)(iii) or Section 2.15(c)(iv) are satisfied with respect to the removal or addition of any legend,
mutatis mutandis for the fact that a Physical Security is being issued rather than a beneficial interest in a Global Security.


 


(g)              
The Holder of any Global Security may grant proxies and otherwise authorize any Person, including Participants and
Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture
or the Securities.


 


(h)              
The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions
on the transfer of any interest in any Securities imposed under this Indenture or under applicable law (including any transfers
between or among Participants or beneficial owners of interests in any Global Security) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the
terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements
hereof.


 


(i)                
Neither the Trustee nor any Securities Agent shall have any responsibility for any actions taken or not taken by
the Depository.


 


(j)                
No service charge shall be made to or by a holder of a beneficial interest in a Global Security or to or by a Holder
of a Physical Security for any registration of transfer or exchange.


 


(k)              
All Global Securities and Physical Securities issued upon any registration of transfer or exchange of Global Securities
or Physical Securities shall evidence the same debt of the Company and entitled to the same benefits under this Indenture, as the
Global Securities or Physical Securities surrendered upon such registration of transfer or exchange.


 


(l)                
Prior to due presentment for the registration of a transfer of any Security, the Trustee and the Company may deem
and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving
payment of principal of and interest on such Securities and, subject to Section 2.09, for all other purposes, and neither of the
Trustee or the Company shall be affected by notice to the contrary.


 


(m)            
Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant
to Section 4.02, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more replacement Securities of any authorized denomination or denominations of a like aggregate principal
amount.


 






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(n)              
At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations
of a like aggregate principal amount upon surrender of the Securities to be exchanged at such office or agency. Whenever any Global
Securities or Physical Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate
and send, the replacement Global Securities and Physical Securities which the Holder making the exchange is entitled to in accordance
with the provisions of Section 2.02.


 


(o)              
 Neither the Trustee nor any Securities Agent shall have any responsibility or obligation to any beneficial owner
of an interest in the Global Securities, an agent member of, or a participant in, the Depository or other person with respect to
the accuracy of the records of the Depository or its nominees or of any Participant or member thereof, with respect to any ownership
interest in the Global Securities or with respect to the delivery to any Participant, agent member, beneficial owner or other Person
(other than the Depository) of any notice or the payment of any amount or delivery of any Securities (or other security or property)
under or with respect to such Securities. The rights of beneficial owners in any Global Securities shall be exercised only through
the Depository, subject to its applicable rules and procedures. The Trustee and each agent may rely and shall be fully protected
in relying upon information furnished by the Depository with respect to its agent members, Participants and any beneficial owners.


 


Section 2.16.     
Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except
as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any
such nominee to a successor Depository or a nominee of such successor Depository.


 


(b)              
Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless
the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private
Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee
shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement
is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel
reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act
is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such
Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under
the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C
hereto.


 


(c)              
By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common
Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this
Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that
it will transfer such security only as provided in this Indenture and as permitted by applicable law.


 






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The Registrar shall retain copies of all
letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its
customary document retention policies. The Company shall have the right to inspect and make copies of all such letters, notices
or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.


 


(d)              
The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at
any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee
for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may
not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.


 


Section 2.17.     
Restrictive Legends.


 


(a)              
Each Global Security and Physical Security that constitutes a Restricted Security shall bear the legend (the “Security
Private Placement Legend”) as set forth in Exhibit B-1A on the face thereof until the date such Securities no
longer constitute Restricted Securities as reasonably determined by the Company in good faith and evidenced by an Officers’
Certificate (such date, the “Resale Restriction Termination Date”).


 


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


 


Any Security (or security issued in exchange
or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon
surrender of such Security for exchange to the Trustee in accordance with the provisions of this Article 2, be exchanged for a
new Security or Securities, of like tenor and aggregate principal amount, which shall not bear the Security Private Placement Legend
required by this Section 2.17(a) and shall not be assigned a restricted CUSIP number. In addition, on and after the Resale Restriction
Termination Date, upon the request of any Holder and upon surrender of its Security for exchange, the Company shall exchange a
Physical Security with the Security Private Placement Legend for a Physical Security without Security Private Placement Legend
so long as the Holder covenants to the Company that it will offer, sell, pledge or otherwise transfer such Security in compliance
with the Securities Act. The Company shall be entitled to instruct the Trustee in writing to cancel any Global Security as to which
such restrictions on transfer shall have expired in accordance with their terms for exchange, and, upon such instruction, the Trustee
shall provide evidence of cancellation of such Global Security; and any new Global Security exchanged therefor shall not bear the
Security Private Placement Legend specified in this Section 2.17(a) and shall not be assigned a restricted CUSIP number. The Company
shall promptly notify the Trustee in writing upon the occurrence of the Resale Restriction Termination Date and promptly after
a registration statement, if any, with respect to the Securities or any Common Stock issued upon conversion of the Securities has
been declared effective under the Securities Act.


 






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(b)              
Until the Resale Restriction Termination Date, any stock certificate representing Common Stock issued upon conversion
of such Security, if any, shall, if such shares constitute Restricted Securities at their time of issuance, bear the legend (the
 “Common Stock Private Placement Legend”) as set forth in Exhibit B-1B unless such Common Stock 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 have been 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.


 


(c)              
Each Global Security shall also bear the legend as set forth in Exhibit B-2.


 


Article
3

Repurchase


 


Section 3.01.     
Repurchase at Option of Holder Upon a Fundamental Change. (a) If a Fundamental Change occurs at any
time prior to the Maturity Date, each Holder of Securities shall have the right (the “Fundamental Change Repurchase Right”),
at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”)
all of such Holder’s Securities (or any portion thereof that is equal to $1,000 in principal amount or an integral multiple
thereof), on a date selected by the Company (the “Fundamental Change Repurchase Date”), which shall be no later
than thirty five (35) Business Days, and no earlier than twenty (20) Business Days (or as such period may be extended pursuant
to Section 3.01(j)), after the date the Fundamental Change Notice is sent in accordance with Section 3.01(b), at a price, payable
in cash, equal to one hundred percent (100%) of the principal amount of the Securities (or portion thereof) to be so repurchased,
plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental
Change Repurchase Price”), subject to satisfaction of the following conditions:


 


(i)             
delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company
for such purpose in the Fundamental Change Notice, no later than the Close of Business on the Business Day immediately preceding
the Fundamental Change Repurchase Date, of a Repurchase Notice, in the form set forth in the Securities or any other form of written
notice substantially similar thereto, in each case, duly completed and signed, with appropriate signature guarantee, stating:


 


(A)            
the certificate number(s) of the Securities that the Holder will deliver to be repurchased, if such Securities are Physical
Securities;


 


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


 


(C)             
that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section
3.01; and


 






    24


     


    

 


(ii)          
delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company
for such purpose in the Fundamental Change Notice, at any time after the delivery of such Repurchase Notice, of such Securities
(together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised, if
such Securities are Physical Securities, or book-entry transfer of the Securities, if the Securities are Global Securities, in
compliance with the Applicable Procedures;


 


provided, however, that if such Fundamental Change
Repurchase Date is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment
Date, then the full amount of accrued and unpaid interest, if any, to, but excluding, such Interest Payment Date shall be paid
on such Interest Payment Date to the Holder of record of such Securities at the Close of Business on such Record Date (without
any surrender of such Securities by such Holder), and the Fundamental Change Repurchase Price shall not include any accrued but
unpaid interest.


 


If such Securities are held in book-entry
form through the Depository, the delivery of any Securities, Repurchase Notice, Fundamental Change Notice or notice of withdrawal
pursuant to the second immediately succeeding paragraph shall comply with the Applicable Procedures.


 


Notwithstanding anything herein to the contrary,
any Holder that has delivered the Repurchase Notice contemplated by this Section 3.01(a) to the Company (if it is acting as its
own Paying Agent) or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice shall have the
right to withdraw such Repurchase Notice by delivery, at any time prior to the Close of Business on the Business Day immediately
preceding the Fundamental Change Repurchase Date (or, if there shall be a Default in the payment of the Fundamental Change Repurchase,
at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying
Agent) or the Paying Agent, which notice shall be delivered in accordance with, and contain the information specified in, Section
3.01(b)(x).


 


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


 


(b)              
On or before the 20th Business Day after the consummation of a Fundamental Change, the Company shall send, or cause
to be sent, to all Holders of the Securities in accordance with Section 13.01 a notice (the “Fundamental Change Notice”)
of the occurrence of such Fundamental Change and the Fundamental Change Repurchase Right arising as a result thereof. The Company
shall deliver a copy of the Fundamental Change Notice to the Trustee at the time such notice is delivered to the Holders. Each
Fundamental Change Notice shall state:


 


(i)         
the events causing the Fundamental Change;


 


(ii)        
the date of the Fundamental Change;


 


(iii)       
the Fundamental Change Repurchase Date;


 






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(iv)       the last date on which the Fundamental Change Repurchase Right may be exercised, which shall be the Business Day
immediately preceding the Fundamental Change Repurchase Date;


 


(v)        the Fundamental Change Repurchase Price;


 


(vi)       the names and addresses of the Paying Agent and the Conversion Agent;


 


(vii)      
the procedures that a Holder must follow to exercise the Fundamental Change Repurchase Right;


 


(viii)    
that the Fundamental Change Repurchase Price for any Security as to which a Repurchase Notice has been given and
not withdrawn will be paid no later than the later of such Fundamental Change Repurchase Date and the time of book-entry transfer
or delivery of the Security (together with all necessary endorsements);


 


(ix)        that, except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record
Date for the payment of an installment of interest and on or before the related Interest Payment Date, on and after such Fundamental
Change Repurchase Date (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), interest on
Securities subject to Repurchase Upon Fundamental Change will cease to accrue, and all rights of the Holders of such Securities
shall terminate, other than the right to receive, in accordance herewith, the Fundamental Change Repurchase Price;


 


(x)         that a Holder will be entitled to withdraw its election in the Repurchase Notice prior to the Close of Business on
the Business Day immediately preceding the Fundamental Change Repurchase Date, or such longer period as may be required by law,
delivered in the same manner as the related Repurchase Notice was delivered and setting forth the name of such Holder, a statement
that such Holder is withdrawing its election to have Securities purchased by the Company on such Fundamental Change Repurchase
Date pursuant to a Repurchase Upon Fundamental Change, the certificate number(s) of such Securities to be so withdrawn (if such
Securities are Physical Securities), the principal amount of the Securities of such Holder to be so withdrawn, which amount must
be $1,000 or an integral multiple thereof and the principal amount, if any, of the Securities of such Holder that remain subject
to the Repurchase Notice delivered by such Holder in accordance with this Section 3.01, which amount must be $1,000 or an integral
multiple thereof; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase
Price, a Holder shall be entitled to withdraw its election in the Repurchase Notice at any time during which such Default is continuing;


 


(xi)        
the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change (if
applicable);


 


(xii)      
that Securities with respect to which a Repurchase Notice is given by a Holder may be converted pursuant to Article
10 only if such Repurchase Notice has been withdrawn in accordance with this Section 3.01 or the Company defaults in the payment
of the Fundamental Change Repurchase Price; and


 






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(xiii)    
the CUSIP number or numbers, as the case may be, of the Securities.


 


At the Company’s request, upon prior
notice reasonably acceptable to the Trustee, the Trustee shall send such Fundamental Change Notice in the Company’s name
and at the Company’s expense; provided, however, that the form and content of such Fundamental Change Notice
shall be prepared by the Company.


 


No failure of the Company to give a Fundamental
Change Notice shall limit any Holder’s right pursuant hereto to exercise a Fundamental Change Repurchase Right.


 


(c)              
Subject to the provisions of this Section 3.01, the Company shall pay, or cause to be paid, the Fundamental Change
Repurchase Price with respect to each Security as to which the Fundamental Change Repurchase Right shall have been exercised to
the Holder thereof no later than the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or when
such Security is surrendered to the Paying Agent together with any necessary endorsements.


 


(d)              
The Company shall, in accordance with Section 2.14, deposit with a Paying Agent (or, if the Company is acting as
its own Paying Agent, segregate and hold in trust in accordance with Section 2.04) money, in funds immediately available on the
Fundamental Change Repurchase Date, sufficient to pay the Fundamental Change Repurchase Price upon Repurchase Upon Fundamental
Change for all of the Securities that are to be repurchased by the Company on such Fundamental Change Repurchase Date pursuant
to a Repurchase Upon Fundamental Change. The Paying Agent shall, promptly after delivering the Fundamental Change Repurchase Price
to Holders entitled thereto and upon written demand by the Company, return to the Company as soon as practicable, any money in
excess of the Fundamental Change Repurchase Price.


 


(e)              
Once the Fundamental Change Notice and the Repurchase Notice have been duly given in accordance with this Section
3.01, the Securities to be repurchased pursuant to a Repurchase Upon Fundamental Change shall, on the Fundamental Change Repurchase
Date, become due and payable in accordance herewith, and, on and after such date (unless there shall be a Default in the payment
of the Fundamental Change Repurchase Price), except as otherwise provided herein with respect to a Fundamental Change Repurchase
Date that is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date,
such Securities shall cease to bear interest (whether or not book-entry transfer of the Securities has been made or the Securities
have been delivered to the Paying Agent), and all rights of the relevant Holders of such Securities shall terminate, other than
the right to receive, in accordance herewith, such consideration and any other applicable rights under those sections set forth
in the proviso in Section 8.01.


 


(f)               
Securities with respect to which a Repurchase Notice has been duly delivered in accordance with this Section 3.01
may be converted pursuant to Article 10 only if such Repurchase Notice has been withdrawn in accordance with this Section 3.01
or the Company defaults in the payment of the Fundamental Change Repurchase Price.


 






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(g)              
If any Security shall not be paid on the Fundamental Change Repurchase Date upon book-entry transfer or surrender
thereof for Repurchase Upon Fundamental Change, the principal of, and accrued and unpaid interest on, such Security shall, until
paid, bear interest, payable in cash, at the rate borne by such Security on the principal amount of such Security, and such Security
shall be convertible pursuant to Article 10 if any Repurchase Notice with respect to such Security is withdrawn pursuant to this
Section 3.01.


 


(h)              
Any Security that is to be submitted for Repurchase Upon Fundamental Change only in part shall be delivered pursuant
to this Section 3.01 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or its attorney duly authorized in writing,
with a notarization or medallion guarantee), and the Company shall promptly execute, and the Trustee shall promptly authenticate
and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, of any authorized
denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security
not duly submitted for Repurchase Upon Fundamental Change.


 


(i)                
Notwithstanding anything herein to the contrary, except in the case of an acceleration resulting from a Default relating
to the payment of the Fundamental Change Repurchase Price, there shall be no purchase of any Securities pursuant to this Section
3.01 on any date if, on such date, the principal amount of the Securities shall have been accelerated in accordance with this Indenture
and such acceleration shall not have been rescinded on or prior to such date in accordance with this Indenture. The Paying Agent
will promptly return to the respective Holders thereof any Securities held by it during the continuance of such an acceleration.


 


(j)                
In connection with any Repurchase Upon Fundamental Change, the Company shall, to the extent required (i) comply with
the provisions of Rule 13e-4, Rule 14e-1, Regulation 14E under the Exchange Act, and with all other applicable laws; (ii) file
a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws; and (iii) otherwise comply
with all applicable United States federal and state securities laws in connection with any offer by the Company to repurchase the
Securities; provided that any time period specified in this Article 3 shall be extended to the extent necessary for such
compliance.


 


Article
4

Covenants


 


Section 4.01.     
Payment of Securities. The Company shall pay all amounts and make deliveries of securities due with
respect to the Securities on the dates and in the manner provided in the Securities and this Indenture. All such amounts shall
be considered paid on the date due if the Paying Agent holds (or, if the Company is acting as Paying Agent, the Company has segregated
and holds in trust in accordance with Section 2.04) on that date money sufficient to pay the amount then due with respect to the
Securities. The Company will pay, in money of the United States that at the time of payment is legal tender for payment of public
and private debts, all amounts due in cash with respect to the Securities, which amounts shall be paid (a) in the case of a Global
Security, by wire transfer of immediately available funds to the account designated by the Depository or its nominee; and (b) in
the case of a Physical Security, by wire transfer of immediately available funds to the account within the United States as specified
in writing to the Paying Agent by such Holder or, if such Holder does not specify an account, by mailing a check to the address
of such Holder set forth in the register of the Registrar. With respect to principal payments, presentation and surrender of Securities
is required prior to final payment.


 






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The Company shall pay, in cash, interest
on any overdue amount (including, to the extent permitted by applicable law, overdue interest) at the rate borne by the Securities.


 


Section 4.02.     
Maintenance of Office or Agency. The Company will maintain, or cause to be maintained, an office or
agency (which may be an office of the Trustee or an Affiliate of the Trustee or Registrar) where Securities may be surrendered
for registration of transfer or exchange, payment or conversion. 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, or fail
to cause to be maintained, any such required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations and surrenders may be made or served at the Corporate Trust Office of the Trustee.


 


The Company will maintain, or cause to be
maintained, an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture
(other than the type contemplated by Section 13.09(c)) may be served, provided that such office or agency may instead be at the
principal office of the Company located in the United States (and, notwithstanding the final sentence of this Section 4.02, shall
initially be at such office until the Company notifies the Trustee otherwise).


