Exhibit 4.2 


 


EXECUTION VERSION


 


 


OMEROS CORPORATION


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


 


as Trustee


 





 



 


FIRST SUPPLEMENTAL INDENTURE


 


Dated as of August 14, 2020


 





 



 


5.25% Convertible Senior Notes due 2026


 





 






     


     


    

 


CROSS REFERENCE TABLE*


 


	Trust	 
	Indenture	 
	Act	Indenture
	Section	Section
	310	(a)(1) 	N/A
	 	(a)(2)	N/A
	 	(a)(3)	N/A
	 	(a)(4)	N/A
	 	(a)(5)	N/A
	 	(b)	N/A
	 	(c)	N/A
	311	(a)	N/A
	 	(b)	N/A
	 	(c)	N/A
	312	(a)	2.08
	 	(b)	N/A
	 	(c)	N/A
	313	(a)	N/A
	 	(b)(1)	N/A
	 	(b)(2)	N/A
	 	(c)	N/A
	 	(d)	N/A
	314	(a)	3.02(A)
	 	(b)	N/A
	 	(c)(1)	11.02(A)
	 	(c)(2)	11.02(B)
	 	(c)(3)	N/A
	 	(d)	N/A
	 	(e)	11.02(A), 11.02(B)
	 	(f)	N/A
	315	(a)	N/A
	 	(b)	N/A
	 	(c)	N/A
	 	(d)	N/A
	 	(e)	7.12
	316	(a) (last sentence)	2.15
	 	(a)(1)(A)	7.06
	 	(a)(1)(B)	7.05
	 	(a)(2)	N/A
	 	(b)	7.08
	 	(c)	N/A
	317	(a)(1)	7.09
	 	(a)(2)	7.10
	 	(b)	2.07



 








    - i -


     


    

 


	 	 	 
	318	(a)	N/A
	 	(b)	11.17
	 	(c)	N/A



 


N/A means not applicable. 


* This Cross Reference Table is not part
of the Indenture.


 






    - ii -


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Article 1.      Definitions; Rules of Construction; Scope and Interpretation of Base Indenture	1
	 	 
	 	Section 1.01.	Definitions.	1
	 	Section 1.02.	Other Definitions.	11
	 	Section 1.03.	Rules of Construction.	12
	 	Section 1.04.	Interpretation; Scope of Supplemental Indenture; Supersession of Base Indenture.	13
	 	 	 
	Article 2.      The Notes	14
	 	 	 
	 	Section 2.01.	Form, Dating and Denominations.	14
	 	Section 2.02.	Execution, Authentication and Delivery.	15
	 	Section 2.03.	Initial Notes and Additional Notes.	15
	 	Section 2.04.	Method of Payment.	16
	 	Section 2.05.	Accrual of Interest; Defaulted Amounts; When Payment Date is Not a Business Day.	16
	 	Section 2.06.	Registrar, Paying Agent and Conversion Agent.	17
	 	Section 2.07.	Paying Agent and Conversion Agent to Hold Property in Trust.	18
	 	Section 2.08.	Holder Lists.	18
	 	Section 2.09.	Legends.	18
	 	Section 2.10.	Transfers and Exchanges; Certain Transfer Restrictions.	19
	 	Section 2.11.	Exchange and Cancellation of Notes to Be Converted, Redeemed or Repurchased.	23
	 	Section 2.12.	Replacement Notes.	24
	 	Section 2.13.	Registered Holders; Certain Rights with Respect to Global Notes.	24
	 	Section 2.14.	Cancellation.	24
	 	Section 2.15.	Notes Held by the Company or its Affiliates.	24
	 	Section 2.16.	Temporary Notes.	25
	 	Section 2.17.	Outstanding Notes.	25
	 	Section 2.18.	Repurchases by the Company.	26
	 	Section 2.19.	CUSIP and ISIN Numbers.	26
	 	 	 
	Article 3.     Covenants	26
	 	 	 
	 	Section 3.01.	Payment on Notes.	26
	 	Section 3.02.	Exchange Act Reports.	26
	 	Section 3.03.	Compliance and Default Certificates.	27
	 	Section 3.04.	Stay, Extension and Usury Laws.	27
	 	Section 3.05.	Corporate Existence.	27
	 	Section 3.06.	Restriction on Acquisition of Notes by the Company and its Affiliates.	28
	 	Section 3.07.	Further Instruments and Acts.	28
	 	 	 
	Article 4.     Repurchase and Redemption	28
	 	 	 
	 	Section 4.01.	No Sinking Fund.	28
	 	Section 4.02.	Right of Holders to Require the Company to Repurchase Notes upon a Fundamental Change.	28







    - iii -


     


    

 


	 	Section 4.03.	Right of the Company to Redeem the Notes.	32
	 	 	 
	Article 5.      Conversion	35
	 	 	 
	 	Section 5.01.	Right to Convert.	35
	 	Section 5.02.	Conversion Procedures.	39
	 	Section 5.03.	Settlement upon Conversion.	40
	 	Section 5.04.	Reserve and Status of Common Stock Issued upon Conversion.	43
	 	Section 5.05.	Adjustments to the Conversion Rate.	44
	 	Section 5.06.	Voluntary Adjustments.	54
	 	Section 5.07.	Adjustments to the Conversion Rate in Connection with a Make-Whole Fundamental Change.	55
	 	Section 5.08.	Effect of Common Stock Change Event.	56
	 	 	 
	Article 6.     Successors	58
	 	 	 
	 	Section 6.01.	When the Company May Merge, Etc.	58
	 	Section 6.02.	Successor Corporation Substituted.	58
	 	 	 
	Article 7.     Defaults and Remedies	59
	 	 	 
	 	Section 7.01.	Events of Default.	59
	 	Section 7.02.	Acceleration.	61
	 	Section 7.03.	Sole Remedy for a Failure to Report.	61
	 	Section 7.04.	Other Remedies.	62
	 	Section 7.05.	Waiver of Past Defaults.	63
	 	Section 7.06.	Control by Majority.	63
	 	Section 7.07.	Limitation on Suits.	63
	 	Section 7.08.	Absolute Right of Holders to Receive Payment and Conversion Consideration and to Institute Suit for the Enforcement of Such Right.	64
	 	Section 7.09.	Collection Suit by Trustee.	64
	 	Section 7.10.	Trustee May File Proofs of Claim.	64
	 	Section 7.11.	Priorities.	65
	 	Section 7.12.	Undertaking for Costs.	65
	 	 	 
	Article 8.      Amendments, Supplements and Waivers	65
	 	 	 
	 	Section 8.01.	Without the Consent of Holders.	65
	 	Section 8.02.	With the Consent of Holders.	67
	 	Section 8.03.	Notice of Amendments, Supplements and Waivers.	68
	 	Section 8.04.	Revocation, Effect and Solicitation of Consents; Special Record Dates; Etc.	68
	 	Section 8.05.	Notations and Exchanges.	68
	 	Section 8.06.	Trustee to Execute Supplemental Indentures.	69
	 	 	 
	Article 9.      Satisfaction and Discharge	69
	 	 	 
	 	Section 9.01.	Termination of Company’s Obligations.	69
	 	Section 9.02.	Repayment to Company.	70
	 	Section 9.03.	Reinstatement.	70
	 	 	 
	Article 10.     Trustee	70
	 	 	 
	 	Section 10.01.	Duties of the Trustee.	70



 






    - iv -


     


    

 


	 	Section 10.02.	Rights of the Trustee.	71
	 	Section 10.03.	Individual Rights of the Trustee.	72
	 	Section 10.04.	Trustee’s Disclaimer.	73
	 	Section 10.05.	Notice of Defaults.	73
	 	Section 10.06.	Compensation and Indemnity.	73
	 	Section 10.07.	Replacement of the Trustee.	74
	 	Section 10.08.	Successor Trustee by Merger, Etc.	75
	 	Section 10.09.	Eligibility; Disqualification.	75
	 	 	 
	Article 11.     Miscellaneous	75
	 	 	 
	 	Section 11.01.	Notices.	75
	 	Section 11.02.	Delivery of Officer’s Certificate and Opinion of Counsel as to Conditions Precedent.	77
	 	Section 11.03.	Statements Required in Officer’s Certificate and Opinion of Counsel.	77
	 	Section 11.04.	Rules by the Trustee, the Registrar and the Paying Agent.	77
	 	Section 11.05.	No Personal Liability of Directors, Officers, Employees and Stockholders.	77
	 	Section 11.06.	Governing Law; Waiver of Jury Trial.	78
	 	Section 11.07.	Submission to Jurisdiction.	78
	 	Section 11.08.	No Adverse Interpretation of Other Agreements.	78
	 	Section 11.09.	Successors.	78
	 	Section 11.10.	Force Majeure.	78
	 	Section 11.11.	U.S.A. PATRIOT Act.	79
	 	Section 11.12.	Calculations.	79
	 	Section 11.13.	Severability.	79
	 	Section 11.14.	Counterparts.	79
	 	Section 11.15.	Table of Contents, Headings, Etc.	79
	 	Section 11.16.	Withholding Taxes.	80
	 	Section 11.17.	Trust Indenture Act Controls.	80



 


	Exhibits	 
	 	 
	Exhibit A:      Form of Note	A-1
	 	 
	Exhibit B:      Form of Global Note Legend	B-1



 






    - v -


     


    

 


FIRST SUPPLEMENTAL
INDENTURE, dated as of August 14, 2020, between Omeros Corporation, a Washington corporation, as issuer (the “Company”),
and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States, as trustee
(the “Trustee”) to the Base Indenture (as defined below).