 


The Company may also from time to time designate
one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may
from time to time rescind such designations. 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 Company hereby initially designates
the Corporate Trust Office of the Trustee as an agency of the Company in accordance with Section 2.03.


 


Section 4.03.     
Annual Reports. (a) The Company shall provide to the Trustee a copy of each report the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act no later than the date 15 Business Days after such report
is required to be filed with the SEC pursuant to the Exchange Act (after giving effect to any grace period provided by Rule 12b-25
under the Exchange Act); provided, however, that each such report will be deemed to be so provided to the Trustee
if the Company files such report with the SEC through the SEC’s EDGAR database no later than the time such report is required
to be filed with the SEC pursuant to the Exchange Act (taking into account any applicable grace periods provided thereunder). To
the extent the TIA then applies to this Indenture, the Company shall comply with TIA § 314(a). In addition, while the Securities
remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the
Company will, during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, furnish to holders
of the Securities and prospective investors, upon request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.


 






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(b)              
Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational
purposes only, and the Trustee’s receipt of such shall not constitute actual or 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 rely exclusively on an Officers’ Certificates).


 


(c)              
The Trustee shall have no obligation or duty to determine or monitor whether the Company has delivered reports in
accordance with this Section 4.03.


 


Section 4.04.     
Compliance Certificate. The Company shall deliver to the Trustee, within one hundred and twenty (120)
calendar days after the end of each fiscal year of the Company, commencing with the fiscal year ending April 1, 2017, a certificate
from the principal executive, financial or accounting officer of the Company stating that such officer has conducted or supervised
a review of the activities of the Company and its performance of obligations under this Indenture and the Securities and that,
based upon such review, no Default or Event of Default exists hereunder or thereunder or, if a Default or Event of Default then
exists, specifying such event, status and the remedial action proposed to be taken by the Company with respect to such Default
or Event of Default.


 


Section 4.05.     
Stay, Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this
Indenture or the Securities; and the Company (to the extent that 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 has
been enacted.


 


Section 4.06.     
Notice of Default. Within 30 days of the Company’s becoming aware of the occurrence of any Default
or Event of Default, the Company shall give written notice to the Trustee of such Default or Event of Default, and any remedial
action proposed to be taken.


 


Article
5

Successors


 


Section 5.01.     
When Company May Merge, Etc. Subject to Section 5.02, the Company shall not consolidate with, or merge with
or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or assets
of the Company and its Subsidiaries, taken as a whole, to another Person (other than one or more Subsidiaries of the Company (it
being understood that this Article 5 shall not apply to a sale, transfer, lease, conveyance or other disposition of property or
assets between or among the Company and its Subsidiaries)), whether in a single transaction or series of related transactions,
unless (i)(x) the Company is the continuing Person or (y) such other Person is organized and existing under the laws of the United
States of America, any state of the United States of America or the District of Columbia, such other Person assumes by supplemental
indenture all of the obligations of the Company under the Securities and this Indenture and following such transaction or series
of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income
tax purposes and (ii) immediately after giving effect to such transaction or series of transactions, no Default or Event of
Default shall have occurred and be continuing under this Indenture.


 






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For purposes of this Section 5.01, the sale,
transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries
of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets,
if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or
assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other
disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as
a whole, to another Person.


 


The Company shall deliver to the Trustee
substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an
Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and
other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon
consummation of the proposed transaction, comply with the applicable provisions of this Indenture.


 


Section 5.02.     
Successor Substituted. In case of any such consolidation, merger or any sale, transfer, lease, conveyance
or other disposition of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken
as a whole, and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all
of the Securities, the due and punctual payment of the Fundamental Change Repurchase Price with respect to all Securities repurchased
on each Fundamental Change Repurchase Date, the due and punctual delivery or payment, as the case may be, of any consideration
due upon conversion of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture
and the Securities to be performed by the Company, such successor Person shall succeed to and 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 Person 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 Securities issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person
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 Securities that previously shall have been signed
and delivered by the Officers of the Company to the Trustee for authentication, and any Securities that such successor Person thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects have
the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In the event of any
such consolidation, merger or any sale, transfer, conveyance or other disposition (but not in the case of a lease), upon compliance
with this Article 5, 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 5, except in the case of a lease, shall be released
from its liabilities as obligor and maker of the Securities and its obligations under this Indenture shall terminate.


 






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


 


Article
6

Defaults and Remedies


 


Section 6.01.     
Events of Default. An “Event of Default” occurs if:


 


(a)              
the Company fails to pay the principal of any Security when due, whether on the Maturity Date, on a Fundamental Change
Repurchase Date with respect to a Fundamental Change, upon acceleration or otherwise;


 


(b)              
the Company fails to pay an installment of interest on any Security when due, if the failure continues for thirty
(30) days after the date when due;


 


(c)              
the Company fails to satisfy its conversion obligations upon exercise of a Holder’s conversion rights pursuant
hereto;


 


(d)              
the Company fails to (i) comply with its obligations under Article 5 or (ii) issue a Fundamental Change Notice in
accordance with Section 3.01(b) when due;


 


(e)              
the Company fails to comply with any other term, covenant or agreement set forth in the Securities or this Indenture
and such failure continues for the period, and after the notice, specified in the last paragraph of this Section 6.01;


 


(f)               
(i) The Company fails to make any payment at maturity, including any applicable grace period, on any indebtedness
of the Company (other than indebtedness of the Company owing to any of its subsidiaries) outstanding in an amount in excess of
$100,000,000 and continuance of this failure to pay or (ii) there is a default on any indebtedness of the Company (other than indebtedness
owing to any of its Subsidiaries), which default results in the acceleration of such indebtedness in an amount in excess of $100,000,000
without such indebtedness having been discharged or the acceleration having been cured, waived, rescinded or annulled, in the case
of clause (i) or (ii) above, for a period of 30 days after written notice thereof to the Company by the Trustee or to the Company
and the Trustee by Holders of not less than 25% in principal amount of outstanding Securities, provided, however, that if any failure,
default or acceleration referred to in clause (i) or (ii) above ceases or is cured, waived, rescinded or annulled, then the Event
of Default will be deemed cured;


 






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(g)              
the Company, pursuant to, or within the meaning of, any Bankruptcy Law, insolvency law, or other similar law now
or hereafter in effect or otherwise, either:


 


(i)         
commences a voluntary case,


 


(ii)        
consents to the entry of an order for relief against it in an involuntary case,


 


(iii)       
consents to the appointment of a Bankruptcy Custodian of it or for all or substantially all of its property, or


 


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


 


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


 


(i)         is for relief against the Company in an involuntary case or proceeding with respect to the Company, or adjudicates
the Company insolvent or bankrupt,


 


(ii)        
appoints a Bankruptcy Custodian of the Company for all or substantially all of the consolidated property of the Company,
as the case may be, or


 


(iii)       
orders the winding up or liquidation of the Company,


 


and, in the case of each of the
foregoing clauses (i), (ii) and (iii) of this Section 6.01(h), the order or decree remains unstayed and in effect for at least
sixty (60) consecutive days.


 


A Default under clause (e) above shall not
be an Event of Default until (A) the Trustee notifies the Company in writing, or the Holders of at least twenty five percent (25%)
in aggregate principal amount of the Securities then outstanding notify the Company and the Trustee in writing, of the Default
and (B) the Default is not cured within sixty (60) days after receipt of such notice. Such notice must specify the Default, demand
that it be remedied and state that the notice is a “Notice of Default.” If the Holders of at least twenty five percent
(25%) in aggregate principal amount of the outstanding Securities request the Trustee to give such notice on their behalf, the
Trustee shall do so. When a Default is cured, it ceases to exist for all purposes under this Indenture.


 


Section 6.02.     
Acceleration. (a) Subject to Section 6.02(b), if applicable, if an Event of Default (excluding an Event of
Default specified in Section 6.01(g) or Section 6.01(h)) has occurred and is continuing, either the Trustee, by written notice
to the Company, or the Holders of at least twenty five percent (25%) in aggregate principal amount of the Securities then outstanding,
by written notice to the Company and the Trustee, may declare 100% of the principal of, and accrued and unpaid interest on, all
the Securities to be immediately due and payable in full. Upon such declaration, the principal of, and any accrued and unpaid interest
on, all Securities shall be due and payable immediately. If an Event of Default specified in Section 6.01(g) or Section 6.01(h)
occurs, 100% of the principal of, and accrued and unpaid interest on, all the Securities shall ipso facto become and be immediately
due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in aggregate
principal amount of the Securities then outstanding by written notice to the Trustee may rescind or annul an acceleration and its
consequences if (i) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) all
existing Events of Default, except the nonpayment of principal or interest that has become due solely because of the acceleration,
have been cured or waived (or are waived concurrently with such rescission or annulment) and (iii) all amounts due to the Trustee
under Section 7.06 have been paid. Upon any such rescission or annulment, the Events of Default that were the subject of such acceleration
shall cease to exist and deemed to have been cured for every purpose.


 






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(b)              
Notwithstanding the foregoing, for the first 360 days immediately following an Event of Default relating to failure
to comply with Section 4.03(a) or for any failure to comply with the requirements of Section 314(a)(1) of the TIA (at any time
such section is applicable to the Indenture, if any) (which will be the 61st day after written notice is provided to the Company
of the Default pursuant to the last paragraph of Section 6.01, unless such failure is cured or waived prior to such 61st day),
the sole remedy for any such Event of Default shall, at the Company’s election, be the accrual of Additional Interest on
the Securities at a rate per year equal to (i) 0.25% of the outstanding principal amount of Securities for the first 180 days following
the occurrence of such Event of Default and (ii) 0.50% of the outstanding principal amount of Securities for the next 180 days
after the first 180 days following the occurrence of such Event of Default, in each case, payable in the same manner and at the
same time as the stated interest payable on the Securities. Such Additional Interest shall accrue on all outstanding Securities
from, and including, the date on which such Event of Default first occurs to, and including, the 360th day thereafter (or such
earlier date on which such Event of Default shall have been cured or waived). On and after the 361st day immediately following
an Event of Default relating to a failure to comply with Section 4.03(a), if the Company elected to pay Additional Interest pursuant
to this Section 6.02(b) such Additional Interest will cease to accrue and, if such Event of Default has not been cured or waived
prior to such 361st day, the payment of the principal of the Securities may be immediately accelerated by the Holders or the Trustee
as provided above.


 


In order to elect to pay Additional Interest
as sole remedy during the first 360 days after the occurrence of any Event of Default relating to the failure to comply with the
obligations under Section 4.03(a) or for any failure to comply with the requirements of Section 314(a)(1) of the TIA (at any time
such section is applicable to this Indenture, if any), the Company shall notify all Holders and the Trustee and the Paying Agent
of such election in writing prior to the Close of Business on the date that is one Business Day following the date on which such
Event of Default occurs (which will be the 61st day after written notice is provided to the Company of the Default pursuant to
the last paragraph of Section 6.01, unless such failure is cured or waived prior to such 61st day). If the Company fails to give
timely notice of such election, the Securities will be immediately subject to Section 6.02(a).


 


In the event the Company does not elect
to pay Additional Interest upon such Event of Default in accordance with this Section 6.02(b), the Securities will be subject to
Section 6.02(a). This Section 6.02(b) does not affect the rights of Holders if any other Event of Default occurs under this Indenture.


 






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Additional Interest shall be payable at
the same time, in the same manner and to the same Persons as ordinary interest.


 


(c)              
If the Company is required to pay Additional Interest to Holders, the Company shall provide a direction or order
in the form of a written notice to the Trustee (and if the Trustee is not the Paying Agent, to the Paying Agent) of the Company’s
obligation to pay such Additional Interest no later than three Business Days prior to the date on which any such Additional Interest
is scheduled to be paid. Such notice shall set forth the amount of Additional Interest to be paid by the Company on such payment
date and direct the Trustee (or, if the Trustee is not the Paying Agent, to the Paying Agent) to make payment to the extent it
receives funds from the Company to do so. The Trustee shall not at any time be under any duty or responsibility to any Holder to
determine whether the Additional Interest is payable, or with respect to the nature, extent or calculation of the amount of the
Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.


 


Section 6.03.     
Other Remedies. Notwithstanding any other provision of this Indenture, if an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of amounts due
with respect to the Securities or to enforce the performance of any provision of the Securities or this Indenture.


 


The Trustee may maintain a proceeding even
if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee
or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute
a waiver of or acquiescence in the Event of Default. All remedies are cumulative.


 


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 Securities, and it shall not be necessary to make any Holders of
the Securities 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 hereto or any rescission and annulment pursuant hereto 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.


 






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Section 6.04.     
Waiver of Past Defaults. Subject to Section 6.07 and Section 9.02, the Holders of a majority in aggregate
principal amount of the Securities then outstanding may on behalf of all Holders of Securities, by written notice to the Trustee,
waive any past Default or Event of Default and its consequences, other than a Default or Event of Default (a) in the payment of
the principal of, or interest on, any Security, or in the payment of the Fundamental Change Repurchase Price, as the case may be,
(b) arising from a failure by the Company to convert any Securities in accordance with this Indenture or (c) in respect of any
provision of this Indenture or the Securities which, under Section 9.02, cannot be modified or amended without the consent of the
Holder of each outstanding Security affected, if:


 


(i)             
all existing Defaults or Events of Default, other than the nonpayment of the principal of and interest on the Securities
that have become due solely by the declaration of acceleration, have been cured or waived; and


 


(ii)           
the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.


 


When a Default or an Event of Default is
waived, it is cured and ceases to exist for all purposes under this Indenture, but no such waiver will extend to any subsequent
or other Default or Event of Default or impair any rights of Holders or the Trustee related thereto.


 


Section 6.05.     
Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding
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 it with respect to the Securities. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, is unduly prejudicial to the rights of other Holders or would involve the
Trustee in personal liability unless the Trustee is offered indemnity satisfactory to it; provided that the Trustee may
take any other action deemed proper by the Trustee that is not inconsistent with such direction.


 


Section 6.06.     
Limitation on Suits. Except with respect to any proceeding instituted in accordance with Section 6.07, a Holder
shall not have any right 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 or a trustee, or for any other remedy under this Indenture unless:


 


(a)              
such Holder previously shall have given the Trustee written notice of a continuing Event of Default;


 


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


 


(c)              
such Holder or Holders shall have offered and if requested, provided to the Trustee indemnity satisfactory to the
Trustee against any loss, liability or expense to or of the Trustee in connection with pursuing such remedy; and


 


(d)              
the Trustee shall have failed to comply with the request for sixty (60) days after receipt of such notice, request
and offer of indemnity, and during such sixty (60) day period, the Holders of a majority in aggregate principal amount of the Securities
then outstanding have not given the Trustee a direction that is inconsistent with the request.


 






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A Holder may not use this Indenture to prejudice
the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee does
not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).
A Holder shall have the right to not enforce any right under this Indenture except in the manner herein.


 


Section 6.07.     
Rights of Holders to Receive Payment and to Convert Securities. Notwithstanding any other provision of this
Indenture, the right of any Holder to receive payment of all amounts (including any principal, interest or the Fundamental Change
Repurchase Price) due with respect to the Securities, on or after the respective due dates as provided herein, or to bring suit
for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent
of the Holder.


 


In addition, notwithstanding any other provision
of this Indenture, the right of any Holder to convert a Security in accordance with this Indenture, or to bring suit for the enforcement
of such right, shall not be impaired or affected without the consent of the Holder.


 


Section 6.08.     
Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or Section 6.01(b) has occurred
and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for
the whole amount due with respect to the Securities, including any unpaid and accrued interest.


 


Section 6.09.     
Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee, any predecessor Trustee and the Holders allowed in
any judicial proceedings relative to the Company or its creditors or properties.


 


The Trustee may collect and receive any
moneys or other property payable or deliverable on any such claims and to distribute the same, and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or similar official in any judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders,
to pay the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.06.


 


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 the Securities 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.


 






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Section 6.10.     
Priorities. If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the
following order:


 


		First:	to the Trustee for amounts due under Section 7.06;



 


		Second:	to Holders for all amounts due and unpaid on the Securities, without preference or priority of any kind, according to the amounts
due and payable on the Securities; and



 


		Third:	the balance, if any, to the Company.



 


The Trustee, upon prior written notice to
the Company, may fix a record date and payment date for any payment by it to Holders pursuant to this Section 6.10. At least fifteen
(15) days before each such record date, the Trustee shall send to each Holder and the Company a written notice that states such
record date and payment date and the amount of such payment.


 


Section 6.11.     
Undertaking for Costs. 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, a court in its discretion may require the filing by
any party litigant in the suit other than the Trustee of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard
to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by
the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by a Holder or group of Holders of more than ten percent (10%)
in aggregate principal amount of the outstanding Securities.


 


Article
7

Trustee


 


Section 7.01.     
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such
of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent
Person would exercise or use under the circumstances in the conduct of his or her own affairs.


 


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


 


(i)             
the Trustee need perform only those duties that 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 on its part, the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they
conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or
other facts stated therein).


 






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(c)              
The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct, except that:


 


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


 


(ii)          
the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section 6.05.


 


(d)              
Every provision of this Indenture that in any way relates to the Trustee is subject to the provisions of this Section
7.01.


 


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


 


(f)               
No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.