 


This Supplemental Indenture
(as defined below) is being executed and delivered pursuant to Sections 3.1, 9.1(5) and 9.1(8) of the Base Indenture
to establish the terms, and provide for the issuance, of a new series of Securities (as defined in the Base Indenture) constituting
the Company’s 5.25% Convertible Senior Notes due 2026 (the “Notes”) and to make certain other amendments
to the Base Indenture.


 


Each party to this
Supplemental Indenture 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 Notes.


 


Article 1.     Definitions;
Rules of Construction; Scope and Interpretation of Base Indenture


 


Section 1.01.     Definitions.


 


Subject to the last paragraph
of Section 1.03, capitalized terms used in this Supplemental Indenture without definition have the respective meanings
ascribed to them in the Base Indenture. For purposes of the Notes, the following additional definitions will apply and supersede
any conflicting definitions in the Base Indenture.


 


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


 


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


 


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


 


“Base Indenture”
means that certain Indenture, dated as of August 14, 2020, between the Company and the Trustee.


 


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


 


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


 


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


 






    	 	- 1 -	 



     


    

 


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


 


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


 


“Common Stock”
means the common stock, $0.01 par value per share, of the Company, subject to any changes in connection with a Common Stock Change
Event pursuant to Section 5.08.


 


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


 


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


 


“Conversion
Date” means, with respect to a Note, the first Business Day on which the requirements set forth in Section 5.02(A) to
convert such Note are satisfied, subject to Section 5.03(E).


 


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


 


“Conversion
Rate” initially means 54.0906 shares of Common Stock per $1,000 principal amount of Notes; provided, however,
that the Conversion Rate is subject to adjustment pursuant to Article 5; provided, further, that whenever
the Indenture refers to the Conversion Rate as of a particular date without setting forth a particular time on such date, such
reference will be deemed to be to the Conversion Rate immediately after the Close of Business on such date.


 


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


 


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


 


“Daily Conversion
Value” means, with respect to any VWAP Trading Day, one-fiftieth (1/50th) of the product of (A) the Conversion Rate
on such VWAP Trading Day; and (B) the Daily VWAP on such VWAP Trading Day.


 


“Daily Maximum
Cash Amount” means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified
Dollar Amount applicable to such conversion by (B) fifty (50).


 


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


 






    	 	- 2 -	 



     


    

 


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


 


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


 


“Default Settlement
Method” means Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes; provided,
however, that the Company may, from time to time, and at its election, change the Default Settlement Method by sending notice
of the new Default Settlement Method to the Holders, the Trustee and the Conversion Agent.


 


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


 


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


 


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


 


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


 


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


 


“Fundamental
Change” means any of the following events:


 


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


 






    	 	- 3 -	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	- 4 -	 



     


    

 



 


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


 


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


 


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


 


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


 


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


 


“Indenture”
means the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as the same may be further amended or
supplemented from time to time with respect to the Notes.


 


“Interest
Payment Date” means, with respect to a Note, each February 15 and August 15 of each year, commencing on February 15,
2021 (or on such other date specified in the certificate representing such Note). For the avoidance of doubt the Maturity Date
is an Interest Payment Date.


 


“Issue Date”
means August 14, 2020.


 


“Last Reported
Sale Price” of the Common Stock for any Trading Day means the closing sale price per share (or, if no closing sale price
is reported, the average of the last bid price and the last ask price per share or, if more than one in either case, the average
of the average last bid prices and the average last ask prices per share) of Common Stock on such Trading Day as reported in composite
transactions for the principal U.S. national or regional securities exchange on which the Common Stock is then listed. If the Common
Stock is not listed on a U.S. national or regional securities exchange on such Trading Day, then the Last Reported Sale Price will
be the last quoted bid price per share of Common Stock on such Trading Day in the over-the-counter market as reported by OTC Markets
Group Inc. or a similar organization. If the Common Stock is not so quoted on such Trading Day, then the Last Reported Sale Price
will be the average of the mid-point of the last bid price and the last ask price per share of Common Stock on such Trading Day
from each of at least three (3) nationally recognized independent investment banking firms selected by the Company, which
may include any of the Underwriters. Neither the Trustee nor the Conversion Agent will have any duty to determine the Last Reported
Sale Price. The Last Reported Sale Price will be determined without reference to extended or after-hours trading.


 






    	 	- 5 -	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Maturity
Date” means February 15, 2026.


 






    	 	- 6 -	 



     


    

 


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


 


“Note Security”
means any Note or Conversion Share.


 


“Notes”
means the 5.25% Convertible Senior Notes due 2026 issued by the Company pursuant to the Indenture.


 


“Observation
Period” means, with respect to any Note to be converted, (A) subject to clause (B) below, if the Conversion
Date for such Note occurs on or before the fifty-fifth (55) Scheduled Trading Day immediately before the Maturity Date, the fifty
(50) consecutive VWAP Trading Days beginning on, and including, the third (3rd) VWAP Trading Day immediately after such Conversion
Date; (B) if such Conversion Date occurs on or after the date the Company has sent a Redemption Notice pursuant to Section 4.03(F) and
before the related Redemption Date, the fifty (50) consecutive VWAP Trading Days beginning on, and including, the fifty-first (51st)
Scheduled Trading Day immediately before such Redemption Date; and (C) subject to clause (B) above, if such Conversion
Date occurs after the fifty-fifth (55) Scheduled Trading Day immediately before the Maturity Date, the fifty (50) consecutive VWAP
Trading Days beginning on, and including, the fifty-first (51st) Scheduled Trading Day immediately before the Maturity Date.


 


“Officer”
means the principal executive officer, the President, the principal operating officer, the principal financial officer, the Treasurer,
any Assistant Treasurer, the principal accounting officer, the Controller, the Secretary or any Vice-President of the Company.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	- 7 -	 



     


    

 


“Redemption
Date” means the date fixed for the repurchase of any Notes by the Company pursuant to a Redemption.


 


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


 


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


 


“Regular Record
Date” has the following meaning with respect to an Interest Payment Date: (A) if such Interest Payment Date occurs
on February 15, the immediately preceding February 1; and (B) if such Interest Payment Date occurs on August 15,
the immediately preceding August 1.


 


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


 


“Responsible
Officer” means any officer who has direct responsibility for the administration of the Indenture and is either (A) an
officer within the corporate trust department of the Trustee (or any successor group of the Trustee) or any other officer of the
Trustee customarily performing functions similar to those performed by any of such officers; or (B) with respect to a particular
corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of, and familiarity with,
the particular subject.


 


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


 


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


 


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


 


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


 


“Settlement
Method” means Cash Settlement, Physical Settlement or Combination Settlement.


 


“Shoe Option”
means the Underwriters’ option to purchase up to thirty-one million five hundred thousand dollars ($31,500,000) aggregate
principal amount of additional Notes as provided for in the Underwriting Agreement.


 






    	 	- 8 -	 



     


    

 


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


 


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


 


“Specified
Dollar Amount” means, with respect to the conversion of a Note to which Combination Settlement applies, the maximum cash
amount per $1,000 principal amount of such Note deliverable upon such conversion (excluding cash in lieu of any fractional share
of Common Stock).


 


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


 


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


 


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


 


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


 






    	 	- 9 -	 



     


    

 


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


 


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


 


“Trustee”
means the Person named as such in the first paragraph of this Supplemental Indenture until such Person is replaced by a successor
trustee in accordance with the provisions of the Indenture and, thereafter, means such successor.


 


“Underwriters”
means BofA Securities, Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC.


 


“Underwriting
Agreement” means that certain Underwriting Agreement, dated August 14, 2020, between the Company and the Underwriters
as may be amended from time to time.


 


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


 






    	 	- 10 -	 



     


    

 


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


 


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


 


Section 1.02.     Other
Definitions.


 


		 	Defined
        in 
	Term	 	Section
	“Additional Shares”	 	     5.07(A)
	“Business Combination Event”	 	     6.01(A)
	“Cash Settlement”	 	     5.03(A)
	“Combination Settlement”	 	     5.03(A)
	“Common Stock Change Event”	 	     5.08(A)
	“Conversion Agent”	 	     2.06(A)
	“Conversion Consideration”	 	     5.03(D)
	“Default Interest”	 	     2.05(B)
	“Defaulted Amount”	 	     2.05(B)
	“Event of Default”	 	     7.01(A)
	“Expiration Date”	 	     5.05(A)(v)
	“Expiration Time”	 	     5.05(A)(v)
	“Fundamental Change Notice”	 	     4.02(E)
	“Fundamental Change Repurchase Right”	 	     4.02(A)
	“Initial Notes”	 	     2.03(A)
	“Measurement Period”	 	     5.01(C)(i)(2)
	“Paying Agent”	 	     2.06(A)
	“Physical Settlement”	 	     5.03(A)
	“Redemption Notice”	 	     4.03(F)
	“Reference Property”	 	     5.08(A)
	“Reference Property Unit”	 	     5.08(A)
	“Register”	 	     2.06(B)
	“Registrar”	 	     2.06(A)
	“Reporting Event of Default”	 	     7.03(A)
	“Specified Courts”	 	     11.07
	“Spin-Off”	 	     5.05(A)(iii)(2)
	“Spin-Off Valuation Period”	 	     5.05(A)(iii)(2)
	“Stated Interest”	 	     2.05(A)
	“Successor Corporation”	 	     6.01(A)
	“Successor Person”	 	     5.08(A)
	“Tender/Exchange Offer Valuation Period”	 	     5.05(A)(v)
	“Trading Price Condition”	 	     5.01(C)(i)(2)


 






    	 	- 11 -	 



     


    

 


Section 1.03.       Rules of
Construction.


 


For purposes of the
Indenture:


 


(A)            “or”
is not exclusive;


 


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


 


(C)            “will”
expresses a command;


 


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


 


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


 


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


 


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


 


(H)            Each
Article, Section, clause or paragraph reference in this Supplemental Indenture that is in bolded typeface refers to the referenced
Article, Section clause or paragraph, as applicable, of this Supplemental Indenture;


 


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


 


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


 


(K)            the
term “interest,” when used with respect to a Note, includes any Special Interest, unless the context requires
otherwise.


 


For purposes of the
Indenture, the following terms of the Trust Indenture Act have the following meanings:


 


(i)            “Commission”
means the SEC;


 


(ii)            “indenture
securities” means the Notes;


 


(iii)            “indenture
security holder” means a Holder;


 


(iv)            “indenture
to be qualified” means the Indenture;


 






    	 	- 12 -	 



     


    

 


(v)            “indenture
trustee” or “institutional trustee” means the Trustee; and


 


(vi)            “obligor”
on the indenture securities means the Company.


 


All other terms used
in the Indenture that are defined by the Trust Indenture Act (including by reference to another statute) or the related rules of
the SEC, and not defined in the Indenture, have the respective meanings so defined by the Trust Indenture Act or such rules.


 


Section 1.04.       Interpretation;
Scope of Supplemental Indenture; Supersession of Base Indenture.


 


(A)            Generally.
Except as otherwise set forth herein, the amendments to the Base Indenture made by this Supplemental Indenture will apply solely
with respect to the Notes and not with respect to any other class or series of Securities. For purposes of the Notes, if any provision
of this Supplemental Indenture conflicts with any provision of the Base Indenture, then this Supplemental Indenture will control
to the extent of such conflict.


 


(B)            Applicability
of Base Indenture. For purposes of the Notes,


 


(i)             Sections
2.5 and 2.6, Section 3.2, Sections 3.4 through 3.10, inclusive, and Section 7.1 of the Base Indenture will not apply
to the Notes and will instead be deemed to be replaced with the corresponding provisions of Article 2;


 


(ii)            Article 13
of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Article 9;


 


(iii)           Article 5
of the of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with the corresponding provisions
of Article 7;


 


(iv)           Article 8
of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Article 6;


 


(v)            Article 9
of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Article 8;


 


(vi)           Article 10
of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with the corresponding provisions of
Article 3;


 


(vii)          Articles
11 and 12 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Article 4;


 


(viii)         Article 14
of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Article 5; and


 


(ix)            Section 1.2
and Sections 1.4 through 1.15, inclusive, of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced
with the corresponding provisions of Article 11.


 






    	 	- 13 -	 



     


    

 


Each reference in the Base Indenture to
any Articles or Sections of the Base Indenture referred to in the preceding clauses (i) through (ix), inclusive,
of this Section 1.04(B) will, for purposes of the Notes, be deemed instead to be a reference to the respective
Articles and Sections (or corresponding part of the respective Articles or Sections) of this Supplemental Indenture referred to
such clauses.


 


(C)            Amendments
to Base Indenture.


 


(i)            Sections
2.2 and 2.3 of the Base Indenture are hereby amended in their entirety and will instead be deemed to be replaced with Exhibits
A and B;


 


(ii)           Section 3.3
of the Base Indenture is hereby amended in its entirety and will instead be deemed to be replaced with Section 2.02.


 


(iii)          Article 4
of the Base Indenture is hereby deleted in its entirety and replaced by Article 9.


 


(iv)          Article 6
of the Base Indenture is hereby amended in its entirety and will instead be deemed to be replaced with Article 10.


 


Article 2.     The
Notes


 


Section 2.01.       Form,
Dating and Denominations.


 


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


 


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


 


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


 


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


 


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


 






    	 	- 14 -	 



     


    

 


Section 2.02.       Execution,
Authentication and Delivery.


 


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


 


(B)            Authentication
by the Trustee and Delivery.


 


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


 


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


 


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


 


Section 2.03.       Initial
Notes and Additional Notes.


 


(A)           Initial
Notes. On the Issue Date, there will be originally issued two hundred and ten million dollars ($210,000,000) aggregate principal
amount of Notes, subject to the provisions of the Indenture (including Section 2.02). If the Underwriters exercise
the Shoe Option, then there will be originally issued up to an additional $31,500,000 principal amount of Notes pursuant to such
exercise, subject to the provisions of the Indenture (including Section 2.02). Notes issued pursuant to this Section 2.03(A),
and any Notes issued in exchange therefor or in substitution thereof, are referred to in the Indenture as the “Initial
Notes.”


 


(B)            Additional
Notes. The Company may, subject to the provisions of the Indenture (including Section 2.02), originally issue additional
Notes (without the consent of Holders) with the same terms as the initial Notes (except, to the extent applicable, with respect
to the date as of which interest begins to accrue on such additional Notes and the first Interest Payment Date of such additional
Notes) in an unlimited aggregate principal amount, which additional Notes will, subject to the foregoing, be considered to be part
of the same series of, and rank equally and ratably with all other, Notes issued under the Indenture; provided, however,
that if any such additional Notes are not fungible with other Notes issued under the Indenture for federal income tax or federal
securities laws purposes, then such additional Notes will be identified by a separate CUSIP number.


 






    	 	- 15 -	 



     


    

 


Section 2.04.       Method
of Payment.


 


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


 


(B)            Physical
Notes. The Company will pay, or cause the Paying Agent to pay, the principal (whether due upon maturity on the Maturity Date,
Redemption on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, interest on, and any cash
Conversion Consideration for, any Physical Note no later than the time the same is due as provided in the Indenture as follows:
(i) if the principal amount of such Physical Note is at least five million dollars ($5,000,000) (or such lower amount as the
Company may choose in its sole and absolute discretion) and the Holder of such Physical Note entitled to such payment has delivered
to the Paying Agent or the Trustee, no later than the time set forth in the immediately following sentence, a written request that
the Company make such payment by wire transfer to an account of such Holder within the United States, by wire transfer of immediately
available funds to such account; and (ii) in all other cases, by check mailed to the address of the Holder of such Physical
Note entitled to such payment as set forth in the Register. To be timely, such written request must be so delivered no later than
the Close of Business on the following date: (x) with respect to the payment of any interest due on an Interest Payment Date,
the date immediately preceding the related Regular Record Date; (y) with respect to any cash Conversion Consideration, the
relevant Conversion Date; and (z) with respect to any other payment, the date that is fifteen (15) calendar days immediately
before the date such payment is due. With respect to physical certificates, if any, presentation is due at maturity. If not presented,
the Paying Agent will escheat the funds in accordance with applicable law.


 


Section 2.05.       Accrual
of Interest; Defaulted Amounts; When Payment Date is Not a Business Day.