 


Section 7.02.     
Rights of Trustee. (a) The Trustee may conclusively rely on any document believed by it in good faith to be
genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in
the document; if, however, the Trustee shall determine to make such further inquiry or investigation, it shall be entitled during
normal business hours to examine the relevant books, records and premises of the Company, personally or by agent or attorney upon
reasonable prior notice, at the sole cost of the Company, and shall incur no liability or additional liability of any kind by reason
of such inquiry or investigation.


 


(b)              
Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate and/or an Opinion
of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’
Certificate or Opinion of Counsel.


 


(c)              
Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Order, and
any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution.


 


(d)              
The Trustee may consult with counsel of its own selection, and the advice of such counsel or any opinion of counsel
shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.


 


(e)              
The Trustee may act through agents or attorneys and shall not be responsible for the misconduct or negligence of
any agent or attorney appointed with due care.


 


(f)               
The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized
or within its discretion, rights or powers conferred upon it by this Indenture; provided that the Trustee’s action
does not constitute willful misconduct or negligence.


 






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(g)              
Except with respect to Section 4.01, where it acts as Paying Agent, the Trustee shall have no duty to inquire as
to the performance of the Company with respect to the covenants contained in Article 4. In addition, the Trustee shall not be deemed
to have knowledge of an Event of Default except (i) any Default or Event of Default occurring pursuant to Section 6.01(a) or (b)
for which it acts as Paying Agent or (ii) any Default or Event of Default of which a Responsible Officer of the Trustee who shall
have direct responsibility for the administration of this Indenture shall have received written notification or obtained actual
knowledge. Delivery of reports, information and documents to the Trustee under Article 4 (other than Section 4.04 and 4.06) is
for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute actual or 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 rely on Officers’ Certificates).


 


(h)              
The Trustee shall be under no obligation to exercise any of the rights or powers vested by this Indenture at the
request or demand of any of the Holders pursuant to this Indenture unless such Holders shall have offered to the Trustee security
or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance
with such request or demand.


 


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


 


(j)               
The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles
of Officers authorized at such time to take specified actions pursuant to this Indenture, which 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.


 


(k)              
Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee or any Securities Agent
be liable under or in connection with this Indenture and the Securities for indirect, special, incidental, punitive or consequential
losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee
or such Securities Agent has been advised of the possibility thereof and regardless of the form of action in which such damages
are sought.


 


(l)               No bond or surety shall be required of the Trustee with
respect to performance of the Trustee’s duties and powers hereunder.


 


(m)            Under
no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by this Indenture or the
Note.


 


(n)            Any
discretion, permissive right, or privilege of the Trustee hereunder shall not be deemed to be or otherwise construed as a duty
or obligation of the Trustee hereunder.


 






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Section 7.03.     
Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or any of its Affiliates with the same rights the Trustee would have
if it were not Trustee. Any Securities Agent may do the same with like rights. The Trustee, however, must comply with Section 7.09.


 


Section 7.04.     
Trustee’s Disclaimer. The Trustee makes no representation as to the validity or adequacy of this Indenture
or the Securities; the Trustee shall not be accountable for the Company’s use of the proceeds from the Securities; and the
Trustee shall not be responsible for any statement in the Securities other than its certificate of authentication.


 


Section 7.05.     
Notice of Defaults. If a Default or Event of Default occurs and is continuing as to which the Trustee is deemed
to have knowledge in accordance with Section 7.02(g), then the Trustee shall send to each Holder a notice of the Default or Event
of Default within thirty (30) days after receipt of such notice or after acquiring such knowledge, as applicable, unless such Default
or Event of Default has been cured or waived; provided, however, that, except in the case of a Default or Event of
Default in payment or delivery of any amounts due (including principal, interest, the Fundamental Change Repurchase Price or the
consideration due upon conversion) with respect to any Security, the Trustee may withhold such notice if, and so long as it in
good faith determines that, withholding such notice is in the best interests of Holders.


 


Section 7.06.     
Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its
services hereunder as shall be mutually agreed upon in writing. The Trustee’s compensation shall not be limited by any law
on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket
expenses incurred by it pursuant to, and in accordance with, any provision hereof, except for any such expenses as shall have been
caused by the Trustee’s own negligence or willful misconduct. Such expenses shall include the reasonable compensation and
out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice
of any expense not in the ordinary course of business.


 


The Company shall indemnify each of the
Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, any and all loss, liability,
damage, claim, cost or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the
income of the Trustee) incurred by it in connection with the acceptance or administration of this trust, the performance of its
duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this Section 7.06, including
the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, any Holder or any other
Person) or liability in connection with the exercise or performance of any of its powers and duties hereunder. The Company need
not pay for any settlement made without its consent. The Trustee shall notify the Company promptly of any claim for which it may
seek indemnification; provided that failure to give such notice shall not relieve the Company of its obligations under this
Section 7.06. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through
the Trustee’s own negligence or willful misconduct.


 






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To secure the Company’s payment obligations
in this Section 7.06, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee,
except that held in trust to pay amounts due on particular Securities.


 


The indemnity obligations of the Company
with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination
of this Indenture.


 


When the Trustee incurs expenses or renders
services after an Event of Default specified in Section 6.01(g) or Section 6.01(h) occurs, the expenses and the compensation for
the services are intended to constitute expenses of administration under any Bankruptcy Law.


 


Section 7.07.     
Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall
become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.07. For the avoidance
of doubt, the Trustee shall continue its role until the appointment of a successor Trustee is effective.


 


The Trustee may resign by so notifying the
Company in writing thirty (30) days prior to such resignation. The Holders of a majority in aggregate principal amount of the Securities
then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing and may appoint a successor Trustee
with the Company’s consent. The Company may remove the Trustee if:


 


(a)              
the Trustee fails to comply with Section 7.09;


 


(b)              
the Trustee is adjudged bankrupt or insolvent;


 


(c)              
a receiver or other public officer takes charge of the Trustee or its property; or


 


(d)              
the Trustee becomes incapable of acting.


 


If the Trustee resigns or is removed for
any reason, the Company shall promptly appoint a successor Trustee so that no vacancy exists in the role of Trustee.


 


If a successor Trustee does not take office
within thirty (30) days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Company’s expense),
the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the outstanding Securities may petition
any court of competent jurisdiction for the appointment of a successor Trustee.


 


If the Trustee fails to comply with Section
7.09, the Company or any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment
of a successor Trustee.


 






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A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall send a notice of its succession to Holders. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.06.


 


Section 7.08.     
Successor Trustee by Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further
act shall be the successor Trustee, if such successor corporation is otherwise eligible hereunder.


 


Section 7.09.     
Eligibility; Disqualification. There shall at all times be a Trustee hereunder that (i) is an entity organized
and doing business under the laws of the United States of America or of any state thereof or the District of Columbia, (ii) is
subject to supervision or examination by federal or state authorities and (iii) has a combined capital and surplus of at least
$50 million as set forth in its most recent published annual report of condition.


 


Section 7.10.     
Preferential Collection of Claims Against Company. To the extent the TIA then applies to the Indenture, the
Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). To the extent the TIA
then applies to the Indenture, a Trustee who has resigned or been removed shall be subject to § 311(a) to the extent indicated.


 


Section 7.11.     
Reports by Trustee to Holders. Within 60 days after each May 15, beginning with May 15, 2020, the Trustee
shall send to all Holders of the Securities, as their names and addresses appear on the register kept by the Registrar, a brief
report dated as of such anniversary date, in accordance with, and to the extent required under, TIA § 313(a) (but if no event
described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted).
The Trustee also will comply with TIA § 313(b)(2). The Trustee will also send all reports as required by TIA § 313(c).
A copy of each report at the time of its delivery to the Holders of Securities shall be delivered to the Company and each stock
exchange on which the Securities are listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee
in writing when the Securities are listed on any stock exchange or any delisting thereof.


 






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Article
8

Discharge of Indenture


 


Section 8.01.     
Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the
Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding
Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii)
all outstanding Securities have become due and payable at their scheduled maturity, upon conversion or Repurchase Upon Fundamental
Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent
(if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders
in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable,
solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy all obligations due and owing on all outstanding
Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any
conversion or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable
hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have
been complied with; provided, however, that Section 2.03, Section 2.04, Section 2.05, Section 2.08, Section 7.06,
Section 7.07, Section 7.08, Section 7.09, Section 13.09 and Section 13.14, and this Article 8 shall survive any discharge of this
Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding;
provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are
no Securities outstanding.


 


Section 8.02.     
Application of Trust Money. The Trustee shall hold in trust all money deposited with it pursuant to Section
8.01 and shall apply such deposited money through the Paying Agent and in accordance with this Indenture to the payment of amounts
due on the Securities.


 


Section 8.03.     
Repayment to Company. Subject to applicable escheatment laws, the Trustee and the Paying Agent shall promptly
notify the Company of, and pay to the Company upon the written request of the Company, any excess money held by them at any time.
The Trustee or the Paying Agent, as the case may be, shall provide written notice to the Company of any money that has been held
by it and has, for a period of two (2) years, remained unclaimed for the payment of the principal of, or any accrued and unpaid
interest on, the Securities. Subject to the requirements of applicable law, the Trustee and the Paying Agent shall pay to the Company
upon the written request of the Company any money held by them for the payment of the principal of, or any accrued and unpaid interest
on, the Securities that remains unclaimed for two (2) years. After payment to the Company, Holders entitled to the money must look
to the Company for payment as general creditors, subject to applicable law, and all liability of the Trustee and the Paying Agent
with respect to such money and payment shall, subject to applicable law, cease.


 


Section 8.04.     
Reinstatement. If any money, Common Stock or other consideration cannot be applied in accordance with Section
8.01 and Section 8.02 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the obligations of the Company under this Indenture and the Securities
shall be revived and reinstated as though no deposit or delivery had occurred pursuant to Section 8.01 and Section 8.02 until such
time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.01 and Section 8.02; provided,
however, that if the Company has made any payment of amounts due with respect to any Securities because of the reinstatement
of its obligations, then the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment
from the money, Common Stock or other consideration held by the Trustee or Paying Agent.


 






    44


     


    

 


Article
9

Amendments


 


Section 9.01.     
Without Consent of Holders. The Company may amend or supplement this Indenture or the Securities without notice
to or the consent of any Holder:


 


(a)              
to comply with Article 5 or Section 10.11;


 


(b)              
to secure the obligations of the Company in respect of the Securities or add guarantees with respect to the Securities;


 


(c)              
to evidence and provide for the appointment of a successor Trustee in accordance with Section 7.07;


 


(d)              
to comply with the provisions of any securities depository, including DTC, clearing agency, clearing corporation
or clearing system, or the requirements of the Trustee or the Registrar, relating to transfers and exchanges of any applicable
Securities pursuant to this Indenture;


 


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


 


(f)               
to make provision with respect to adjustments to the Conversion Rate as required by this Indenture or to increase
the Conversion Rate in accordance with this Indenture;


 


(g)              
to irrevocably elect or eliminate one or more Settlement Methods and/or irrevocably elect a minimum Specified Dollar
Amount;


 


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


 


(i)                
to permit the conversion of the Securities into Reference Property in accordance with Section 10.11; or


 


(j)                
to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture and
any supplemental indenture under the TIA.


 


In addition, the Company and the Trustee
may enter into a supplemental indenture without the consent of Holders of the Securities to cure any ambiguity, defect, omission
or inconsistency in this Indenture in a manner that does not materially adversely affect the rights of any Holder.


 


Any supplemental indenture authorized by
the provisions of this Section 9.01 may be executed by the Company and the Trustee without the consent of the Holders of any of
the Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02.


 






    45


     


    

 


Section 9.02.     
With Consent of Holders. The Company may amend or supplement this Indenture or the Securities with the written
consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities (including, without limitation,
consents obtained from Holders in connection with a purchase of, or tender or exchange offer for, Securities) and in compliance
with Section 4.18 of the Investment Agreement. Subject to Section 6.04 and 6.07, the Holders of a majority in aggregate principal
amount of the outstanding Securities may, by written notice to the Trustee, waive by consent (including, without limitation, consents
obtained from Holders in connection with a purchase of, or tender or exchange offer for, Securities) compliance by the Company
with any provision of this Indenture or the Securities without notice to any other Holder. Notwithstanding the foregoing or anything
herein to the contrary, without the consent of the Holder of each outstanding Security affected, an amendment, supplement or waiver,
including a waiver pursuant to Section 6.04, may not:


 


(a)              
change the stated maturity of the principal of, or the payment date of any installment of interest on, any Security;


 


(b)              
reduce the principal amount of any Security, or any interest on, any Security;


 


(c)              
change the place or currency of payment of principal of, or any interest on, any Security;


 


(d)              
impair the right of any Holder to receive any payment on, or with respect to, or any delivery or payment due upon
the conversion of, any Security or impair the right to institute suit for the enforcement of any delivery or payment on, or with
respect to, or due upon the conversion of, any Security;


 


(e)              
modify, in a manner adverse to Holders, the obligation of the Company pursuant to Section 3.01 to repurchase Securities
upon the occurrence of a Fundamental Change


 


(f)               
adversely affect the right of Holders to convert Securities in accordance with Article 10;


 


(g)              
reduce the percentage in aggregate principal amount of outstanding Securities whose Holders must consent to a modification
to or amendment of any provision of this Indenture or the Securities; or


 


(h)              
modify the provisions of Article 9 that require each Holder’s consent or the waiver provisions of Section 6.04
with respect to modification and waiver (including waiver of a Default or an Event of Default), except to increase the percentage
required for modification or waiver or to provide for the consent of each affected Holder.


 


Notwithstanding the foregoing or anything
to the contrary, so long as any Sponsor Securities are outstanding, without the consent of the Holders of 100% of the aggregate
principal amount of the Sponsor Securities, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may
not modify any provision contained in this Indenture specifically and uniquely applicable to the Sponsor Securities in a manner
adverse to the Holders of, or the holders of a beneficial interest in, the Sponsor Securities.


 


Promptly after an amendment, supplement
or waiver under Section 9.01 or this Section 9.02 becomes effective, the Company shall send, or cause to be sent, to Holders a
notice briefly describing such amendment, supplement or waiver. Any failure of the Company to send such notice shall not in any
way impair or affect the validity of such amendment, supplement or waiver.


 






    46


     


    

 


It shall not be necessary for the consent
of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall
be sufficient if such consent approves the substance thereof.


 


Section 9.03.     
Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective (or until such
earlier date as specified by the Company in connection with the solicitation of such consent), a consent to it by a Holder is a
continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt
as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder
or subsequent Holder may revoke the consent as to its Security or portion of a Security if the Trustee receives the notice of revocation
before the date the amendment, supplement or waiver becomes effective (or such earlier date specified by the Company in connection
with the solicitation of such consent).


 


After an amendment, supplement or waiver
becomes effective with respect to the Securities, it shall bind every Holder unless such amendment, supplement or waiver makes
a change that requires, pursuant to Section 9.02, the consent of each Holder affected. In that case, the amendment, supplement
or waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of
a Security that evidences the same debt as the consenting Holder’s Security. Any amendment to this Indenture or the Securities
shall be set forth in a supplemental indenture to this Indenture that complies with the TIA as then in effect, if the TIA is applicable
to this Indenture.


 


Nothing in this Section 9.03 shall impair
the Company’s rights pursuant to Section 9.01 to amend this Indenture or the Securities without the consent of any Holder
in the manner set forth in, and permitted by, such Section 9.01.


 


Section 9.04.     
Notation on or Exchange of Securities. If an amendment, supplement or waiver changes the terms of a Security,
the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation
on the Security as directed and prepared by the Company about the changed terms and return it to the Holder. Alternatively, if
the Company so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security
that reflects the changed terms.


 


Section 9.05.     
Trustee Protected. The Trustee shall sign any amendment, supplemental indenture or waiver authorized pursuant
to this Article 9; provided, however, that the Trustee need not sign any amendment, supplement or waiver authorized
pursuant to this Article 9 that adversely affects the Trustee’s rights, duties, liabilities or immunities. The Trustee shall
receive and conclusively rely upon an Opinion of Counsel as to legal matters and an Officers’ Certificate as to factual matters
that any supplemental indenture, amendment or waiver is permitted or authorized pursuant to this Indenture and constitutes the
legal, valid and binding obligation of the Company enforceable in accordance with its terms (subject to customary exceptions).


 


Section 9.06.     
Effect of Supplemental Indentures. Upon the due execution and delivery of any supplemental indenture in accordance
with this Article 9, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part
of this Indenture for all purposes, and, except as set forth in Section 9.02 and Section 9.03, every Holder of Securities shall
be bound thereby.


 






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Article
10

Conversion


 


Section 10.01. 
Conversion Privilege. (a) Subject to the limitations of Section 10.02, Section 10.11 and the settlement provisions
of Section 10.14(c), and upon compliance with the provisions of this Article 10, each Holder of a Security 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 a multiple
thereof) of such Security (i) with respect to any Sponsor Securities, at any time prior to the close of business on the Scheduled
Trading Day immediately preceding the Maturity Date and (ii) with respect to any Securities that are not Sponsor Securities, (A)
at any time prior to the close of business on the Business Day immediately preceding February 15, 2022 under the circumstances
and during the periods set forth in clause (d) of this Section 10.01 and (B) irrespective of the circumstances
set forth in clause (d) of this Section 10.01, on or after February 15, 2022 and prior to the Close
of Business on the Scheduled Trading Day immediately preceding the Maturity Date, in each case, at the then applicable Conversion
Rate per $1,000 principal amount of Securities (subject to the settlement provisions of Section 10.02, the “Conversion
Obligation”).