 


(A)            Accrual
of Interest. Each Note will accrue interest at a rate per annum equal to 5.25% (the “Stated Interest”),
plus any Special Interest that may accrue pursuant to Section 7.03. Stated Interest on each Note will (i) accrue
from, and including, the most recent date to which Stated Interest has been paid or duly provided for (or, if no Stated Interest
has theretofore been paid or duly provided for, the date set forth in the certificate representing such Note as the date from,
and including, which Stated Interest will begin to accrue in such circumstance) to, but excluding, the date of payment of such
Stated Interest; and (ii) be, subject to Sections 4.02(D), 4.03(E) and 5.02(D) (but without
duplication of any payment of interest), payable semi-annually in arrears on each Interest Payment Date, beginning on the first
Interest Payment Date set forth in the certificate representing such Note, to the Holder of such Note as of the Close of Business
on the immediately preceding Regular Record Date (whether or not a Business Day). Stated Interest, and, if applicable, Special
Interest, on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.


 






    	 	- 16 -	 



     


    

 


(B)            Defaulted
Amounts. If the Company fails to pay any amount (a “Defaulted Amount”) payable on a Note on or before the
due date therefor as provided in the Indenture, then, regardless of whether such failure constitutes an Event of Default, (i) such
Defaulted Amount will forthwith cease to be payable to the Holder of such Note otherwise entitled to such payment; (ii) to
the extent lawful, interest (“Default Interest”) will accrue on such Defaulted Amount at a rate per annum equal
to the rate per annum at which Stated Interest accrues, from, and including, such due date to, but excluding, the date of payment
of such Defaulted Amount and Default Interest; (iii) such Defaulted Amount and Default Interest will be paid on a payment
date selected by the Company to the Holder of such Note as of the Close of Business on a special record date selected by the Company,
provided that such special record date must be no more than fifteen (15), nor less than ten (10), calendar days before such
payment date; and (iv) at least fifteen (15) calendar days before such special record date, the Company will send notice to
the Trustee and the Holders that states such special record date, such payment date and the amount of such Defaulted Amount and
Default Interest to be paid on such payment date.


 


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


 


Section 2.06.       Registrar,
Paying Agent and Conversion Agent.


 


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


 


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


 






    	 	- 17 -	 



     


    

 


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


 


(D)            Initial
Appointments. The Company appoints the Trustee as the initial Paying Agent, the initial Registrar and the initial Conversion
Agent and the Trustee’s office in the United States as the place where Notes may be presented for payment.


 


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


 


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


 


Section 2.08.       Holder
Lists.


 


If the Trustee is not
the Registrar, the Company will furnish to the Trustee, no later than seven (7) Business Days before each Interest Payment
Date, and at such other times as the Trustee may request, a list, in such form and as of such date or time as the Trustee may reasonably
require, of the names and addresses of the Holders; provided, that no such list needs to be furnished by the Company to
the Trustee for so long as the Trustee is acting as the Security Registrar.


 


Section 2.09.       Legends.


 


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


 






    	 	- 18 -	 



     


    

 


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


 


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


 


Section 2.10.       Transfers
and Exchanges; Certain Transfer Restrictions.


 


(A)            Provisions
Applicable to All Transfers and Exchanges.


 


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


 


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


 


(iii)          The
Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or conversion
of Notes, but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge that may be imposed in connection with any transfer, exchange or conversion of
Notes, other than exchanges pursuant to Sections 2.11, 2.16 or 8.05 not involving any transfer.


 


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


 


(v)           The
Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions imposed
under the Indenture or applicable law with respect to any Note Security, other than to require the delivery of such certificates
or other documentation or evidence as expressly required by the Indenture and to examine the same to determine substantial compliance
as to form with the requirements of the Indenture.


 


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


 


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


 






    	 	- 19 -	 



     


    





 


(B)         Transfers
and Exchanges of Global Notes.


 


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


 


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


 


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


 


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


 


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


 


(1)            the
Trustee will reflect any resulting decrease of the principal amount of such Global Note by notation on the “Schedule of Exchanges
of Interests in the Global Note” forming part of such Global Note (and, if such notation results in such Global Note having
a principal amount of zero, the Company may (but is not required to) instruct the Trustee to cancel such Global Note pursuant to
Section 2.14);


 


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


 


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


 



    	 	- 20 -	 



     


    




 


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


 


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


 


(C)          Transfers
and Exchanges of Physical Notes.


 


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


 


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


 


(1)            such
old Physical Note will be promptly cancelled pursuant to Section 2.14;


 


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


 






    	 	- 21 -	 



     


    

 


(3)          in
the case of a transfer:


 


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


 


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


 


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


 


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


 






    	 	- 22 -	 



     


    

 


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


 


(A)         Partial
Conversions and Repurchases of Physical Notes. If only a portion of a Physical Note of a Holder is to be converted pursuant
to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change, then, as soon as reasonably practicable
after such Physical Note is surrendered for such conversion or repurchase, the Company will cause such Physical Note to be exchanged,
pursuant and subject to Section 2.10(C), for (i) one or more Physical Notes that are in Authorized Denominations
and have an aggregate principal amount equal to the principal amount of such Physical Note that is not to be so converted or repurchased,
as applicable, and deliver such Physical Note(s) to such Holder; and (ii) a Physical Note having a principal amount equal
to the principal amount to be so converted or repurchased, as applicable, which Physical Note will be converted or repurchased,
as applicable, pursuant to the terms of the Indenture; provided, however, that the Physical Note referred to in this
clause (ii) need not be issued at any time after which such principal amount subject to such conversion or repurchase, as
applicable, is deemed to cease to be outstanding pursuant to Section 2.17.


 


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


 


(i)            Physical
Notes. If a Physical Note (or any portion thereof that has not theretofore been exchanged pursuant to Section 2.11(A))
of a Holder is to be converted pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change
or Redemption, then, promptly after the later of the time such Physical Note (or such portion) is deemed to cease to be outstanding
pursuant to Section 2.17 and the time such Physical Note is surrendered for such conversion or repurchase, as applicable,
(1) such Physical Note will be cancelled pursuant to Section 2.14; and (2) in the case of a partial conversion
or repurchase, the Company will issue, execute and deliver to such Holder, and the Trustee will authenticate, in each case in accordance
with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal
amount equal to the principal amount of such Physical Note that is not to be so converted or repurchased; (y) are registered
in the name of such Holder; and (z) bear each legend, if any, required by Section 2.09.


 


(ii)           Global
Notes. If a Global Note (or any portion thereof) is to be converted pursuant to Article 5 or repurchased pursuant
to a Repurchase Upon Fundamental Change or Redemption, then, promptly after the time such Note (or such portion) is deemed to cease
to be outstanding pursuant to Section 2.17, the Trustee will reflect a decrease of the principal amount of such Global
Note in an amount equal to the principal amount of such Global Note to be so converted, redeemed or repurchased, as applicable,
by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if
the principal amount of such Global Note is zero following such notation, cancel such Global Note pursuant to Section 2.14).


 






    	 	- 23 -	 



     


    

 


Section 2.12.     Replacement
Notes.


 


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


 


Every replacement Note
issued pursuant to this Section 2.12 will be an additional obligation of the Company and will be entitled to all of
the benefits of the Indenture equally and ratably with all other Notes issued under the Indenture.


 


Section 2.13.     Registered
Holders; Certain Rights with Respect to Global Notes.


 


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


 


Section 2.14.     Cancellation.


 


Without limiting the
generality of Section 3.06, the Company may at any time deliver Notes to the Trustee for cancellation. The Registrar,
the Paying Agent and the Conversion Agent will forward to the Trustee each Note duly surrendered to them for transfer, exchange,
payment or conversion. The Trustee will promptly cancel all Notes so surrendered to it in accordance with its customary procedures.
Without limiting the generality of Section 2.03(B), the Company may not originally issue new Notes to replace Notes
that it has paid or that have been cancelled upon transfer, exchange, payment or conversion.


 


Section 2.15.     Notes
Held by the Company or its Affiliates.


 


Without limiting the
generality of Section 3.06, in determining whether the Holders of the required aggregate principal amount of Notes
have concurred in any direction, waiver or consent, Notes owned by the Company or any of its Affiliates will be deemed not to be
outstanding; provided, however, that, for purposes of determining whether the Trustee is protected in relying on
any such direction, waiver or consent, only Notes that the Trustee actually knows are so owned will be so disregarded.


 






    	 	- 24 -	 



     


    

 


Section 2.16.     Temporary
Notes.


 


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


 


Section 2.17.     Outstanding
Notes.


 


(A)        Generally.
The Notes that are outstanding at any time will be deemed to be those Notes that, at such time, have been duly executed and authenticated,
excluding those Notes (or portions thereof) that have theretofore been (i) cancelled by the Trustee or delivered to the Trustee
for cancellation in accordance with Section 2.14; (ii) assigned a principal amount of zero by notation on the
“Schedule of Exchanges of Interests in the Global Note” forming part of any a Global Note representing such Note; (iii) paid
in full in accordance with the Indenture; or (iv) deemed to cease to be outstanding to the extent provided in, and subject
to, clause (B), (C) or (D) of this Section 2.17.