 


(b)              
To convert its Security, a Holder of a Physical Security must (i) complete and manually sign the Conversion Notice,
or a facsimile thereof, with appropriate notarization or signature guarantee, and deliver the completed Conversion Notice or a
facsimile thereof to the Conversion Agent, (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate
endorsements and transfer documents if required by the Registrar or Conversion Agent, (iv) pay all transfer or similar taxes if
required pursuant to Section 10.04 and (v) pay funds equal to interest payable on the next Interest Payment Date if so required
by Section 10.02(d). If a Holder holds a beneficial interest in a Global Security, to convert such Security, the Holder must comply
with clauses (iv) and (v) above and the Depository’s procedures for converting a beneficial interest in a Global Security.


 


(c)              
A Holder may convert a portion of the principal amount of a Security if such portion is $1,000 principal amount or
an integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion
of a portion of such Security.


 


(d)              
If a transaction or event that constitutes a Fundamental Change or Make-Whole Fundamental Change occurs, regardless
of whether a Holder of the Securities has the right to require the Company to repurchase the Securities pursuant to Section
3.01, or if the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially
all of the Company’s assets (other than any merger or binding share exchange, in each case, solely for the purpose of changing
the Company’s jurisdiction of organization that (I) does not constitute a Fundamental Change or a Make-Whole Fundamental
Change and (II) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares
of common stock of the surviving entity and such surviving entity succeeds to all of the Company’s rights and obligations
under this Indenture and is a “United States person” under Section 7701(a)(30) of the U.S. Internal Revenue Code of
1986, as amended), in each case pursuant to which Common Stock would be converted into cash, securities or other assets, then all
or any portion of a Holder’s Securities that are not Sponsor Securities may be surrendered for conversion at any time from
or after the date that is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction (or, if later, the
Business Day after the Company gives notice of such transaction) until 35 Trading Days after the actual effective date of such
transaction or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date.
The Company shall notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) (i) as promptly as practicable
following the date the Company publicly announces such transaction but in no event less than 35 Scheduled Trading Days prior to
the anticipated effective date of such transaction; or (ii) if the Company does not have knowledge of the anticipated effective
date of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date of such transaction, then within
two Business Days of the earlier of (x) the date upon which the Company receives notice, or otherwise becomes aware, the anticipated
effective date of such transaction and (y) the actual effective date of such transaction.


 






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Section 10.02. 
Conversion Procedure and Payment Upon Conversion.


 


(a)              
Subject to this Section 10.02 and Section 10.11 and the settlement provisions of Section 10.14(c), upon conversion
of any Security, the Company shall pay or deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal
amount of Securities being converted, cash (“Cash Settlement”), Common Stock, together with cash, if applicable,
in lieu of delivering any fractional shares of Common Stock in accordance with Section 10.03 (“Physical Settlement”)
or a combination of cash and Common Stock, together with cash, if applicable, in lieu of delivering any fractional shares of Common
Stock in accordance with Section 10.03 (“Combination Settlement”), at its election, as set forth in this Section
10.02.


 


(i)             
All conversions for which the relevant Conversion Date occurs on or after the 27th Scheduled Trading Day immediately
prior to the Maturity Date shall be settled using the same Settlement Method.


 


(ii)          
Except for any conversions described in the immediately preceding clause (i), the Company shall use the same Settlement
Method for all conversions of Securities occurring on the same Conversion Date, but the Company shall not have any obligation to
use the same Settlement Method with respect to conversions that occur on different Conversion Dates.


 


(iii)        
If, in respect of any Conversion Date (or for all conversions in any period), the Company elects to deliver a notice
(the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date (or such period,
as the case may be), the Company, through the Trustee, shall deliver such Settlement Notice to converting Holders no later than
the Close of Business on the Trading Day immediately following the relevant Conversion Date to which such Settlement Notice applies
(or, in the case of any conversions occurring on or after the 27th Scheduled Trading Day immediately prior to the Maturity Date,
no later than the 27th Scheduled Trading Day immediately prior to the Maturity Date). If the Company does not elect a Settlement
Method prior to the deadline set forth in the immediately preceding sentence for a Conversion Date, the Company shall no longer
have the right to elect Cash Settlement or Physical Settlement with respect to conversions on such Conversion Date and the Company
shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation on such Conversion Date, and the
Specified Dollar Amount per $1,000 principal amount of Securities 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 Securities. 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 Securities in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Securities shall be deemed
to be $1,000. Notwithstanding the foregoing, any conversion of Sponsor Securities shall be subject to Section 10.02(a)(v).


 






    49


     


    

 


(iv)         
The cash, Common Stock or combination of cash and Common Stock in respect of any conversion of Securities (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 Securities being converted a number of shares
of Common Stock equal to the Conversion Rate in effect on the Conversion Date (provided that the Company shall deliver cash
in lieu of any fractional shares as described in Section 10.03);


 


(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 Securities being converted cash in an amount equal
to the sum of the Daily Conversion Values for each Trading Day during the related Observation Period; and


 


(C)             
if the Company elects (or is deemed to have elected pursuant to Section 10.02(a)(iii)) to satisfy its Conversion Obligation
in respect of such conversion by Combination Settlement, the Company shall pay or deliver to the converting Holder, as the case
may be, in respect of each $1,000 principal amount of Securities being converted, a Settlement Amount equal to the sum of the Daily
Settlement Amounts for each Trading Day during the related Observation Period.


 


(v)           
Notwithstanding anything herein to the contrary, the Company hereby initially elects to satisfy its Conversion Obligation
with respect to any conversion of Sponsor Securities by Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000
principal amount of Securities. The Company may change its Settlement Method election (and, in the case of Combination Settlement,
the Specified Dollar Amount) with respect to any conversion of Sponsor Securities by delivering a notice that specifies the newly
elected Settlement Method and, in the case of Combination Settlement, the applicable Specified Dollar Amount (the “Sponsor
Settlement Notice”) to the Holders of the Sponsor Securities, and such newly elected Settlement Method (and, in the case
of Combination Settlement, the Specified Dollar Amount) shall be effective no earlier than ten (10) Trading Days after the date
on which such Sponsor Settlement Notice was received by the Holder. In the event any Holder(s) of Sponsor Securities exercises
its right to convert all or any portion of such Sponsor Securities, such Holder may specify in the Conversion Notice delivered
to the Company that the relevant observation period for purposes of determining the Daily Settlement Amount, in the case of Combination
Settlement, and Daily Conversion Values, in the case of Cash Settlement, with respect to such Sponsor Securities shall be (x) the
Observation Period or (y) the 25 consecutive Trading Day period beginning on, and including, the 25th Trading Day immediately preceding
the applicable Conversion Date and ending on the Trading Day immediately preceding such Conversion Date (such period, the “Alternative
Observation Period”). If such Holder specifies use of the Alternative Observation Period, the Company shall promptly,
following the last Trading day of the Observation Period, (x) determine the Daily Settlement Amount or the Daily Conversion Values,
as the case may be, and the amount of cash payable in lieu of delivering any fractional shares of Common Stock, in each case, based
on the Alternative Observation Period and (y) notify the Trustee, the Conversion Agent (if other than the Trustee) and such Holder
of Sponsor Securities being so converted of the Daily Settlement Amount or the Daily Conversion Values, as the case may be, and
the amount of cash payable in lieu of delivering any fractional shares of Common Stock. If such Holder specifies use of the Observation
Period, the Company shall promptly (x) determine the Daily Settlement Amount or the Daily Conversion Values, as the case may be,
and the amount of cash payable in lieu of delivering any fractional shares of Common Stock, in each case, based on the Observation
Period and (y) notify the Trustee, the Conversion Agent (if other than the Trustee) and such Holder of Sponsor Securities being
so converted of the Daily Settlement Amount or the Daily Conversion Values, as the case may be, and the amount of cash payable
in lieu of delivering any fractional shares of Common Stock. If such Holder fails to specify the observation period in such Conversion
Notice, such Holder will be deemed to have elected the Alternative Observation Period.


 






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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 shares of Common Stock, and in any event within one (1) Business
Day following the last day of the Observation Period, the Company shall notify the Trustee and the Conversion Agent (if other than
the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash payable
in lieu of delivering fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall
have no responsibility for any such determination.


 


(b)              
Each conversion shall be deemed to have been effected as to any Securities surrendered for conversion at the Close
of Business on the applicable Conversion Date; provided, however, that the Person in whose name any shares of the
Common Stock shall be issuable upon such conversion shall become the holder of record of such shares as of the Close of Business
on such Conversion Date (in the case of Physical Settlement or any conversion of Sponsor Securities to which the Observation Period
applies pursuant to Section 10.02(a)) or the last Trading Day of the relevant Observation Period (in the case of Combination Settlement
of Securities other than Sponsor Securities and in the case of any conversion of Sponsor Securities to which the Alternative Observation
Period applies pursuant to Section 10.02(a)). Prior to such time, a Holder receiving Common Stock upon conversion shall not be
entitled to any rights relating to such Common Stock, including, among other things, the right to vote and receive dividends and
notices of shareholder meetings. The Company will determine the Conversion Date and the last Trading Day of the relevant Observation
Period or Alternative Observation Period, as applicable, in accordance with the requirements set forth herein and notify the Trustee
of the same.


 


(c)              
In the case of any conversion of Securities other than the Sponsor Securities and in the case of any conversion of
Sponsor Securities to which the Observation Period applies pursuant to Section 10.02(a), the Company shall pay or deliver, as the
case may be, the consideration due in respect of the Conversion Obligation on the later of (i) the third Business Day immediately
following the relevant Conversion Date and (ii) the third Business Day immediately following the last Trading Day of the relevant
Observation Period, as applicable. In the case of any conversion of Sponsor Securities to which the Alternative Observation Period
applies pursuant to Section 10.02(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of
the Conversion Obligation on the third Business Day immediately following the relevant Conversion Date unless otherwise specified
in the written notice referred to in the proviso below; provided, however, that (i) to the extent all or a portion
of the Conversion Obligation is paid in cash, such cash shall not be due until the earlier of (A) the 30th Business Day immediately
following the relevant Conversion Date and (B) the Maturity Date, and (ii) to the extent all or a portion of the Conversion Obligation
is to be paid in shares of Common Stock, such shares shall be delivered on the day specified in a written notice from the beneficial
owner(s) of the Sponsor Securities being converted that is delivered to the Company on or prior to the second Business Day immediately
following the relevant Conversion Date, which delivery date (in respect of such shares of Common Stock) shall be no earlier than
the third Business Day immediately following the relevant Conversion Date and be no later than the seventh Business Day immediately
following the relevant Conversion Date (it being understood that if no such notice is delivered to the Company, then the Company
shall deliver such shares on the third Business Day immediately following the relevant Conversion Date). Such written notice shall
include a certification therein that the beneficial owners delivering such written notice are holders that hold beneficial interests
in the Sponsor Securities subject to conversion. If any shares of Common Stock are due to converting Holders, the Company shall
issue or cause to be issued, and deliver or cause to be delivered to such Holder, or such Holder's nominee(s) or transferee(s),
certificates or a book-entry transfer through the Depository for the full amount of Common Stock to which such Holder shall be
entitled in satisfaction of the Company’s Conversion Obligation.


 






    51


     


    

 


(d)              
Except to the extent otherwise provided in this Section 10.02(d), no payment or adjustment will be made for accrued
interest on a converted Security, and accrued interest, if any, will be deemed to be paid by the consideration paid to the Holder
upon conversion. Such accrued interest, if any, shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.
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 Security and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. Upon a conversion
of Securities into a combination of cash and Common Stock, accrued and unpaid interest will be deemed to be paid first out of the
cash paid upon such conversion. If any Holder surrenders a Security for conversion after the Close of Business on the Record Date
for the payment of an installment of interest but prior to the Open of Business on the next Interest Payment Date, then, notwithstanding
such conversion, the full amount of interest payable with respect to such Security on such Interest Payment Date shall be paid
on such Interest Payment Date to the Holder of record of such Security at the Close of Business on such Record Date; provided,
however, that such Security, when surrendered for conversion, must be accompanied by payment in cash to the Conversion Agent
on behalf of the Company of an amount equal to the full amount of interest payable on such Interest Payment Date on the Security
so converted; provided further, however, that such payment to the Conversion Agent described in the immediately preceding
proviso in respect of a Security surrendered for conversion shall not be required with respect to a Security that (i) is surrendered
for conversion after the Close of Business on the Record Date immediately preceding the Maturity Date, or (ii) is surrendered for
conversion after the Close of Business on a Record Date for the payment of an installment of interest and on or prior to the Open
of Business on the related Interest Payment Date, where, pursuant to Section 3.01, the Company has specified, with respect to a
Fundamental Change, a Fundamental Change Repurchase Date that is after such Record Date but on or prior to such Interest Payment
Date.


 


(e)              
If a Holder converts more than one Security at the same time, the Conversion Obligation with respect to such Securities
shall be based on the total principal amount of all Securities so converted.


 


(f)               
Upon surrender of a Security that is converted in part, the Trustee shall authenticate for the Holder a new Security
equal in principal amount to the unconverted portion of the Security surrendered.


 


Section 10.03. 
Cash in Lieu of Fractional Shares. The Company shall not issue fractional shares of Common Stock upon the
conversion of a Security. Instead, the Company shall pay to converting Holders cash in lieu of fractional shares based on the Daily
VWAP on the relevant Conversion Date (in the case of Physical Settlement) or based on the Daily VWAP on the last Trading Day of
the relevant Observation Period (in the case of Combination Settlement). If more than one Security shall be surrendered for conversion
at one time by the same Holder, the number of full shares that shall be issuable upon conversion thereof shall be computed on the
basis of the aggregate Daily Settlement Amounts for the relevant Observation Period (in the case of Combination Settlement) or
the aggregate principal amount of the Securities, or specified portions thereof to the extent permitted hereby (in the case of
Physical Settlement) so surrendered, and any fractional shares remaining after such computation shall be paid in cash.


 






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Section 10.04. 
Taxes on Conversion. If a Holder converts its Security, the Company shall pay any documentary, stamp or similar
issue or transfer tax or duty due on the issue, if any, of Common Stock upon the conversion. However, the Holder shall pay such
tax which is due because the Holder requests the shares of Common Stock to be issued in a name other than the Holder’s name.
The Company may refuse to deliver the certificate(s) representing the Common Stock being issued or delivered to the Holder or in
a name other than such Holder’s name until the Conversion Agent receives a sum sufficient to pay any tax or duty which will
be due because shares of Common Stock are to be issued or delivered in a name other than such Holder’s name.


 


Section 10.05. 
Company to Provide Common Stock. The Company shall at all times reserve
and keep available, free from preemptive rights, out of its authorized but unissued stock, for the purpose of effecting the conversion
of the Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient for the conversion
of all outstanding Securities into shares of Common Stock at any time (assuming, for such purposes, Physical Settlement and that
at the time of computation of such number of shares, all such Securities would be converted by a single Holder). The Company shall,
from time to time and in accordance with Delaware law, cause the authorized number of shares of Common Stock to be increased if
the aggregate of the number of authorized shares of Common Stock remaining unissued shall not be sufficient for the conversion
of all outstanding (and issuable as set forth above) Securities into shares of Common Stock at any time.


 


All Common Stock issued upon conversion
of the Securities shall be validly issued, fully paid and non-assessable and shall be free of preemptive or similar rights and
free of any lien or adverse claim that arises from the action or inaction of the Company.


 


The Company shall comply with all securities
laws regulating the offer and delivery of any Common Stock upon conversion of Securities and shall list such shares on each national
securities exchange or automated quotation system on which the Common Stock is listed on the applicable Conversion Date.


 


Section 10.06. 
Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without
duplication, upon the occurrence of any of the following events on or after the date of this Indenture:


 


(a)              
In case the Company shall pay or make a dividend or other distribution on its Common Stock consisting exclusively
of Common Stock, the Conversion Rate shall be increased by multiplying such Conversion Rate by a fraction of which the denominator
shall be the number of shares of Common Stock outstanding immediately prior to the Open of Business on the Ex Date for such dividend
or distribution, and the numerator shall be the number of shares of Common Stock outstanding immediately after such dividend or
distribution, in the following formula:


 


 


 






    53


     


    

 


where,


 


		CR0	=	the Conversion Rate in effect immediately prior to the Open of Business on the Ex Date of such dividend or distribution;



 


		CR'	=	the Conversion Rate in effect immediately after the Open of Business on the Ex Date for such dividend or distribution;



 


		OS0	=	the number of shares of Common Stock outstanding immediately prior to the Open of Business on the Ex Date for such dividend or
distribution; and



 


		OS'	=	the number of shares of Common Stock outstanding immediately after such dividend or distribution.



 


In case the Company shall effect a share
split or share combination, the Conversion Rate shall be proportionally increased, in the case of a share split, and proportionally
reduced, in the case of a share combination, as expressed in the following formula:


  


 


 


where,


 


		CR0	=	the Conversion Rate in effect immediately prior to the Open of Business on the effective date of such share split or share combination;



 


		CR'	=	the Conversion Rate in effect immediately after the Open of Business on the effective date of such share split or share combination;



 


		OS0	=	the number of shares of Common Stock outstanding immediately prior to the Open of Business on the effective date of such share
split or share combination; and



 


		OS'	=	the number of shares of Common Stock outstanding immediately after such share split or share combination.



 


Any adjustment made under this Section 10.06(a)
shall become effective immediately after the Open of Business on the Ex 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 the case may be. If any dividend
or distribution of the type described in this Section 10.06(a) is declared but not so paid or made, or any share split or share
combination of the type described in this Section 10.06(a) is announced but the shares of Common Stock are not split or combined,
as the case may be, then the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines
not to pay such dividend or distribution, or not to split or combine the shares of Common Stock, as the case may be, to the Conversion
Rate that would then be in effect if such dividend or distribution had not been declared or such share split or combination had
not been announced.


 






    54


     


    

 


(b)              
If the Company distributes to all or substantially all holders of the Common Stock any rights, options or warrants
entitling them, for a period expiring not more than forty-five (45) days immediately following the date of such distribution, to
purchase or subscribe for Common Stock, at a price per share less than the average of the Closing Sale Prices of the Common Stock
over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement for such
distribution, 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 Date for such distribution;



 


		CR'	=	the Conversion Rate in effect immediately after the Open of Business on such Ex Date;



 


		OS0	=	the number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex 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 Closing Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period ending on the Trading
Day immediately preceding the date of announcement for such distribution.



 


Any increase made under this Section 10.06(b)
shall be made successively whenever any such rights, options or warrants are distributed and shall become effective immediately
after the Open of Business on the Ex Date for such distribution. To the extent that Common Stock is not delivered after expiration
of such rights, options or warrants, the Conversion Rate shall be readjusted, effective as of the date of such expiration, to the
Conversion Rate that would then be in effect had the increase with respect to the distribution of such rights, options or warrants
been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or
warrants are not so distributed, the Conversion Rate shall be decreased, effective as of the date the Board of Directors determines
not to make such distribution, to the Conversion Rate that would then be in effect if such Ex Date for such distribution had not
occurred.


 






    55


     


    

 


In determining whether any rights, options
or warrants entitle the holders to subscribe for or purchase Common Stock at less than such average of the Closing Sale Prices
for the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement for such
distribution, and in determining the aggregate offering price of such 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 Board of Directors. Except in the case of a readjustment of
the Conversion Rate pursuant to the immediately preceding paragraph, the Conversion Rate shall not be decreased pursuant to this
Section 10.06(b).


 


(c)              
If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other of its assets, securities
or property or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders
of Common Stock, but excluding (i) dividends or distributions as to which an adjustment was effected pursuant to Section 10.06(a)
or Section 10.06(b), (ii) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to
Section 10.06(d) or that is excluded from the scope of Section 10.06(d) by the parenthetical language preceding the formula therein,
(iii) distributions of Reference Property in a transaction described in Section 10.11, (iv) rights issued pursuant to a rights
plan of the Company (i.e., a poison pill), except to the extent provided by Section 10.13, and (v) Spin-Offs to which the
provisions set forth in the latter portion of this Section 10.06(c) shall apply (any of such shares of Capital Stock, indebtedness
or other assets, securities or property or rights, options or warrants to acquire its Capital Stock or other securities, the “Distributed
Property”), then, in each such case 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 Date for such distribution;



 


		CR'	=	the Conversion Rate in effect immediately after the Open of Business on the Ex Date for such distribution;



 


		SP0	=	the average of the Closing Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period ending on the Trading
Day immediately preceding the Ex Date for such distribution; and



 


		FMV	=	the fair market value (as determined by the Board of Directors) of the Distributed Property distributable with respect to each
outstanding share of Common Stock as of the Open of Business on the Ex Date for such distribution.



 






    56


     


    

 


If the Board of Directors determines “FMV”
for purposes of this Section 10.06(c) by reference to the actual or when issued trading market for any securities, it must in doing
so consider the prices in such market over the same period used in computing the Closing Sale Prices of the Common Stock over the
ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Ex Date for such distribution.


 


Notwithstanding the foregoing, if “FMV”
(as defined above) is equal to or greater than the “SP0” (as defined above), in lieu of the foregoing increase,
provision shall be made for each Holder of a Security to receive, for each $1,000 principal amount of Securities it holds, at the
same time and upon the same terms as the holders of the Common Stock, the amount and kind of Distributed Property that such Holder
would have received if such Holder had owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex
Date for such distribution.


 


Any increase made under the portion of this
Section 10.06(c) above shall become effective immediately after the Open of Business on the Ex Date for such distribution. If such
distribution is not so paid or made, the Conversion Rate shall be decreased, effective as of the date the Board of Directors determines
not to make such distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been
declared.


 


With respect to an adjustment pursuant to
this Section 10.06(c) where there has been a payment of a dividend or other distribution on the Common Stock of Capital Stock of
any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Company, where such
Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon consummation of the transaction)
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 Open of Business on the Ex Date for the Spin-Off;



 


		CR'	=	the Conversion Rate in effect immediately after the Open of Business on the Ex Date for the Spin-Off;



 


		FMV0	=	the average of the Closing Sale Prices of the Capital
Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock over the ten
(10) consecutive Trading Days immediately following, and including, the Ex Date for a Spin-Off (the “Valuation Period”);
and



 


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



 






    57


     


    

 


The increase to the Conversion Rate under
the preceding paragraph shall be determined on the last Trading Day of the Valuation Period, but will be given effect immediately
after the Open of Business on the Ex Date for such Spin-Off. Notwithstanding the foregoing, in respect of any conversion during
the Valuation Period, references in the portion of this Section 10.06(c) related to Spin-Offs with respect to 10 Trading Days shall
be deemed to be replaced with such lesser number of Trading Days as have elapsed between the Ex Date of such Spin-Off and the Conversion
Date in determining the Conversion Rate. If the period from and including the Ex Date for the Spin-Off to and including the last
Trading Day of the Observation Period in respect of any conversion of Securities is less than 10 Trading Days, references in the
portion of this Section 10.06(c) related to Spin-Offs with respect to 10 Trading Days shall be deemed to be replaced, solely in
respect of that conversion of Securities, with such lesser number of Trading Days as have elapsed from, and including, the Ex Date
for the Spin-Off to, and including, the last Trading Day of such Observation Period.


 


Subject in all respects to Section 10.13,
rights, options or warrants distributed by the Company to all holders of its Common Stock entitling the holders thereof 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 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 10.06(c) (and no adjustment to the
Conversion Rate under this Section 10.06(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 10.06(c), as the case may be. 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 Date with respect to new rights, options or warrants with such rights (and a termination or expiration of the existing rights,
options or warrants 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 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 10.06(c), as the case may be, was made, (1) in the case of any such rights, options or warrants that shall all have
been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption
or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution,
equal to the per share redemption or repurchase 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 repurchase, 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 or
warrants had not been issued.


 






    58


     


    

 


For purposes of Section 10.06(a), Section
10.06(b) and this Section 10.06(c), any dividend or distribution to which this Section 10.06(c) is applicable that also includes
one or both of:


 


(A)            
a dividend or distribution of Common Stock to which Section 10.06(a) is applicable (the “Clause A Distribution”);
or


 


(B)             
a dividend or distribution of rights, options or warrants to which Section 10.06(b) is applicable (the “Clause
B Distribution”),


 


then (1) such dividend or distribution, other than the Clause
A Distribution and Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 10.06(c) is applicable
(the “Clause C Distribution”) and any Conversion Rate adjustment required by this Section 10.06(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 10.06(a) and Section 10.06(b)
with respect thereto shall then be made, except that, if determined by the Board of Directors, the Ex Date of the Clause A Distribution
and the Clause B Distribution shall be deemed to be the Ex Date of the Clause C Distribution and any 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 the Ex Date for such dividend or distribution” or “outstanding immediately after the Open of Business on the effective
date of such share split or share combination,” as the case may be within the meaning of Section 10.06(a) or “outstanding
immediately prior to the Open of Business on the Ex Date for such distribution” within the meaning of Section 10.06(b).


 


Except in the case of a readjustment of
the Conversion Rate pursuant to the last sentence of either the fourth or seventh paragraph of this Section 10.06(c), the Conversion
Rate shall not be decreased pursuant to this Section 10.06(c).


 


(d)              
If any cash dividend or distribution is made to all or substantially all holders of the Common Stock (other than
a regular, quarterly cash dividend that does not exceed $0.075 per share, which is referred to as the “dividend threshold,”
and which is subject to adjustment as described below), 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 Date
for such dividend or distribution;



 


		CR1	=	the Conversion Rate in effect immediately after the Open of Business on the Ex Date for such dividend or distribution;



 


		SP0	=	 the average of the Closing Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period immediately preceding
the Ex Date for such dividend or distribution (or, if the Company declares such dividend or distribution less than eleven (11)
Trading Days prior to the Ex Date for such dividend or distribution the reference to ten (10) consecutive Trading Days shall be
replaced with a smaller number of consecutive Trading Days that shall have occurred after, and not including, such declaration
date and prior to, but not including, the Ex Date for such dividend or distribution);



 


		T	=	the dividend threshold; provided, that if the dividend or distribution is not a regular cash dividend, then the dividend threshold
will be deemed to be zero; and



 


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



 






    59


     


    

 


Any adjustment made under this Section 10.06(d)
shall become effective immediately after the Open of Business on the Ex Date for such dividend or distribution.


 


The dividend threshold is subject to adjustment
in a manner inversely proportional to, and at the same time as, adjustments to the Conversion Rate; provided that no adjustment
will be made to the dividend threshold for any adjustment to the Conversion Rate pursuant to this clause (d) or Section 10.14.


 


Notwithstanding the foregoing, if “C”
(as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase,
provision shall be made for each Holder of a Security to receive, for each $1,000 principal amount of Securities it holds, at the
same time and upon the same terms as holders of the Common Stock, the amount of cash such Holder would have received as if such
Holder owned a number of shares of Common Stock equal to the Conversion Rate on the Ex Date for such cash 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 pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend
or distribution had not been declared.


 


Except in the case of a readjustment of
the Conversion Rate pursuant to the last sentence of the immediately preceding paragraph, the Conversion Rate shall not be decreased
pursuant to this Section 10.06(d).


 


(e)              
If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for the
Common Stock, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average
of the Closing Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period commencing on, and including, the
Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer,
the Conversion Rate shall be increased based on the following formula:


 






    60


     


    

 


 


 


where,


 


		CR0	=	the Conversion Rate in effect immediately prior to the Close of Business on the last Trading Day of the ten (10) consecutive
Trading Day period commencing on, 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 last Trading Day of the ten (10) consecutive Trading
Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires;



 


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



 


		OS0	=	the number of shares of Common Stock outstanding immediately prior to the time such tender or exchange offer expires (prior to
giving effect to such tender offer or exchange offer);



 


		OS'	=	the number of shares of Common Stock outstanding immediately after the time such tender or exchange offer expires (after giving
effect to such tender offer or exchange offer); and



 


		SP'	=	the average of the Closing Sale Prices of the Common Stock over the ten (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 10.06(e) shall occur at the Close of Business on the tenth (10th) Trading Day immediately following, and including,
the Trading Day next succeeding the date such tender or exchange offer expires; provided that, for purposes of determining
the Conversion Rate, in respect of any conversion during the ten (10) Trading Days immediately following, but excluding, the date
that any such tender or exchange offer expires, references in this Section 10.06(e) to ten (10) consecutive Trading Days shall
be deemed to be replaced with such lesser number of consecutive Trading Days as have elapsed between the date such tender or exchange
offer expires and the relevant Conversion Date. If the Company or one of its Subsidiaries is obligated to purchase the Common Stock
pursuant to any such tender or exchange offer but the Company or such Subsidiary is permanently prevented by applicable law from
effecting any such purchase or all such purchases are rescinded, the Conversion Rate shall be immediately decreased to the Conversion
Rate that would be in effect if such tender or exchange offer had not been made.


 


Except in the case of a readjustment of
the Conversion Rate pursuant to the last sentence of the immediately preceding paragraph, the Conversion Rate shall not be decreased
pursuant to this Section 10.06(e).


 






    61


     


    

 


(f)               
In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, and to the extent permitted
by applicable law and the rules of the Relevant Stock Exchange, the Company may, from time to time and to the extent permitted
by law, increase the Conversion Rate by any amount for a period of at least twenty-five (25) Trading Days or any longer period
as may be permitted or required by law, if the Board of Directors has made a determination, which determination shall be conclusive,
that such increase would be in the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such
period. The Company shall give notice to the Trustee and cause notice of such increase, which notice will include the amount of
the increase and the period during which the increase shall be in effect, to be sent to each Holder of Securities in accordance
with Section 13.01, at least fifteen (15) days prior to the date on which such increase commences.


 


(g)              
All calculations under this Article 10 shall be made to the nearest cent or to the nearest 1/10,000th of a share,
as the case may be. Adjustments to the Conversion Rate will be calculated to the nearest 1/10,000th.


 


(h)              
Notwithstanding this Section 10.06 or any other provision of this Indenture or the Securities, if a Conversion Rate
adjustment becomes effective on any Ex Date, and a Holder that has converted its Securities on or after such Ex Date and on or
prior to the related record date would be treated as the record holder of the Common Stock as of the related Conversion Date as
described under Section 10.02(b) based on an adjusted Conversion Rate for such Ex Date, then, notwithstanding the Conversion Rate
adjustment provisions in this Section 10.06, the Conversion Rate adjustment relating to such Ex Date shall not be made for such
converting Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the Common Stock on an unadjusted
basis and participate in the related dividend, distribution or other event giving rise to such adjustment.


 


(i)                
Notwithstanding this Section 10.06 or any other provision of this Indenture or the Securities, if a Holder converts
a Security, Combination Settlement is applicable to such Security and the Daily Settlement Amount for any Trading Day during the
Observation Period applicable to such Security (x) is calculated based on a Conversion Rate adjusted on account of any event described
in clauses (a), (b), (c), (d) and (e) of this Section 10.06 and (y) includes any shares of Common Stock that entitle their holder
to participate in such event, then, notwithstanding the Conversion Rate adjustment provisions in this Section 10.06, the Conversion
Rate adjustment relating to such event will not be made for such converting Holder for such Trading Day. Instead, such Holder will
be treated as if such Holder were the record owner of the Common Stock on an unadjusted basis and participate in the related dividend,
distribution or other event giving rise to such adjustment.


 


(j)                
For purposes of this Section 10.06, “effective date” means the first date on which the Common
Stock trade on the Relevant Stock Exchange, regular way, reflecting the relevant share split or share combination, as applicable.


 


(k)              
For purposes of this Section 10.06, the number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of
fractions of shares of Common Stock. The Company shall not pay any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company. The Company shall not pay any dividend or distribution on shares of Capital Stock of the Company
held in the treasury of the Company to the extent such dividend or distribution would be made in an amount based on the amount
of a dividend or distribution paid on the Common Stock.


 






    62


     


    

 


Section 10.07. 
No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction
or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted:


 


(i)             
upon the issuance of any 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;


 


(ii)           
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 plan or program of or assumed by the Company or any of the Company’s Subsidiaries
(or the issuance of any shares of Common Stock pursuant to any such options or other rights);


 


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


 


(iv)         
for accrued and unpaid interest, if any;


 


(v)           
repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including
structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives;


 


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


 


(vii)         
for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right
to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06.


 


No adjustment in the Conversion Rate less
than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made
pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward
any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion
Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion
Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred
adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion
Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change
or Make-Whole Fundamental Change and (2) on (A) the Conversion Date (in the case of Physical Settlement) and (B) on each Trading
Day of any Observation Period (in the case of Cash Settlement or Combination Settlement, and in each case, after such adjustment
shall be made such adjustments shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion
Rate).


 






    63


     


    

 


No adjustment to the Conversion Rate need
be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a))
if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders
of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock
equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect
to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by the principal amount (expressed
in thousands) of Securities held by such Holder. Pursuant to the terms of the Investment Agreement, the Company has provided for
each Holder to participate in the Special Dividend (as defined in the Investment Agreement) in accordance with this Section 10.07
and therefore no adjustment to the Conversion Rate need be made pursuant to Section 10.06 for the Special Dividend.


 


Section 10.08. 
Other Adjustments. Whenever any provision of this Indenture requires the computation of an average of the
Closing Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts over a period of multiple Trading
Days (including an Observation Period and the period for determining the Applicable Price for purposes of a Make-Whole Fundamental
Change), the Board of Directors, in its good faith determination, shall appropriately adjust such average to account for any event
requiring, pursuant hereto, an adjustment to the Conversion Rate where the effective date, Ex Date or expiration date of such event
occurs at any time on or after the first Trading Day of such period and on or prior to the last Trading Day of such period.


 


Section 10.09. 
Adjustments for Tax Purposes. Except as prohibited by law, the Company may (but is not obligated to) make
such increases in the Conversion Rate, in addition to those required by Section 10.06 hereof, as it considers to be advisable to
avoid or diminish any income tax to any holders of Common Stock (or rights to purchase Common Stock) resulting from any dividend
or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes or for any other
reason.