 


(B)         Replaced
Notes. If a Note is replaced pursuant to Section 2.12, then such Note will cease to be outstanding at the time
of its replacement, unless the Trustee and the Company receive proof reasonably satisfactory to them that such Note is held by
a “bona fide purchaser” under applicable law.


 


(C)         Maturing
Notes and Notes Called for Redemption or Subject to Repurchase. If, by 10:00 a.m. New York City time on a Redemption Date,
a Fundamental Change Repurchase Date or the Maturity Date, the Paying Agent holds money sufficient to pay the aggregate Redemption
Price, Fundamental Change Repurchase Price or principal amount, respectively, together, in each case, with the aggregate interest,
in each case due on such date, then (unless there occurs a Default in the payment of any such amount) (i) the Notes (or portions
thereof) to be redeemed or repurchased, or that mature, on such date will be deemed, as of such date, to cease to be outstanding,
except to the extent provided in Sections 4.02(D), 4.03(E) or 5.02(D); and (ii) the rights of the
Holders of such Notes (or such portions thereof), as such, will terminate with respect to such Notes (or such portions thereof),
other than the right to receive the Redemption Price, Fundamental Change Repurchase Price or principal amount, as applicable, of,
and accrued and unpaid interest on, such Notes (or such portions thereof), in each case as provided in the Indenture.


 


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


 






    	 	- 25 -	 



     


    

 


(E)        Cessation
of Accrual of Interest. Except as provided in Sections 4.02(D), 4.03(E) or 5.02(D), interest will
cease to accrue on each Note from, and including, the date that such Note is deemed, pursuant to this Section 2.17,
to cease to be outstanding, unless there occurs a default in the payment or delivery of any cash or other property due on such
Note.


 


Section 2.18.     Repurchases
by the Company.


 


Without limiting the
generality of Section 2.14, the Company may, from time to time, repurchase Notes in open market purchases or in negotiated
transactions without delivering prior notice to Holders.


 


Section 2.19.     CUSIP
and ISIN Numbers.


 


The Company may use
one or more CUSIP or ISIN numbers to identify any of the Notes, and, if so, the Company and the Trustee will use such CUSIP or
ISIN number(s) in notices to Holders; provided, however, that (i) the Trustee makes no representation as
to the correctness or accuracy of any such CUSIP or ISIN number; and (ii) the effectiveness of any such notice will not be
affected by any defect in, or omission of, any such CUSIP or ISIN number. The Company will promptly notify the Trustee of any change
in the CUSIP or ISIN number(s) identifying any Notes. Neither the Trustee nor any Note Agent will have any responsibility
or liability for any actions taken or not taken by the Depositary.


 


Article 3.     Covenants


 


Section 3.01.     Payment
on Notes.


 


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


 


(B)         Deposit
of Funds. Before 10:00 A.M., New York City time, on each Redemption Date, Fundamental Change Repurchase Date or Interest Payment
Date, and on the Maturity Date or any other date on which any cash amount is due on the Notes, the Company will deposit, or will
cause there to be deposited, with the Paying Agent cash, in funds immediately available on such date, sufficient to pay the cash
amount due on the applicable Notes on such date. The Paying Agent will return to the Company, as soon as practicable, any money
not required for such purpose.


 


Section 3.02.     Exchange
Act Reports.


 


(A)         Generally.
The Company will send to the Trustee copies of all reports that the Company is required to file with the SEC pursuant to Section 13(a) or
15(d) of the Exchange Act within fifteen (15) calendar days after the date that the Company is required to so file the same
(after giving effect to all applicable grace periods under the Exchange Act); provided, however, that the Company
need not send to the Trustee any material for which the Company has received, or is seeking in good faith and has not been denied,
confidential treatment by the SEC. Any report that the Company files with the SEC through the EDGAR system (or any successor system
thereto) will be deemed to be sent to the Trustee at the time such report is so filed via the EDGAR system (or such successor system).
Upon the request of any Holder, the Trustee will provide to such Holder a copy of any report that the Company has sent the Trustee
pursuant to this Section 3.02(A), other than a report that is deemed to be sent to the Trustee pursuant to the preceding
sentence. The Company will also comply with its other obligations under Section 314(a)(1) of the Trust Indenture Act.


 






    	 	- 26 -	 



     


    

 


(B)          Trustee’s
Disclaimer. The Trustee need not determine whether the Company has filed any material via the EDGAR system (or such successor).
Delivery of such material and the sending or filing of reports pursuant to Section 3.02(A) will not be deemed
to constitute constructive notice to the Trustee of any information contained, or determinable from information contained, therein,
including the Company’s compliance with any of its covenants under the Indenture (as to which the Trustee is entitled to
rely exclusively on Officer’s Certificates). The Trustee will not be obligated to monitor or confirm, on a continuing basis
or otherwise, the Company’s compliance with such covenants or obligations under the Exchange Act to file reports.


 


Section 3.03.     Compliance
and Default Certificates.


 


(A)        Annual
Compliance Certificate. Within ninety (90) days after December 31, 2020 and each fiscal year of the Company ending thereafter,
the Company will deliver an Officer’s Certificate, signed by the principal executive, financial or accounting officer, to
the Trustee stating (i) that the signatory thereto has supervised a review of the activities of the Company and its Subsidiaries
during such fiscal year with a view towards determining whether any Default or Event of Default has occurred; and (ii) whether,
to such signatory’s knowledge, a Default or Event of Default has occurred or is continuing (and, if so, describing all such
Defaults or Events of Default and what action the Company is taking or proposes to take with respect thereto).


 


(B)        Default
Certificate. If a Default or Event of Default occurs, then the Company will within 30 days deliver an Officer’s Certificate
referencing the Indenture and the Notes to the Trustee describing the same and what action the Company is taking or proposes to
take with respect thereto.


 


Section 3.04.     Stay,
Extension and Usury Laws.


 


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


 


Section 3.05.     Corporate
Existence.


 


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


 


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


 


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


 






    	 	- 27 -	 



     


    

 


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


 


Section 3.06.     Restriction
on Acquisition of Notes by the Company and its Affiliates.


 


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


 


Section 3.07.     Further
Instruments and Acts.


 


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


 


Article 4.     Repurchase
and Redemption


 


Section 4.01.     No
Sinking Fund.


 


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


 


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


 


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


 


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


 






    	 	- 28 -	 



     


    

 


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


 


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


 


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


 


Such Fundamental Change
Notice must state:


 


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


 


(ii)           the
effective date of such Fundamental Change;


 


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


 


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


 






    	 	- 29 -	 



     


    

 


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


 


(vi)          the
name and (if Physical Notes are outstanding) the address of the Paying Agent and the Conversion Agent;


 


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


 


(viii)        that
Notes for which a Fundamental Change Repurchase Notice has been duly tendered and not duly withdrawn must be delivered to the Paying
Agent (or, in the case of a Global Note, in accordance with the Depositary Procedures) for the Holder thereof to be entitled to
receive the Fundamental Change Repurchase Price;


 


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


 


(x)             the
CUSIP and ISIN numbers, if any, of the Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	- 30 -	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	- 31 -	 



     


    

 


(H)        Third
Party May Conduct Repurchase Offer In Lieu of the Company. Notwithstanding anything to the contrary in this Section 4.02,
the Company will be deemed to satisfy its obligations under this Section 4.02 if (i) one or more third parties
conduct any Repurchase Upon Fundamental Change and related offer to repurchase Notes otherwise required by this Section 4.02
in a manner that would have satisfied the requirements of this Section 4.02 if conducted directly by the Company; and
(ii) an owner of a beneficial interest in any Note repurchased by such third party or parties will not receive a lesser amount
(as a result of taxes, additional expenses or for any other reason) than such owner would have received had the Company repurchased
such Note.


 


(I)         Compliance
with Applicable Securities Laws. To the extent applicable, the Company will comply with all federal and state securities laws
in connection with a Repurchase Upon Fundamental Change (including complying with Rules 13e-4 and 14e-1 under the Exchange
Act and filing any required Schedule TO, to the extent applicable) so as to permit effecting such Repurchase Upon Fundamental Change
in the manner set forth in the Indenture.


 


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


 


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


 


(A)        No
Right to Redeem Before August 15, 2023. The Company may not redeem the Notes at its option at any time before August 15,
2023.


 


(B)        Right
to Redeem the Notes on or After August 15, 2023. Subject to the terms of this Section 4.03, the Company has
the right, at its election, to redeem all, or any portion in an Authorized Denomination, of the Notes, at any time, and from time
to time, on a Redemption Date on or after August 15, 2023 and on or before the fiftieth (50th) Scheduled Trading Day immediately
before the Maturity Date, for a cash purchase price equal to the Redemption Price, but only if the Last Reported Sale Price per
share of Common Stock exceeds one hundred and thirty percent (130%) of the Conversion Price on (i) each of at least twenty
(20) Trading Days (whether or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including, the Trading
Day immediately before the Redemption Notice Date for such Redemption; and (ii) the Trading Day immediately before such Redemption
Notice Date. For the avoidance of doubt, the calling of any Notes for Redemption will constitute a Make-Whole Fundamental Change
with respect to such Notes pursuant to clause (B) of the definition thereof.