 


Section 10.10. 
Notice of Adjustment and Certain Events. (a) Whenever the Conversion Rate is adjusted, the Company shall promptly
file with the Trustee an Officers’ Certificate describing in reasonable detail the adjustment and the method of calculation
used and the Company shall promptly send to the Holders in accordance with Section 13.01 a notice of the adjustment setting forth
the adjusted Conversion Rate and the calculation thereof. The certificate and notice shall be conclusive evidence of the correctness
of such adjustment. In the absence of an Officers’ Certificate being filed with the Trustee (and the Conversion Agent if
not the Trustee), the Trustee may assume without inquiry that the Conversion Rate has not been adjusted and that the last Conversion
Rate of which it has knowledge remains in effect.


 


(b)              
In case of any:


 


(i)             
action by the Company or one of its Subsidiaries that would require an adjustment to the Conversion Rate in accordance
with Section 10.06 or Section 10.13;


 


(ii)           
Merger Event; or


 


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


 






    64


     


    

 


then the Company shall at least ten days prior
to the anticipated effective date of such transaction or event cause written notice thereof to be sent to the Trustee and the Holders
in accordance with Section 13.01. Such notice shall also specify, as applicable, the date or expected date on which the holders
of Common Stock shall be entitled to a distribution and the date or expected date on which the holders of Common Stock shall be
entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding-up, as the case may be. 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, Merger
Event, dissolution, liquidation or winding-up.


 


Section 10.11. 
Effect of Reclassifications, Consolidations, Mergers, Binding Share Exchanges or Sales on Conversion Privilege.
If on or after the date of this Indenture the Company:


 


(a)              
reclassifies the Common Stock (other than a change as a result of a subdivision or combination of Common Stock to
which Section 10.06(a) applies);


 


(b)              
is party to a consolidation, merger or binding share exchange; or


 


(c)              
sells, transfers, leases, conveys or otherwise disposes of all or substantially all of the consolidated property
or assets of the Company and its Subsidiaries, taken as a whole,


 


in each case, pursuant to which the Common Stock would be converted
into or exchanged for, or would constitute solely the right to receive, cash, securities or other property (any such event, a “Merger
Event”), each $1,000 principal amount of converted Securities will, from and after the effective time of such Merger
Event, be convertible into the same kind, type and proportions of consideration that a holder of a number of shares of Common Stock
equal to the Conversion Rate in effect immediately prior to such Merger Event would have received in such Merger Event (“Reference
Property”) and, prior to or at the effective time of such Merger Event, the Company or the successor or purchasing Person,
as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 9.01(a) providing for such
change in the right to convert the Securities; provided, however, that at and after the effective time of the Merger
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 Securities in accordance with Section 10.02 and (B) (I) any amount payable in cash upon conversion of
the Securities in accordance with Section 10.02 shall continue to be payable in cash, (II) any Common Stock that the Company would
have been required to deliver upon conversion of the Securities in accordance with Section 10.02 shall instead be deliverable in
the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Merger
Event and (III) the Daily VWAP shall be calculated based on a unit of Reference Property.


 






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If the Merger Event causes the Common Stock
to be converted into, or exchanged for, the right to receive more than a single type of consideration determined based in whole
or in part upon any form of stockholder election, then (i) the Reference Property into which the Securities will be convertible
shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that
affirmatively make such an election and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph
shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. The Company shall notify
Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as reasonably practicable
after such determination is made. If the holders receive only cash in such Merger Event, then for all conversions that occur after
the effective date of such Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Securities
shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased pursuant to
Section 10.14), multiplied by the price paid per share of Common Stock in such Merger Event and (B) the Company shall satisfy its
Conversion Obligation by paying cash to converting Holders on the third Business Day immediately following the relevant Conversion
Date.


 


The supplemental indenture referred to in
the first sentence of this Section 10.11 shall provide for adjustments to the Conversion Rate that shall be as nearly equivalent
as may be practicable to the adjustments of the Conversion Rate provided for in this Article 10 and for the delivery of cash by
the Company in lieu of fractional securities or property that would otherwise be deliverable to holders upon Conversion as part
of the Reference Property, with such amount of cash determined by the Board of Directors in a manner as nearly equivalent as may
be practicable to that used by the Company to determine the Closing Sale Price of the Common Stock. The provisions of this Section
10.11 shall similarly apply to successive consolidations, mergers, binding share exchanges, sales, transfers, leases, conveyances
or dispositions.


 


The Company shall not consummate any Merger
Event unless its terms are consistent with this Section 10.11.


 


None of the foregoing provisions shall affect
the right of a Holder to convert its Securities into Common Stock (and cash in lieu of any fractional share) as set forth in Section
10.01 and Section 10.02 prior to the effective date of such Merger Event.


 


In the event the Company shall execute a
supplemental indenture in accordance with this Section 10.11, the Company shall promptly file with the Trustee an Officers’
Certificate briefly stating the reasons therefor, the kind or amount of Reference Property receivable by Holders of the Securities
upon the conversion of their Securities after any such Merger Event and any adjustment to be made with respect thereto.


 


Section 10.12. 
Trustee’s Disclaimer. The Trustee and any other Conversion Agent shall have no duty to determine the
Conversion Rate (or any adjustment thereto) or whether any facts exist that may require that any adjustment under this Article
10 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of the correctness
of any such adjustment, and shall be protected in relying upon, the Officers’ Certificate with respect thereto which the
Company is obligated to file with the Trustee pursuant to Section 10.10 hereof. Neither the Trustee nor any other Conversion Agent
makes any representation as to the validity or value of any securities or assets issued upon conversion of Securities, and neither
the Trustee nor any other Conversion Agent shall be responsible for the failure by the Company to comply with any provisions of
this Article 10 or to monitor any Person’s compliance with this Article 10.


 






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The Trustee shall not be under any responsibility
to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 10.11, but
may accept as conclusive evidence of the correctness thereof, and shall be protected in relying upon, the Officers’ Certificate
with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 10.11 hereof.


 


Section 10.13. 
Rights Distributions Pursuant to Shareholders’ Rights Plans. To the extent that on or after the date
of this Indenture the Company adopts a rights plan (i.e., a poison pill) and such plan is in effect upon conversion of any Security
or a portion thereof, the Company shall make provision such that each Holder thereof shall receive, in addition to, and concurrently
with the delivery of, the Common Stock due upon conversion, the rights described in such plan, unless the rights have separated
from the Common Stock before the time of conversion, in which case the Conversion Rate shall be adjusted at the time of separation
as if the Company distributed to all holders of Common Stock, Distributed Property as described in Section 10.06(c), subject to
readjustment in the event of the expiration, termination or redemption of such rights.


 


Section 10.14. 
Increased Conversion Rate Applicable to Certain Securities Surrendered in Connection with Make-Whole Fundamental
Changes. (a) Notwithstanding anything herein to the contrary, the Conversion Rate applicable to each Security that is surrendered
for conversion, in accordance with this Article 10, at any time during the period (the “Make-Whole Conversion Period”)
from, and including, the effective date (the “Effective Date”) of a Make-Whole Fundamental Change (which Effective
Date the Company shall disclose in the written notice referred to in Section 10.14(e)) (A) if such Make-Whole Fundamental Change
does not also constitute a Fundamental Change, to, and including, the Close of Business on the date that is thirty (30) Business
Days after the later of (i) such Effective Date and (ii) the date the Company sends to Holders the relevant notice of the Effective
Date or (B) if such Make-Whole Fundamental Change also constitutes a Fundamental Change, to, and including, the Close of Business
on the Fundamental Change Repurchase Date corresponding to such Fundamental Change, shall be increased to an amount equal to the
Conversion Rate that would, but for this Section 10.14, otherwise apply to such Security pursuant to this Article 10, plus an amount
equal to the Make-Whole Applicable Increase.


 


(b)              
As used herein, “Make-Whole Applicable Increase” shall mean, with respect to a Make-Whole Fundamental
Change, the amount, set forth in the following table, which corresponds to the Effective Date and the Applicable Price of such
Make-Whole Fundamental Change:


 






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	 	 	Applicable
    Price	 
	Effective
    Date	 	$17.30	 	 	$ 18.00	 	 	$19.00	 	 	$20.41	 	 	$22.00	 	 	$23.00	 	 	$24.00	 	 	$25.00	 	 	$26.00	 	 	$28.00	 	 	$30.00	 
	November 11, 2019	 	 	8.8174	 	 	 	7.4856	 	 	 	5.9026	 	 	 	4.1984	 	 	 	2.8441	 	 	 	2.2235	 	 	 	1.7383	 	 	 	1.3608	 	 	 	1.0685	 	 	 	0.6632	 	 	 	0.4177	 
	August 15, 2020	 	 	8.8174	 	 	 	7.3189	 	 	 	5.6047	 	 	 	3.7967	 	 	 	2.4150	 	 	 	1.8091	 	 	 	1.3542	 	 	 	1.0148	 	 	 	0.7642	 	 	 	0.4396	 	 	 	0.2600	 
	August 15, 2021	 	 	8.8174	 	 	 	6.8739	 	 	 	4.8826	 	 	 	2.8844	 	 	 	1.5236	 	 	 	1.0078	 	 	 	0.6667	 	 	 	0.4444	 	 	 	0.3035	 	 	 	0.1507	 	 	 	0.0837	 
	August 15, 2022	 	 	8.8174	 	 	 	6.5694	 	 	 	3.6458	 	 	 	0.0098	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 




 


provided, however,
that:


 


(i)             
if the actual Applicable Price of such Make-Whole Fundamental Change is between two (2) Applicable Prices listed
in the table above under the row titled “Applicable Price,” or if the actual Effective Date of such Make-Whole Fundamental
Change is between two Effective Dates listed in the table above in the column immediately below the title “Effective Date,”
then the Make-Whole Applicable Increase for such Make-Whole Fundamental Change shall be determined by linear interpolation between
the Make-Whole Applicable Increases set forth for such higher and lower Applicable Prices, or for such earlier and later Effective
Dates based on a three hundred and sixty five (365) day year, as applicable;


 


(ii)           
if the actual Applicable Price of such Make-Whole Fundamental Change is greater than $30.00 per share (subject to
adjustment in the same manner as the Applicable Prices pursuant to Section 10.14(b)(iii)), or if the actual Applicable Price of
such Make-Whole Fundamental Change is less than $17.30 per share (subject to adjustment in the same manner as the Applicable Prices
pursuant to Section 10.14(b)(iii)), then the Make-Whole Applicable Increase shall be equal to zero (0);


 


(iii)          
if an event occurs that requires, pursuant to this Article 10 (other than solely pursuant to this Section 10.14),
an adjustment to the Conversion Rate, then, on the date and at the time such adjustment is so required to be made, each Applicable
Price set forth in the table above under the column titled “Applicable Price” shall be deemed to be adjusted so that
such Applicable Price, at and after such time, shall be equal to the product of (A) such Applicable Price as in effect immediately
before such adjustment to such Applicable Price and (B) a fraction the numerator of which is the Conversion Rate in effect immediately
before such adjustment to the Conversion Rate and the denominator of which is the Conversion Rate to be in effect, in accordance
with this Article 10, immediately after such adjustment to the Conversion Rate;


 


(iv)         
each Make-Whole Applicable Increase amount set forth in the table above shall be adjusted in the same manner, for
the same events and at the same time as the Conversion Rate is required to be adjusted pursuant to Section 10.06 through Section
10.13; and


 


(c)              
Subject to Section 10.11, upon surrender of Securities for conversion in connection with a Make-Whole Fundamental
Change, the Company shall, at its option, satisfy the related Conversion Obligation by Physical Settlement, Cash Settlement or
Combination Settlement in accordance with Section 10.02; provided, however, that if at the effective time of a Make-Whole
Fundamental Change described in clause (c) of the definition of Change in Control the consideration for the Common Stock is composed
entirely of cash, for any conversion of Securities following the Effective Date of such Make-Whole Fundamental Change, the Conversion
Obligation shall be calculated based solely on the Applicable Price for the transaction and shall be deemed to be an amount equal
to, per $1,000 principal amount of converted Securities, the Conversion Rate (including any Make-Whole Applicable Increase), multiplied
by such Applicable Price. In such event, the Conversion Obligation will be determined and shall be paid to Holders in cash on the
third Business Day following the Conversion Date.


 






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(d)              
As used herein, “Applicable Price” shall have the following meaning with respect to a Make-Whole
Fundamental Change: (i) if such Make-Whole Fundamental Change is a transaction or series of transactions described in clause (c)
of the definition of Change in Control and the consideration (excluding cash payments for fractional shares or pursuant to statutory
appraisal rights) for Common Stock in such Make-Whole Fundamental Change consists solely of cash, then the “Applicable Price”
with respect to such Make-Whole Fundamental Change shall be equal to the cash amount paid per share of Common Stock in such Make-Whole
Fundamental Change and (ii) in all other circumstances, the “Applicable Price” with respect to such Make-Whole Fundamental
Change shall be equal to the average of the Closing Sale Prices per share of Common Stock for the five (5) consecutive Trading
Days immediately preceding, but excluding, the Effective Date of such Make-Whole Fundamental Change, which average shall be appropriately
adjusted by the Board of Directors, in its good faith determination, to account for any adjustment, pursuant hereto, to the Conversion
Rate that shall become effective, or any event requiring, pursuant hereto, an adjustment to the Conversion Rate where the Ex Date
of such event occurs, at any time during such five (5) consecutive Trading Days.


 


(e)              
The Company shall send to each Holder, in accordance with Section 13.01, written notice of the Effective Date of
the Make-Whole Fundamental Change within ten (10) days after such Effective Date. Each such notice shall also state that, in connection
with such Make-Whole Fundamental Change, the Company shall increase, in accordance herewith, the Conversion Rate applicable to
Securities entitled as provided herein to such increase (along with a description of how such increase shall be calculated and
the time periods during which Securities must be surrendered in order to be entitled to such increase, including, without limitation,
the last day of the Make-Whole Conversion Period).


 


(f)               
For avoidance of doubt, the provisions of this Section 10.14 shall not affect or diminish the Company’s obligations,
if any, pursuant to Article 3 with respect to a Make-Whole Fundamental Change that also constitutes a Fundamental Change.


 


(g)              
Nothing in this Section 10.14 shall prevent an adjustment to the Conversion Rate pursuant to Section 10.06 in respect
of a Make-Whole Fundamental Change.


 


Section 10.15. 
 Applicable Stock Exchange Restrictions. Notwithstanding anything in this Article 10 to the contrary, in the
event of any increase in the Conversion Rate that would result in the Securities in the aggregate becoming convertible into shares
of Common Stock in excess of the share issuance limitations of the listing rules of The NASDAQ Stock Market LLC, the Company shall,
at its option (but without delaying delivery of consideration upon any conversion), either obtain stockholder approval of such
issuances or deliver cash consideration in lieu of any shares of Common Stock otherwise deliverable upon conversions in excess
of such limitations (calculated based on the applicable Settlement Amount determined as though the Company elected Cash Settlement
with respect to those shares of Common Stock in excess of such limitations).


 






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Article
11

Concerning the Holders


 


Section 11.01. 
Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in
aggregate principal amount of the Securities 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 (i) by any instrument or any number of instruments of similar
tenor executed by Holders in person or by agent or proxy appointed in writing, (ii) 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 12 or (iii) 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 Securities, the Company or the Trustee may fix, but shall not be required to, in
advance of such solicitation, a date as the record date for determining Holders entitled to take such action. The record date if
one is selected shall be not more than fifteen (15) days prior to the date of commencement of solicitation of such action.


 


Section 11.02. 
Proof of Execution by Holders. Subject to the provisions of Section 12.05, 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 Securities shall be proved
by the security register of the Registrar or by a certificate of the Registrar. The record of any Holders’ meeting shall
be proved in the manner provided in Section 12.06.


 


Section 11.03. 
Persons Deemed Absolute Owners. The Company, the Trustee, any authenticating agent, any Paying Agent, any
Conversion Agent and any Registrar may deem the Person in whose name a Security shall be registered upon the security register
of the Registrar to be, and may treat it as, the absolute owner of such Security (whether or not such Security shall be overdue
and notwithstanding any notation of ownership or other writing thereon made by any Person other than the Company or any Registrar)
for the purpose of receiving payment of or on account of the principal of and (subject to Section 2.12 and Section 4.01) accrued
and unpaid interest on such Security, or the Fundamental Change Repurchase Price, if applicable, for conversion of such Security
and for all other purposes; and neither the Company nor the Trustee nor any authenticating agent nor any Paying Agent nor any Conversion
Agent nor any Registrar shall be affected by any notice to the contrary. All such payments so made to any Holder for the time being,
or upon its order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability
for monies payable upon any such Security. Notwithstanding anything to the contrary in this Indenture or the Securities following
an Event of Default, any holder of a beneficial interest in a Global Security may directly enforce against the Company, without
the consent, solicitation, proxy, authorization or any other action of the Depository or any other Person, such holder’s
right to exchange such beneficial interest for a Physical Security in accordance with the provisions of this Indenture.


 






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Article
12

Holders’ Meetings


 


Section 12.01. 
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 12 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 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
9.02; 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 Securities under any other provision of this Indenture or under applicable law.