 






    	 	- 32 -	 



     


    

 


(C)          Redemption
Prohibited in Certain Circumstances. If the principal amount of the Notes has been accelerated and such acceleration has not
been rescinded on or before the Redemption Date (except in the case of an acceleration resulting solely from the failure to pay
the related Redemption Price, on such Redemption Date), then (i) the Company may not call for Redemption or otherwise redeem
any Notes pursuant to this Section 4.03; and (ii) the Company will cause any Notes theretofore surrendered for
such Redemption to be returned to the Holders thereof.


 


(D)         Redemption
Date. The Redemption Date for any Redemption will be a Business Day of the Company’s choosing that is no more than seventy-five
(75), nor less than fifty-five (55), Scheduled Trading Days after the Redemption Notice Date for such Redemption; provided,
however, that if, in accordance with Section 5.03(A)(iii), the Company has elected to settle all conversions
of Notes with a Conversion Date that occurs on or after such Redemption Notice Date and on or before the Business Day immediately
before the Redemption Date by Physical Settlement, then the Company may instead elect to choose a Redemption Date that is a Business
Day no more than forty-five (45), nor less than fifteen (15), calendar days after such Redemption Notice Date.


 


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


 


(F)          Redemption
Notice. To call any Notes for Redemption, the Company must (x) send to each applicable Holder of such Notes, the Trustee
and the Paying Agent a written notice of such Redemption (a “Redemption Notice”) and (y) substantially
contemporaneously therewith, issue a press release through such national newswire service as the Company then uses containing the
information set forth in the Redemption Notice.


 


Such Redemption Notice
must state:


 


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


 






    	 	- 33 -	 



     


    

 


(ii)           the
Redemption Date for such Redemption;


 


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


 


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


 


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


 


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


 


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


 


(viii)         the
CUSIP and ISIN numbers, if any, of the Notes.


 


On or before the Redemption
Notice Date, the Company will send a copy of such Redemption Notice to the Trustee and the Paying Agent. If the Trustee will send
the Redemption Notice to Holders, the Company will send notice of such redemption to the Trustee at least three (3) Business
Days prior to the Redemption Notice Date.


 


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


 


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


 


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


 


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


 






    	 	- 34 -	 



     


    

 



 


(I)            Special
Provisions for Partial Calls. If the Company elects to redeem less than all of the outstanding Notes pursuant to this Section 4.03,
and the Holder of any Note, or any owner of a beneficial interest in any Global Note, is reasonably not able to determine, before
the Close of Business on the fifty-second (52nd) Scheduled Trading Day (or, if, in accordance with Section 5.03(A)(iii),
the Company has elected to settle all conversions of Notes with a Conversion Date that occurs on or after the Redemption Notice
Date for such Redemption and on or before the Business Day immediately before the Redemption Date by Physical Settlement, the tenth
(10th) calendar day) immediately before the Redemption Date for such Redemption, whether such Note or beneficial interest, as applicable,
is to be redeemed pursuant to such Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note
or beneficial interest, as applicable, at any time before the Close of Business on the Business Day immediately before such Redemption
Date, and each such conversion will be deemed to be of a Note called for Redemption for purposes of this Section 4.03
and Sections 5.01(C)(i)(4) and 5.07.


 


Article
5.     Conversion


 


Section
5.01. Right to
Convert.


 


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


 


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


 


(C)          When
Notes May Be Converted.


 


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


 


(1)           Conversion
upon Satisfaction of Common Stock Sale Price Condition. A Holder may convert its Notes during any calendar quarter commencing
after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the Last Reported Sale
Price per share of Common Stock exceeds one hundred and thirty percent (130%) of the Conversion Price for each of at least twenty
(20) Trading Days (whether or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including, the last
Trading Day of the immediately preceding calendar quarter. The Company will determine at the beginning of each calendar quarter
commencing after the quarter ending September 30, 2020 whether the Notes may be surrendered for conversion in accordance with
this clause and will notify the Holders of the Notes, the Trustee and the Conversion Agent if the Notes become convertible in accordance
with this clause, provided that failure to give such notice will not be considered a Default or form the basis for an Event of
Default for any purpose under this Indenture.


 






    	 	- 35 -	 



     


    

 


(2)           Conversion
upon Satisfaction of Note Trading Price Condition. A Holder may convert its Notes during the five (5) consecutive Business
Days immediately after any five (5) consecutive Trading Day period (such five (5) consecutive Trading Day period, the
“Measurement Period”) if the Trading Price per $1,000 principal amount of Notes, as determined following a request
by a Holder in accordance with the procedures set forth below, for each Trading Day of the Measurement Period was less than ninety-eight
percent (98%) of the product of the Last Reported Sale Price per share of Common Stock on such Trading Day and the Conversion Rate
on such Trading Day. The condition set forth in the preceding sentence is referred to in the Indenture as the “Trading
Price Condition.” Neither the Trustee nor any agent will have any obligation to make any calculation or to determine
whether the Notes may be surrendered for conversion, or to notify the Company, the Depositary or any Holder if the Notes have become
convertible.


 


The Trading Price will be determined
by the Bid Solicitation Agent pursuant to this Section 5.01(C)(i)(2) and the definition of “Trading Price.”
The Bid Solicitation Agent (if not the Company) will have no obligation to determine the Trading Price of the Notes unless the
Company has requested such determination in writing, and the Company will have no obligation to make such request (or seek bids
itself) unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes
would be less than ninety-eight percent (98%) of the product of the Last Reported Sale Price per share of Common Stock and the
Conversion Rate. If a Holder provides such evidence, then the Company will (if acting as Bid Solicitation Agent), or will instruct
the Bid Solicitation Agent to, determine the Trading Price of the Notes beginning on the next Trading Day and on each successive
Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to ninety-eight percent (98%)
of the product of the Last Reported Sale Price per share of Common Stock on such Trading Day and the Conversion Rate on such Trading
Day. If the Trading Price Condition has been met as set forth above, then the Company will notify the Holders, the Trustee and
the Conversion Agent of the same within one Business Day following the Trading Day on which such Trading Price Condition is met.
If, on any Trading Day after the Trading Price Condition has been met as set forth above, the Trading Price per $1,000 principal
amount of Notes is greater than or equal to ninety-eight percent (98%) of the product of the Last Reported Sale Price per share
of Common Stock on such Trading Day and the Conversion Rate on such Trading Day, then the Company will promptly notify the Holders,
the Trustee and the Conversion Agent of the same, and thereafter, neither the Company nor the Bid Solicitation Agent will be required
to solicit bids again until another qualifying request is made as provided above.


 


(3)            Conversion
upon Specified Corporate Events.


 


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


 


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


 






    	 	- 36 -	 



     


    

 


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


 


then, in either case, (x) the
Company will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion
Agent at least fifty-five (55) Scheduled Trading Days before the Ex-Dividend Date for such distribution; and (y) once the
Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business
Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place.


 


(b)            Certain
Corporate Events. If a Fundamental Change, Make-Whole Fundamental Change (other than a Make-Whole Fundamental Change pursuant
to clause (B) of the definition thereof) or Common Stock Change Event occurs, then, in each case, Holders may convert
their Notes at any time from, and including, the effective date of such transaction or event to, and including, the thirty-fifth
(35th) Trading Day after such effective date (or, if such transaction or event also constitutes a Fundamental Change, to, but excluding,
the related Fundamental Change Repurchase Date); provided, however, that if the Company fails to provide the notice
referred to in the immediately following sentence by such effective date, then the last day on which the Notes are convertible
pursuant to this sentence will be extended by the number of Business Days from, and including, such effective date to, but excluding,
the date the Company provides such notice. No later than such effective date, the Company will send notice to the Holders, the
Trustee and the Conversion Agent of such transaction or event, such effective date and the related right to convert Notes.


 






    	 	- 37 -	 



     


    

 


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


 


(5)           Conversions
During Free Convertibility Period. A Holder may convert its Notes at any time from, and including, November 17, 2025 until
the Close of Business on the second (2nd) Scheduled Trading Day immediately before the Maturity Date.


 


For the avoidance of doubt, the
Notes may become convertible pursuant to any one or more of the preceding sub-paragraphs of this Section 5.01(C)(i) and
the Notes ceasing to be convertible pursuant to a particular sub-paragraph of this Section 5.01(C)(i) will not
preclude the Notes from being convertible pursuant to any other sub-paragraph of this Section 5.01(C)(i). Neither the
Trustee nor any Agent will have any obligation to (i) monitor the Last Reported Sale Price, make any calculation or determine
whether the Notes may be surrendered for conversion, or (ii) notify the Company, the Depositary or any Holders of the Notes
if the Notes have become convertible.