 


Section 12.02. 
Call of Meetings by Trustee. The Trustee may at any time call a meeting of Holders to take any action specified
in Section 12.01, 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 11.01, shall be sent to Holders of such Securities at their addresses as they
shall appear on the security register of the Registrar. Such notice shall also be sent to the Company. Such notices shall be sent
not less than twenty (20) nor more than ninety (90) days prior to the date fixed for the meeting.


 


Any meeting of Holders shall be valid without
notice if the Holders of all Securities then outstanding are present in person or by proxy or if notice is waived before or after
the meeting by the Holders of all Securities 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 12.03. 
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% in aggregate principal amount of the Securities 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 sent the notice of such meeting within twenty (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 12.01, by sending notice thereof as provided in Section 12.02.


 






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Section 12.04. 
Qualifications for Voting. To be entitled to vote at any meeting of Holders a Person shall (a) be a Holder
of one or more Securities 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 Securities 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 12.05. 
Regulations. Notwithstanding any other provision 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 Securities 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 12.03, in which case the Company or the Holders calling the meeting, as the case may be, shall in like manner appoint
a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of
a majority in aggregate principal amount of the outstanding Securities represented at the meeting and entitled to vote at the meeting.


 


Subject to the provisions of Section 2.09,
at any meeting of Holders each Holder or proxyholder shall be entitled to one vote for each $1,000 principal amount of Securities
held or represented by such Holder or proxyholder, as the case may be; provided, however, that no vote shall be cast
or counted at any meeting in respect of any Security 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 Securities 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 12.02 or Section 12.03 may be adjourned from time to time by the Holders of a majority of
the aggregate principal amount of outstanding Securities represented at the meeting, whether or not constituting a quorum, and
the meeting may be held as so adjourned without further notice.


 


Section 12.06. 
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 principal amount of
the Securities 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 sent as provided in Section 12.02. The record
shall show the principal amount of the Securities 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 12.07. 
No Delay of Rights by Meeting. Nothing contained in this Article 12 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 Securities. Nothing contained in this Article 12 shall be deemed or construed
to limit any Holder’s actions pursuant to the Applicable Procedures so long as the Securities are Global Securities.


 


 


Article
13

Miscellaneous


 


Section 13.01. 
Notices. Any notice or communication by the Company or the Trustee to the other shall be deemed to be duly
given if made in writing and delivered:


 


(a)              
by hand (in which case such notice shall be effective upon delivery);


 


(b)              
by facsimile or other electronic transmission (in which case such notice shall be effective upon receipt of confirmation
of good transmission thereof); or


 


(c)              
by overnight delivery by a nationally recognized courier service (in which case such notice shall be effective on
the Business Day immediately after being deposited with such courier service),


 


in each case to the recipient party’s address set forth
in this Section 13.01; provided, however, that notices to the Trustee shall only be effective upon the Trustee’s
actual receipt thereof. The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent
notices or communications.


 


Any notice or communication sent to a Holder
shall be sent to the Holder at its address shown on the register kept by the Registrar. Any notice or communication to be delivered
to a Holder of a Global Security shall be transmitted to the Depository in accordance with its Applicable Procedures. Failure to
send or transmit 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 to a Holder
is sent in the manner provided above, it is duly given, whether or not the addressee receives it.


 


If the Company sends or transmits a notice
or communication to Holders, it shall send a copy to the Trustee and each Securities Agent at the same time. If the Trustee or
the Securities Agent is required, pursuant to the express terms of this Indenture or the Securities, to send a notice or communication
to Holders, the Trustee or the Securities Agent, as the case may be, shall also send a copy of such notice or communication to
the Company.






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All notices or communications shall be in
writing.


 


The Company’s address is:


 


NortonLifeLock Inc.


60 E. Rio Salado Parkway, Suite 1000


Tempe, AZ 85281


Attention: General Counsel


Fax: +1 (650) 429-9137


Email: OfficeoftheGeneralCounsel@symantec.com


 


With a copy to:


 


Fenwick & West LLP


555 California Street, 12th Floor


San Francisco, CA 94104


Attention: Douglas N. Cogen, David
K. Michaels


Fax: +1 (415) 281-1350


Email: dcogen@fenwick.com; dmichaels@fenwick.com


 


The Trustee’s address is:


 


Wells Fargo Bank, National Association

333 S. Grand Avenue, 5th Floor, Suite 5A

MAC: E2064-05A

Los Angeles, CA 90071

Attention: Corporate, Municipal and Escrow Services

Facsimile: 213-253-7598


 


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


 






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Section 13.02. 
Communication by Holders with Other Holders. To the extent the TIA is then applicable: (A) The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c) and (B) Holders may communicate pursuant
to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Securities.


 


Section 13.03. 
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the
Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:


 


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


 


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


 


Each signatory to an Officers’ Certificate
or an Opinion of Counsel may (if so stated) rely, effectively, upon an Opinion of Counsel as to legal matters and an Officers’
Certificate or certificates of public officials or other representations or documents as to factual matters.


 


Section 13.04. 
Statements Required in Certificate or Opinion. Each Officers’ Certificate or Opinion of Counsel with
respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to
TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include:


 






    75


     


    

 


(a)              
a statement that the Person making such certificate or opinion has read such covenant or condition;


 


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


 


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


 


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


 


Section 13.05. 
Rules by Trustee and Agents. The Registrar, Paying Agent or Conversion Agent may make reasonable rules and
set reasonable requirements for their respective functions.


 


Section 13.06. 
Legal Holidays. If a payment date is not a Business Day, payment may be made on the next succeeding day that
is a Business Day, and no interest shall accrue on that payment for the intervening period.


 


Section 13.07. 
Duplicate Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be
an original, but all of them together represent the same agreement. Delivery of an executed counterpart by facsimile shall be effective
as delivery of a manually executed counterpart thereof.


 


Section 13.08. 
Facsimile and PDF Delivery of Signature Pages. The exchange of copies of this Indenture and of signature pages
by facsimile or portable document format (“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 13.09. 
Governing Law. THIS INDENTURE AND THE SECURITIES, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED
TO THIS INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


Each of the parties hereto hereby irrevocably
and unconditionally:


 


(a)              
submits for itself and its property in any legal action or proceeding relating solely to this Indenture or the transactions
contemplated hereby, to the general jurisdiction of the Supreme Court of the State of New York, County of New York or the United
States Federal District Court sitting for the Southern District of New York (and appellate courts thereof);


 


(b)              
consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now
or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought
in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law;


 






    76


     


    

 


(c)              
agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered
or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address
set forth in Section 13.01 or at such other address of which the other party shall have been notified pursuant thereto;


 


(d)              
agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law
or shall limit the right to sue in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in
the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto;


 


(e)              
agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the
courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected
upon such party in the manner specified herein or as otherwise permitted by law;


 


(f)               
agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court
or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect
of its obligations under this Indenture, to the extent permitted by law; and


 


(g)              
irrevocably and unconditionally waives trial by jury in any legal action or proceeding in relation to this Indenture
or the Securities.


 


Section 13.10. 
No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or any of its Subsidiaries. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.


 


Section 13.11. 
Successors. All agreements of the Company in this Indenture and the Securities shall bind its successors and
assigns. All agreements of the Trustee in this Indenture shall bind its successors.


 


Section 13.12. 
Separability. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and
a Holder shall have no claim therefor against any party hereto.


 


Section 13.13. 
Table of Contents, Headings, Etc. The Table of Contents, Cross-Reference Table 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 13.14. 
Calculations in Respect of the Securities. The Company and its agents shall make all calculations under this
Indenture and the Securities. These calculations include, but are not limited to, determinations of the Closing Sale Price of the
Common Stock, the number of shares deliverable upon conversion, adjustments to the Conversion Price and the Conversion Rate, the
Daily VWAPs, the Daily Settlement Amounts, the Daily Conversion Values, the Conversion Rate of the Securities, the amount of conversion
consideration deliverables in respect of any conversion and the amounts of interest payable on the Securities. The Company and
its agents shall make all of these calculations in good faith, and, absent manifest error, such calculations shall be final and
binding on all Holders. The Company shall provide a copy of such calculations to the Trustee (and the Conversion Agent if not the
Trustee) as required hereunder, and, the Trustee shall be entitled to conclusively rely on the accuracy of any such calculation
without independent verification. The Trustee will forward the Company’s calculations to any Holder upon the request of that
Holder at the sole cost and expense of the Company.


 






    77


     


    

 


Section 13.15. 
No Personal Liability of Directors, Officers, Employees or Shareholders. None of the Company’s past,
present or future directors, officers, employees or stockholders, as such, shall have any liability for any of the Company’s
obligations under this Indenture or the Securities or for any claim based on, or in respect or by reason of, such obligations or
their creation. By accepting a Security, each holder waives and releases all such liability. This waiver and release is part of
the consideration for the issue of the Securities.


 


Section 13.16. 
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 which are consistent with accepted practices in the banking industry
to resume performance as soon as practicable under the circumstances.


 


Section 13.17. 
Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies, or conflicts with
another provision which is required or deemed to be included in this Indenture by the TIA, such required or deemed provision shall
control. If any provision of this Indenture modifies or excludes any provision of the TIA which may be so modified or excluded,
the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.


 


Section 13.18. 
No Security Interest Created. Nothing in this Indenture or in the Securities, 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 13.19. 
Benefits of Indenture. Nothing in this Indenture or in the Securities, expressed or implied, shall give to
any Person, other than the Holders, the parties hereto, any Securities Agent and their successors hereunder, any benefit or any
legal or equitable right, remedy or claim under this Indenture.


 






    78


     


    

 


Section 13.20. 
Withholding. Notwithstanding anything herein to the contrary, the Company, the Trustee, the Registrar,
the Paying Agent and the Conversion Agent, as applicable, shall have the right to deduct and withhold from any payment or distribution
made with respect to this Indenture and any Security (or the issuance of shares of Common Stock upon conversion of the Security)
such amounts as are required to be deducted or withheld with respect to the making of such payment or distribution (or issuance)
under any applicable tax law (inclusive of rules, regulations and interpretations promulgated by competent authorities) without
liability therefor. To the extent that any amounts are so deducted or withheld, such deducted or withheld amounts shall be treated
for all purposes under this Security as having been paid to the Holder. In the event the Company, the Trustee, the Registrar, the
Paying Agent or the Conversion Agent previously remitted any amounts to a governmental entity on account of taxes required to be
deducted or withheld in respect of any payment or distribution (or deemed distribution) under this Indenture or with respect to
any Security, the Company, the Registrar, the Paying Agent or the Conversion Agent, as applicable, shall be entitled to offset
any such amounts against any amounts otherwise payable in respect of this Indenture or any Security (or the issuance of shares
of Common Stock upon conversion).


 


Section 13.21. 
U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A.
Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering,
is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship
or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information
as it may reasonably request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.


 


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


 






    79


     


    

 


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


 


	 	NORTONLIFELOCK INC. 
	 	 
	 	By:	                  
	 	 	Name:
	 	 	Title:







 


[Signature Page
to Indenture]


 






     


     


    

 


	 	Wells Fargo Bank, National Association, as Trustee, Registrar, Paying Agent and Conversion Agent
	 	 
	 	By:	            
	 	 	Name:
	 	 	Title:







 


[Signature Page
to Indenture]


 






     


     


    

 


EXHIBIT A


 


[FORM
OF FACE OF SECURITY]


 


[INSERT security
PRIVATE PLACEMENT LEGEND AND GLOBAL SECURITY LEGEND, AS REQUIRED]


 


[THIS
SECURITY IS A Sponsor SECURITY WITHIN THE MEANING OF THE INDENTURE]1


 


NORTONLIFELOCK INC.


 


Certificate No. _______


 


2.00%
Convertible Senior Notes Due 2022 (the “Securities”)


 


CUSIP No. [___]*

ISIN No. [___]*


 


NortonLifeLock Inc., a Delaware corporation
(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 [_______]2
[Cede & Co.]3, or its registered
assigns, the principal sum [of [___________] dollars ($[___________])]4
[as set forth in the “Schedule of Increases and Decreases in the Global Security” attached hereto, which amount, taken
together with the principal amounts of all other outstanding Securities, shall not, unless permitted by the Indenture, exceed six
hundred and twenty five million dollars ($625,000,000) in aggregate at any time, in accordance with the rules and procedures of
the Depository]5, on August 15, 2022
(the “Maturity Date”), and to pay interest thereon, as provided on the reverse hereof, until the principal and
any unpaid and accrued interest are paid or duly provided for.


 


Interest Payment Dates: February 15 and
August 15.


 


Record Dates: February 1 and August 1.


 


The provisions on the back of this certificate
are incorporated as if set forth on the face hereof.


 





 



 


1
This is included for Sponsor Securities.


*             Restricted
Sponsor Global Security CUSIP No. [__] and ISIN No. [__].


Unrestricted
Sponsor Global Security CUSIP No. [__] and ISIN No. [__].


Restricted
Non-Sponsor Global Security CUSIP No. [__] and ISIN No. [__].


Unrestricted
Non-Sponsor Global Security CUSIP No. [__] and ISIN No. [__].


2
This is included for Physical Securities.


3
This is included for Global Securities.


4
This is included for Physical Securities.


5This is included
for Global Securities.


 






    A-1


     


    

 


IN WITNESS WHEREOF, NortonLifeLock
Inc. has caused this instrument to be duly signed.


 





	 	NORTONLIFELOCK INC. 
	 	 
	 	By:	                
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 







 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities referred to

in the within-mentioned Indenture.


 


	
        Wells Fargo Bank, National
        Association,

         

        as Trustee

         
	 
	By:	           		                                                                                                                                     
	 	Authorized Signatory	 
	 	 	 
	Dated:	 	 	 







 


[Authentication Page for NortonLifeLock
Inc.’s 2.00% Convertible Senior Notes due 2022]


 






    A-2


     


    

 



 


[FORM OF REVERSE OF SECURITY]


 


NortonLifeLock Inc.


 


2.00%
Convertible Senior Notes Due 2022


 


1.                 
Interest. NortonLifeLock Inc., a Delaware corporation (the “Company”), promises to pay interest
on the principal amount of this Security at the rate per annum shown above. The Company will pay interest, payable semi-annually
in arrears, on February 15 and August 15 of each year, with the first payment to be made on February 15, 2020. Interest on the
Securities will accrue on the principal amount from, and including, the most recent date to which interest has been paid or provided
for or, if no interest has been paid, from, and including, August 15, 2019, in each case to, but excluding, the next Interest Payment
Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay, in cash, interest
on any overdue amount (including, to the extent permitted by applicable law, overdue interest) at the rate borne by the Securities.
In certain circumstances, Additional Interest will be payable in accordance with Section 6.02(b) of the Indenture (as defined below)
and any reference to “interest” shall be deemed to include any such Additional Interest.


 


2.                 
Maturity. The Securities will mature on the Maturity Date.


 


3.                 
Method of Payment. Except as provided in the Indenture, the Company will pay interest on the Securities to the Persons
who are Holders of record of Securities at the Close of Business on the Record Date set forth on the face of this Security immediately
preceding the applicable Interest Payment Date. Holders must surrender Securities to a Paying Agent to collect the principal amount
plus, if applicable, accrued and unpaid interest, if any, or the Fundamental Change Repurchase Price, payable as herein provided
on the Maturity Date, or on any Fundamental Change Repurchase Date, as applicable.


 


4.                 
Paying Agent, Registrar, Conversion Agent. Initially, Wells Fargo Bank, National Association (the “Trustee”)
will act as Paying Agent, Registrar and Conversion Agent. The Company may change any Paying Agent, Registrar or Conversion Agent
without prior notice.


 


5.                 
Indenture. The Company issued the Securities under an Indenture dated as of [DATE
OF ISSUANCE](the “Indenture”) between the Company and the Trustee. The Securities are subject to
all terms set forth in the Indenture, and Holders are referred to the Indenture for a statement of such terms. The Securities are
unsecured senior obligations of the Company limited to $625,000,000 aggregate principal amount, except as otherwise provided in
the Indenture (and except for Securities issued in substitution for destroyed, lost or wrongfully taken Securities). Terms used
herein without definition and which are defined in the Indenture have the meanings assigned to them in the Indenture. In the event
of any inconsistency between the terms of this Security and the terms of the Indenture, the terms of the Indenture shall control.


 


6.                 
Redemption. No redemption or sinking fund is provided for the Securities.


 


7.                 
Repurchase at Option of Holder Upon a Fundamental Change. Subject to the terms and conditions of the Indenture, in
the event of a Fundamental Change, each Holder of the Securities shall have the right, at the Holder’s option, to require
the Company to repurchase such Holder’s Securities, including any portion thereof which is $1,000 in principal amount or
an integral multiple thereof, on the Fundamental Change Repurchase Date at a price payable in cash equal to the Fundamental Change
Repurchase Price.


 






    A-3


     


    

 


8.                 
Conversion. The Securities shall be convertible into cash, Common Stock or a combination of cash and Common Stock,
as applicable, as specified in the Indenture. To convert a Security, a Holder must satisfy the requirements of Section 10.02(a)
of the Indenture. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple
thereof.


 


Upon conversion of a Security, the Holder
thereof shall be entitled to receive the cash and/or Common Stock payable upon conversion in accordance with Article 10 of the
Indenture.