 


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


 


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


 


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


 


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


 


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


 






    	 	- 38 -	 



     


    

 


Section 5.02. Conversion
Procedures.


 


(A)          Generally.


 


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


 


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


 


(B)          Effect
of Converting a Note. At the Close of Business on the Conversion Date for a Note (or any portion thereof), such Note (or such
portion thereof) will be deemed to cease to be outstanding (and, for the avoidance of doubt, no Person will be deemed to be a Holder
of such Note (or such portion thereof) as of the Close of Business on such Conversion Date), except to the extent provided in Section 5.02(D).


 


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


 


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


 






    	 	- 39 -	 



     


    

 


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


 


(F)           Conversion
Agent to Notify Company of Conversions. If any Note is submitted for conversion to the Conversion Agent or the Conversion Agent
receives any notice of conversion with respect to a Note, then the Conversion Agent will promptly notify the Company and the Trustee
of such occurrence, together with any other information reasonably requested by the Company.


 


Section 5.03. Settlement
upon Conversion.


 


(A)          Settlement
Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and
as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of
fractional shares as provided in Section 5.03(D)(i)(1) (a “Physical Settlement”); (y) solely
cash as provided in Section 5.03(D)(i)(2) (a “Cash Settlement”); or (z) a combination
of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(D)(i)(3) (a
“Combination Settlement”).


 


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


 


(i)            subject
to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after November 17, 2025
will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the
Conversion Agent no later than the Open of Business on November 17, 2025;


 


(ii)           subject
to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion
Date occurs before November 17, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note
and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;


 






    	 	- 40 -	 



     


    

 


(iii)          notwithstanding
anything to the contrary in clause (i) or (ii) above, if any Notes are called for Redemption, then (1) the
Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) (and, in the case of a
Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption),
the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption
Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after November 17, 2025,
then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions
of Notes with a Conversion Date that occurs on or after November 17, 2025;


 


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


 


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


 


(vi)          if
the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder
of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to
be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will
not constitute a Default or Event of Default); and


 


(vii)         the
Settlement Method will be subject to Sections 4.03(D) and 5.08(A)(2).


 


(B)          The
Company’s Right to Irrevocably Fix the Settlement Method. The Company will have the right, exercisable at its election
by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent), to (i) irrevocably
fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such
notice is sent to Holders; or (ii) irrevocably elect Combination Settlement to apply to all conversions of Notes with a Conversion
Date that occurs on or after the date such notice is sent to Holders, and eliminate a Specified Dollar Amount or range of Specified
Dollar Amounts that will apply to such conversions, provided, in each case, that (w) the Settlement Method(s) so
elected pursuant to clause (i) or (ii) above must be a Settlement Method or Settlement Method(s), as applicable,
that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions
of this Section 5.03); (x) no such irrevocable election will affect any Settlement Method theretofore elected
(or deemed to be elected) with respect to any Note pursuant to this Indenture (including pursuant to Section 8.01(G) or
this Section 5.03); (y) upon any such irrevocable election pursuant to clause (i) above, the Default
Settlement Method will automatically be deemed to be set to the Settlement Method so fixed; and (z) upon any such irrevocable
election pursuant to clause (ii) above, the Company will, if needed, simultaneously change the Default Settlement Method
to Combination Settlement with a Specified Dollar Amount that is consistent with such irrevocable election. Such notice, if sent,
must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions
of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such
an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to
Section 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment
at its option).


 






    	 	- 41 -	 



     


    

 


(C)          Requirement
to Publicly Disclose the Fixed or Default Settlement Method. If the Company changes the Default Settlement Method pursuant
to clause (x) of the proviso to the definition of such term or irrevocably fixes the Settlement Method(s) pursuant
to Section 5.03(B), then the Company will either post the Default Settlement Method or fixed Settlement Method(s),
as applicable, on its website or disclose the same in a Current Report on Form 8-K (or any successor form) that is filed with
or furnished to the SEC.


 


(D)          Conversion
Consideration.


 


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


 


(1)           if
Physical Settlement applies to such conversion, a number of shares of Common Stock equal to the Conversion Rate in effect on the
Conversion Date for such conversion;


 


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


 


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


 


(ii)           Cash
in Lieu of Fractional Shares. If Physical Settlement or Combination Settlement applies to the conversion of any Note and the
number of shares of Common Stock deliverable pursuant to Section 5.03(D)(i) upon such conversion is not a whole
number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other
consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1) such
fraction and (2) (x) the Daily VWAP on the Conversion Date for such conversion (or, if such Conversion Date is not a
VWAP Trading Day, the immediately preceding VWAP Trading Day), in the case of Physical Settlement; or (y) the Daily VWAP on
the last VWAP Trading Day of the Observation Period for such conversion, in the case of Combination Settlement.


 


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


 






    	 	- 42 -	 



     


    

 


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


 


(E)           Delivery
of the Conversion Consideration. Except as set forth in Sections 5.05(D) and 5.08(A)(2), the Company will
pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Holder as follows: (i) if
Cash Settlement or Combination Settlement applies to such conversion, on or before the second (2nd) Business Day immediately after
the last VWAP Trading Day of the Observation Period for such conversion; and (ii) if Physical Settlement applies to such conversion,
on or before the second (2nd) Business Day immediately after the Conversion Date for such conversion; provided, however,
that if Physical Settlement applies to the conversion of any Note with a Conversion Date that is after the Regular Record Date
immediately before the Maturity Date, then, solely for purposes of such conversion, (x) the Company will pay or deliver, as
applicable, the Conversion Consideration due upon such conversion no later than the Maturity Date (or, if the Maturity Date is
not a Business Day, the next Business Day); and (y) the Conversion Date will instead be deemed to be the second (2nd) Business
Day immediately before the Maturity Date.


 


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


 


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


 


(A)          Stock
Reserve. At all times when any Notes are outstanding, the Company will reserve, out of its authorized but unissued and unreserved
shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming
(x) Physical Settlement will apply to such conversion; and (y) the Conversion Rate is increased by the maximum amount
pursuant to which the Conversion Rate may be increased pursuant to Section 5.07.


 






    	 	- 43 -	 



     


    

 


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


 


Section
5.05. Adjustments
to the Conversion Rate.


 


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


 


(i)            Stock
Dividends, Splits and Combinations. If the Company issues solely shares of Common Stock as a dividend or distribution on all
or substantially all shares of the Common Stock, or if the Company effects a stock split or a stock combination of the Common Stock
(in each case excluding an issuance solely pursuant to a Common Stock Change Event, as to which Section 5.08 will apply),
then the Conversion Rate will be adjusted based on the following formula:


 





 


where:


 


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



 


		CR1	=	the Conversion Rate in effect immediately
after the Open of Business on such Ex-Dividend Date or the Open of Business on such effective date, as applicable;



 


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



 


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



 


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


 






    	 	- 44 -	 



     


    

 


(ii)           Rights,
Options and Warrants. If the Company distributes, to all or substantially all holders of Common Stock, rights, options or warrants
(other than rights issued or otherwise distributed pursuant to a stockholder rights plan, as to which the provisions set forth
in Sections 5.05(A)(iii)(1) and 5.05(F) will apply) entitling such holders, for a period of not more than
forty-five (45) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at
a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive
Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced, then the Conversion
Rate will be increased based on the following formula:


 





 


where:


 


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



 


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



 


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



 


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



 


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



 


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


 






    	 	- 45 -	 



     


    

 


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


 


(iii)          Spin-Offs
and Other Distributed Property.


 


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


 


(u)            dividends,
distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required (or would be required without
regard to Section 5.05(C)) pursuant to Section 5.05(A)(i) or 5.05(A)(ii);


 


(v)            dividends
or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required (or would be required without
regard to Section 5.05(C)) pursuant to Section 5.05(A)(iv);


 


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


 


(x)             Spin-Offs
for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C))
pursuant to Section 5.05(A)(iii)(2);


 


(y)             a
distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock for which an adjustment to the Conversion
Rate is required (or would be required without regard to Section 5.05(C)), pursuant to Section 5.05(A)(v);
and


 


(z)              a
distribution solely pursuant to a Common Stock Change Event, as to which Section 5.08 will apply,


 






    	 	- 46 -	 



     


    

 


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


 


 





 


where:


 


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



 


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



 


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



 


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



 


provided, however,
that if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each
Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such distribution, at
the same time and on the same terms as holders of Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness,
assets, property, rights, options or warrants that such Holder would have received if such Holder had owned, on such record date,
a number of shares of Common Stock equal to the Conversion Rate in effect on such record date.