 


9.                 
Denominations, Transfer, Exchange. The Securities are in registered form, without coupons, in denominations of $1,000
principal amount and integral multiples of $1,000 principal amount. The transfer of Securities may be registered and Securities
may be exchanged as provided in the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents. No service charge shall be made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection
with certain transfers or exchanges as set forth in the Indenture. The Company or the Trustee, as the case may be, shall not be
required to register the transfer of or exchange any Security for which a Repurchase Notice has been delivered, and not withdrawn,
in accordance with the Indenture, except the unrepurchased portion of Securities being repurchased in part.


 


10.             
Persons Deemed Owners. The registered Holder of a Security will be treated as its owner for all purposes. Only registered
Holders of Securities shall have the rights under the Indenture.


 


11.             
Amendments, Supplements and Waivers. The Indenture contains provisions permitting the Company and the Trustee in
certain circumstances, without the consent of the Holders of the Securities, and in certain other circumstances, with the consent
of the Holders of at least a majority in aggregate principal amount of the outstanding Securities and in other circumstances with
consent of the Holders of 100% of the aggregate principal amount of the outstanding Securities, to amend or supplement the Indenture
or the Securities.


 


12.             
Defaults and Remedies. Subject to certain exceptions, if an Event of Default occurs and is continuing, the Trustee
by notice to the Company or the Holders of at least twenty five percent (25%) in aggregate principal amount of the Securities then
outstanding by notice to the Company and the Trustee may declare the principal of, and any accrued and unpaid interest on, all
Securities to be due and payable immediately. If any of certain bankruptcy or insolvency-related Events of Default occurs and is
continuing, the principal of, and accrued and unpaid interest on, all the Securities shall ipso facto become and be immediately
due and payable without any declaration or other act on the part of the Trustee or any Holder. Subject to certain exceptions, the
Holders of a majority in aggregate principal amount of the Securities then outstanding by written notice to the Trustee may rescind
or annul an acceleration and its consequences if certain conditions specified in the Indenture are satisfied.


 






    A-4


     


    

 


13.             
Trustee Dealings with the Company. The Trustee under the Indenture, or any banking institution serving as successor
Trustee thereunder, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for,
the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee.


 


14.             
Authentication. This Security shall not be valid until authenticated by the manual signature of the Trustee or an
authenticating agent in accordance with the Indenture.


 


15.             
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants
in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with right of survivorship and not as tenants in common),
CUST (= Custodian), and U/G/M/A (Uniform Gifts to Minors Act).


 


16.             
Ranking. The Securities shall be senior unsecured obligations of the Company and will rank equal in right of payment
to all senior unsecured indebtedness of the Company, and will rank senior in right of payment to any indebtedness that is contractually
subordinated to the Securities.


 


THE COMPANY WILL FURNISH TO ANY HOLDER UPON
WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:


 


NortonLifeLock Inc.


60 E. Rio Salado Parkway, Suite 1000


Tempe, AZ 85281


Attention: General Counsel


Fax: +1 (650) 429-9137


Email: OfficeoftheGeneralCounsel@symantec.com


 






    A-5


     


    

 


ATTACHMENT 1


 


FORM OF ASSIGNMENT


 


	I or we assign to	 
	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER	 
	 	 	 	 
	 	 
	(please print or type name and address)
	 
	 
	 
	the within Security and all rights thereunder, and hereby irrevocably constitute and appoint
	 
	Attorney to transfer the Security on the books of the Company with full power of substitution in the premises.
	Dated:	 	 	
	 	 	 	NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar, or be notarized.



 


	Signature Guarantee or Notarization:   	 






 






    A-6


     


    

 


In connection with any transfer of this Security occurring prior
to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation
or general advertising in connection with, the transfer:


 


[Check One]


 


		(1)	 ̈ 	to NortonLifeLock Inc. or any Subsidiary thereof; or



 


		(2)	 ̈ 	pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities
Act”);



 


		(3)	 ̈ 	to a Person that the undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A
under the Securities Act (“Rule 144A”)) that purchases for its own account or for the account of a qualified
institutional buyer and to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant
to and in compliance with Rule 144A;



 


		(4)	 ̈ 	pursuant to an exemption from registration provided by Rule 144 under the Securities Act; or



 


		(5)	 ̈ 	pursuant to any other available exemption from the registration requirements of the Securities Act.



 


Unless one of the items (1) through (5) is checked, the Registrar
will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered
Holder thereof; provided, however, that if item (4) or (5) is checked, the Company, the transfer agent or the Registrar
may require, prior to registering any such transfer of the Securities, in their sole discretion, such written certifications and,
in the case of item (5), such other evidence or legal opinions required by the Indenture to confirm that such transfer is being
made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of
1933, as amended.


 


If none of the foregoing items are checked, the Trustee or Registrar
shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions
to any such transfer of registration set forth herein and in the Indenture shall have been satisfied.


 


	Dated:	 	 	Signed:	 	 
	 	 	(Sign exactly as name appears on the other side of this Security)



 


	Signature Guarantee or Notarization:	 	 





 






    A-7


     


    

 


ATTACHMENT 2


 


FORM OF CONVERSION NOTICE


 


To convert this Security in accordance with the Indenture, check the box:  ̈


 


Elected observation period pursuant to Section 10.02(a) (circle one):


Observation Period Alternative
Observation Period  


 


To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000):


 


$__________________ 


 


If you want the stock certificate representing
the Common Stock issuable upon conversion made out in another person’s name, fill in the form below:


 


 


(Insert other person’s
soc. sec. or tax I.D. no.)


 


 


 


 


 


 


 


 


(Print or type other person’s name,
address and zip code)



 


	 ̈ CHECK IF APPLICABLE:	 	The person in whose name the Common Stock will be issued is not (and has not been for the three months preceding the applicable
Conversion Date) an “affiliate” (as defined in Rule 144 under the Securities Act of 1933, as amended) of the Company,
and the Common Stock will upon issuance be freely tradable by such person.




 


	Date:______________	Signature(s):	 	 



 


	 	 	 	 
	 	 	(Sign exactly as your name(s) appear(s) on the other side of this Security)




 


Signature(s) guaranteed /
notarized


 


	by:	 	 
	 	(All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer
Agents Medallion Program or in such other guarantee program acceptable to the Trustee, or be notarized.)



 






    A-8


     


    

 


ATTACHMENT 3


 


FORM OF REPURCHASE NOTICE


 


Certificate No. of Security: ___________

Principal Amount of this Security: $ ___________


 


If you want to elect to have this Security
purchased by the Company pursuant to Section 3.01 of the Indenture, check the box:  ̈


 


If you want to elect to have only part of
this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased
by the Company:


 


$ __________________________________


 


(in an integral multiple of $1,000)


 


	Date:__________________	 	Signature(s):	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(Sign exactly as your name(s) appear(s) on the other side of this Security)
	 	 	 
	Signature(s) guaranteed / notarized by:	 	 
	 	 	(All signatures must be guaranteed by a guarantor institution participating
in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee, or be notarized.)


 






    A-9


     


    

 


SCHEDULE A6


 


SCHEDULE OF INCREASES AND DECREASES IN THE
GLOBAL SECURITY


 


NortonLifeLock Inc.

2.00% Convertible Senior Notes Due 2022


 


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


 


	
        Date
        of Increases and Decreases
	
        Amount
        of decrease in Principal Amount of this Global Security
	
        Amount
        of increase in Principal Amount of this Global Security
	
        Principal
        Amount of this Global Security following such decrease or increase
	
        Signature
        of authorized signatory of Trustee or Custodian

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 





 



 


6 This is included in Global Securities.


 






    A-10


     


    

 


EXHIBIT B-1A


 


FORM OF SECURITIES PRIVATE PLACEMENT legend


 


Each Global Security and Physical Security
that constitutes a Restricted Security shall bear the following “Security Private Placement Legend”:


 


THIS SECURITY AND THE COMMON STOCK 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:


 


AGREES FOR THE BENEFIT OF NORTONLIFELOCK
INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL
INTEREST HEREIN PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED IN THE INDENTURE PURSUANT TO WHICH THIS SECURITY WAS
ISSUED), 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
TO A SECURITY THAT DOES NOT BEAR A SECURITY PRIVATE PLACEMENT LEGEND IN ACCORDANCE WITH (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
BY THE COMPANY 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.


 






    B-1A-1


     


    

 


EXHIBIT B-1B


 


FORM OF COMMON STOCK PRIVATE PLACEMENT LEGEND


 


Each share of Common Stock that constitutes
a Restricted Security shall bear the following “Common Stock Private Placement Legend”:


 


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:


 


AGREES FOR THE BENEFIT OF NORTONLIFELOCK
INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL
INTEREST HEREIN PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED IN THE INDENTURE PURSUANT TO WHICH THIS SECURITY WAS
ISSUED), 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
TO A SECURITY THAT DOES NOT BEAR A COMMON STOCK PRIVATE PLACEMENT LEGEND IN ACCORDANCE WITH (D) ABOVE, THE COMPANY RESERVES 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.


 






    B-1B-1


     


    

 


EXHIBIT B-2


 


FORM OF LEGEND FOR GLOBAL SECURITY


 


Any Global Security authenticated and delivered
hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in
substantially the following form:


 


THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY
OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY
OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER
OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY
OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


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


 


TRANSFERS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN SECTIONS 2.15 AND 2.16 OF THE INDENTURE.


 






    B-2-1


     


    

 


EXHIBIT C


 


Form of Notice of Transfer Pursuant to
Registration Statement


 


NortonLifeLock Inc.


60 E. Rio Salado Parkway, Suite 1000


Tempe, AZ 85281


Attention: General Counsel


Fax: +1 (650) 429-9137


Email: OfficeoftheGeneralCounsel@symantec.com


 


Wells Fargo Corporate Trust-DAPS Reorg


6th & Marquette Ave 12th Floor


MAC N9303-121


Minneapolis, MN  55479


Phone: 1-800-344-5128


Fax: 1-866-969-1290


Email: dapsreorg@wellsfargo.com


 


Re:          
NortonLifeLock Inc. (the “Company”) 2.00% Convertible Senior Notes Due 2022 (the
 “Securities”)


 


Ladies and Gentlemen:


 


Please be advised that _____________ has
transferred $___________ aggregate principal amount of the Securities (CUSIP: _______) and ________ shares of the Company’s
common stock, par value $0.01 per share, issuable on conversion of the Securities (“Common Stock”) pursuant
to an effective Registration Statement on Form S-3 (File No. 333-________).


 


	 	Very truly yours,
	 	 
	 	 
	 	(Name)




 






    C-1


     


    

 


EXHIBIT D


 


FORM OF CERTIFICATE OF TRANSFER


 


Wells Fargo Corporate Trust-DAPS Reorg


6th & Marquette Ave 12th Floor


MAC N9303-121


Minneapolis, MN  55479


Phone: 1-800-344-5128


Fax: 1-866-969-1290


Email: dapsreorg@wellsfargo.com


 









 


Re: 2.00% Convertible Senior Notes due 2022


 


Reference is hereby made to the Indenture, dated as of [DATE
OF ISSUANCE] (the “Indenture”), among NortonLifeLock Inc. (the “Company”) and Wells Fargo Bank,
National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


 


_______________ (the “Transferor”) owns and proposes
to transfer [an interest in the Restricted Global Security][the Physical Security held in the name of __________] (CUSIP: ___________)
in the principal amount of $___________ (the “Transfer”), to _______________ (the “Transferee”) [who will
take an interest in the _______________ (CUSIP: ___________)]. In connection with the Transfer, the Transferor hereby certifies
that:


 


[EITHER CHECK BOX 1 AND THE BOX IN THE APPLICABLE LETTERED PARAGRAPH
UNDERNEATH, BOX 2, BOX 3 OR BOX 4]


 


1.          ̈
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY (OTHER THAN A Sponsor
GLOBAL SECURITY).


 


(a)        ̈ CHECK IF TRANSFER
IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT. Such Transfer is being effected pursuant to an effective registration statement
under the Securities Act of 1933, as amended (the “Securities Act”), and, if applicable, in compliance with the prospectus
delivery requirements of the Securities Act.


 


(b)        ̈ CHECK IF TRANSFER
IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act
and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Security Private Placement
Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest will no longer be subject to the restrictions on
transfer enumerated in the Security Private Placement Legend printed on the Restricted Global Security and in the Indenture.


 






    D-1


     


    

 


(c)        ̈  CHECK IF TRANSFER
IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration
requirements of the Securities Act other than Rule 144 and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Security Private Placement Legend are not required in order to maintain compliance with the Securities Act.
Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest will
not be subject to the restrictions on transfer enumerated in the Security Private Placement Legend printed on the Restricted Global
Security and in the Indenture.


 


2.        ̈  CHECK IF TRANSFEREE
WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY (OTHER THAN A
Sponsor GLOBAL SECURITY). The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities
Act, and, accordingly, the Transferor hereby further certifies that the beneficial interest is being transferred to a Person that
the Transferor reasonably believes is purchasing the beneficial interest for its own account, or for one or more accounts with
respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified
institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer
is in compliance with any applicable blue sky securities laws of any state of the United States. The Restricted Global Securities
will continue to be subject to the restrictions on transfer enumerated in the Security Private Placement Legend printed on the
Restricted Global Securities and in the Indenture and the Securities Act.


 


3.        ̈  CHECK IF TRANSFEREE
WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY THAT IS A Sponsor
GLOBAL SECURITY IN ACCORDANCE WITH THE INVESTMENT AGREEMENT. The Transfer is being effected pursuant to and in accordance
with Section 4.16(b) of the Investment Agreement.


 


4.        ̈
 CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY THAT IS A SPONSOR GLOBAL SECURITY
IN ACCORDANCE WITH THE INVESTMENT AGREEMENT. The Transfer is being effected pursuant to and in accordance with Section 4.16(b)
of the Investment Agreement.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company.


 


	 	[Insert Name of Transferor]
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	Dated:	 




 






    D-2


     


    

 


EXHIBIT E


 


FORM OF CERTIFICATE OF EXCHANGE


 


Wells Fargo Corporate Trust-DAPS Reorg


6th & Marquette Ave 12th Floor


MAC N9303-121


Minneapolis, MN  55479


Phone: 1-800-344-5128


Fax: 1-866-969-1290


Email: dapsreorg@wellsfargo.com


 


Re: 2.00%
Senior Convertible Notes due 2022


 


Reference is hereby made to the Indenture, dated as of [DATE
OF ISSUANCE] (the “Indenture”), among NortonLifeLock Inc. (the “Company”) and The Bank of New
York Mellon Trust Company, N.A., as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them
in the Indenture.


 


___________ (the “Owner”) owns and proposes to exchange
an interest in the Restricted Global Security (CUSIP: ___________) in the principal amount of $__________ for an interest in ___________
(CUSIP: _________) (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:


 


[EITHER CHECK BOX 1, BOX 2 OR BOX 3]


 


1.        ̈  CHECK IF EXCHANGE
IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY THAT IS A
Sponsor GLOBAL SECURITY.


 


In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Security for a beneficial interest in an Unrestricted Global Security that is a Sponsor Global
Security in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s
own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the
Global Securities and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities
Act”), (iii) the restrictions on transfer contained in the Indenture and the Security Private Placement Legend are not required
in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Security is
being acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 


2.        ̈
 CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL
SECURITY THAT IS NOT A Sponsor GLOBAL SECURITY.


 


In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Security for a beneficial interest in an Unrestricted Global Security that is not a
Sponsor Global Security in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Securities and pursuant to and in accordance with the United States Securities Act of 1933, as amended
(the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Security Private Placement
Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted
Global Security is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 






    D-3


     


    

 


3.        ̈ CHECK IF OWNER WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY THAT IS NOT A Sponsor
GLOBAL SECURITY. In connection with the Exchange of the Owner’s beneficial interest in a Sponsor Global Security that
is for a beneficial interest in another Restricted Global Security that is not a Sponsor Global Security in an equal principal
amount, the Owner hereby certifies that such beneficial interest being acquired is for the Owner’s own account without transfer.
Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Global Securities will
continue to be subject to the restrictions on transfer enumerated in the Security Private Placement Legend printed on the Restricted
Global Securities and in the Indenture and the Securities Act.


 


This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.


 


	 	[Insert Name of Owner]
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	Dated:	 






 






     


     


    

 


Schedule
1


 


	Purchaser	 	Aggregate principal amount of Existing

 Notes being exchanged for New Notes1
	 
	BC Bearcat SPV, LP	 	$	326,383,315.855	 
	BCIP Venture Associates	 	$	1,030,153.075	 
	BCIP Venture Associates-B	 	$	64,074.790	 
	BCIP Associates IV (US), L.P.	 	$	7,807,586.965	 
	BCIP Associates IV-B (US), L.P.	 	$	359,689.565	 
	BCIP T Associates IV (US), L.P.	 	$	1,338,822.035	 
	BCIP T Associates IV-B (US), L.P.	 	$	103,779.660	 
	Brookside Capital Partners Fund, L.P.	 	$	6,690,454.950	 
	FF Bearcat Holdings, LP	 	$	31,222,123.105	 
	Subtotal	 	$	375,000,000.00	 
	SLP IV Star Holdings, L.P.	 	$	250,000,000.00	 
	Total	 	$	625,000,000.00	 
	



 


1Note: Amounts reflect 50%
of currently held Existing Notes, rounded to three decimal places.