 


For the avoidance of doubt, an
adjustment pursuant to this Section 5.05(A)(iii)(1) will become effective as set forth in the definition of CR1
above. To the extent such distribution is not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that
would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid.


 


(2)           Spin-Offs.
If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating
to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other
than solely pursuant to (i) a Common Stock Change Event, as to which Section 5.08 will apply; or (ii) a tender
offer or exchange offer for shares of Common Stock for which an adjustment to the Conversion Rate is required (or would be required
without regard to Section 5.05(C)), pursuant to Section 5.05(A)(v)), and such Capital Stock or equity interests
are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange
(a “Spin-Off”), then the Conversion Rate will be increased based on the following formula:


 






    	 	- 47 -	 



     


    

 





 


where:


 


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



 


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



 


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



 


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



 


For the avoidance of doubt, an
adjustment pursuant to this Section 5.05(A)(iii)(2) will become effective as set forth in the definition of CR1
above. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of
the Observation Period for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs
during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Rate for such VWAP
Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the
period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if the
Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation
Period for a Spin-Off, then, solely for purposes of determining the Conversion Consideration due for such conversion, such Spin-Off
Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date
for such Spin-Off to, and including, such Conversion Date.


 






    	 	- 48 -	 



     


    

 


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


 


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


 





 


where:


 


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



 


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



 


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



 


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



 


provided, however,
that if D is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each
Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such dividend or distribution,
at the same time and on the same terms as holders of Common Stock, the amount of cash that such Holder would have received if such
Holder had owned, on such record date, a number of shares of Common Stock equal to the Conversion Rate in effect on such record
date.


 


For the avoidance of doubt, an
adjustment pursuant to this Section 5.05(A)(iv) will become effective as set forth in the definition of CR1
above. To the extent such dividend or distribution is declared but not made or paid, the Conversion Rate will be readjusted to
the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution,
if any, actually made or paid.


 






    	 	- 49 -	 



     


    

 



 


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


 





 


where:


 


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



 


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



 


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



 


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



 


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



 


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



 


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


 






    	 	- 50 -	 



     


    

 


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


 


(B)          No
Adjustments in Certain Cases.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	- 51 -	 



     


    

 


(5)          the
issuance of any shares of Common Stock pursuant to any option, warrant, right or convertible or exchangeable security of the Company
not described in clause (4) above and outstanding as of the Issue Date;


 


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


 


(7)          accrued
and unpaid interest on the Notes.


 


(C)          Adjustment
Deferral. If an adjustment to the Conversion Rate otherwise required by this Article 5 would result in a change
of less than one percent (1%) to the Conversion Rate, then, notwithstanding anything to the contrary in this Article 5,
the Company may, at its election, defer such adjustment, except that all such deferred adjustments must be given effect immediately
upon the earliest of the following: (i) when all such deferred adjustments would result in a change of at least one percent
(1%) to the Conversion Rate; (ii) the Conversion Date of, or any VWAP Trading Day of an Observation Period for, any Note;
(iii) the date a Fundamental Change or Make-Whole Fundamental Change occurs; (iv) the date the Company calls any Notes
for Redemption; and (v) November 17, 2025.


 


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


 


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


 


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


 


(iii)          the
Conversion Consideration due upon such conversion (in the case of Physical Settlement) or due in respect of such VWAP Trading Day
(in the case of Combination Settlement) includes any whole shares of Common Stock; and


 


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


 


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


 






    	 	- 52 -	 



     


    

 


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


 


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


 


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


 


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


 


(iv)         the
Conversion Consideration due upon such conversion (in the case of Physical Settlement) or due with respect to such VWAP Trading
Day (in the case of Combination Settlement) includes any whole shares of Common Stock based on a Conversion Rate that is adjusted
for such dividend or distribution; and


 


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


 


then (x) in the case of Physical Settlement,
such Conversion Rate adjustment will not be given effect for such conversion, and the shares of Common Stock issuable upon such
conversion based on such unadjusted Conversion Rate will not be entitled to participate in such dividend or distribution, but there
will be added, to the consideration otherwise due upon such conversion, the same kind and amount of consideration that would have
been delivered in such dividend or distribution with respect to such shares had such shares been entitled to participate in such
dividend or distribution; and (y) in the case of Combination Settlement, the Conversion Rate adjustment relating to such Ex-Dividend
Date will be made for such conversion in respect of such VWAP Trading Day, but the shares of Common Stock issuable with respect
to such VWAP Trading Day based on such adjusted Conversion Rate will not be entitled to participate in such dividend or distribution.


 


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


 






    	 	- 53 -	 



     


    

 


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


 


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


 


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


 


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


 


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


 


(L)          Compliance
with Stock Exchange Listing Standards. Notwithstanding anything to the contrary, the Company will not engage in any transaction,
or take any action, that would require an increase to the Conversion Rate pursuant to Section 5.05 without complying
with the applicable stockholder approval rules of The Nasdaq Global Market.


 


Section 5.06.      Voluntary
Adjustments.


 


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


 






    	 	- 54 -	 



     


    

 


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


 


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


 


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


 


	 	 	Stock
    Price	 
	Make-Whole
    Fundamental Change Effective Date	 	$ 14.50	 	$ 16.00	 	$ 17.50	 	$ 18.49	 	$ 20.00	 	$ 24.03	 	$ 30.00	 	$ 40.00	 	$ 50.00	 	$ 60.00	 	$ 70.00	 	$ 80.00	 	$ 90.00	 	$ 110.00	 
	August 14, 2020	 	 	14.8749	 	 	12.9950	 	 	11.0509	 	 	10.0151	 	 	8.7160	 	 	6.3275	 	 	4.2813	 	 	2.4578	 	 	1.4640	 	 	0.8625	 	 	0.4839	 	 	0.2454	 	 	0.1001	 	 	0.0000	 
	August 15, 2021	 	 	14.8749	 	 	12.1900	 	 	10.2051	 	 	9.1682	 	 	7.8930	 	 	5.6325	 	 	3.7870	 	 	2.1868	 	 	1.3132	 	 	0.7778	 	 	0.4373	 	 	0.2209	 	 	0.0891	 	 	0.0000	 
	August 15, 2022	 	 	14.8749	 	 	11.2706	 	 	9.2011	 	 	8.1493	 	 	6.8905	 	 	4.7782	 	 	3.1800	 	 	1.8508	 	 	1.1232	 	 	0.6702	 	 	0.3774	 	 	0.1891	 	 	0.0739	 	 	0.0000	 
	August 15, 2023	 	 	14.8749	 	 	10.2463	 	 	8.0114	 	 	6.9167	 	 	5.6590	 	 	3.7295	 	 	2.4440	 	 	1.4403	 	 	0.8866	 	 	0.5340	 	 	0.3011	 	 	0.1494	 	 	0.0568	 	 	0.0000	 
	August 15, 2024	 	 	14.8749	 	 	9.1456	 	 	6.5674	 	 	5.3732	 	 	4.0945	 	 	2.4349	 	 	1.5697	 	 	0.9460	 	 	0.5938	 	 	0.3635	 	 	0.2064	 	 	0.1005	 	 	0.0346	 	 	0.0000	 
	August 15, 2025	 	 	14.8749	 	 	8.5144	 	 	4.5554	 	 	3.0752	 	 	1.8035	 	 	0.8348	 	 	0.5543	 	 	0.3448	 	 	0.2208	 	 	0.1383	 	 	0.0797	 	 	0.0374	 	 	0.0090	 	 	0.0000	 
	February 15, 2026	 	 	14.8749	 	 	8.4094	 	 	3.0523	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 




 


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


 


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


 


(ii)          if
the Stock Price is greater than $110.00 (subject to adjustment in the same manner as the Stock Prices set forth in the column headings
of the table above are adjusted pursuant to Section 5.07(B)), or less than $14.50 (subject to adjustment in the same
manner), per share, then no Additional Shares will be added to the Conversion Rate.


 


Notwithstanding anything
to the contrary in the Indenture or the Notes, in no event will the Conversion Rate be increased to an amount that exceeds 68.9655
shares of Common Stock per $1,000 principal amount of Notes, which amount is subject to adjustment in the same manner as, and at
the same time and for the same events for which, the Conversion Rate is required to be adjusted pursuant to Section 5.05(A).


 






    	 	- 55 -	 



     


    

 


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


 


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


 


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


 


(D)         Settlement
of Cash Make-Whole Fundamental Changes. For the avoidance of doubt, if holders of Common Stock receive solely cash in a Make-Whole
Fundamental Change, then, pursuant to Section 5.08, conversions of Notes will thereafter be settled no later than the
second (2nd) Business Day after the relevant Conversion Date.


 


Section 5.08.      Effect
of Common Stock Change Event.


 


(A)         Generally.
If there occurs any:


 


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


 


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


 


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


 


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


 






    	 	- 56 -	 



     


    

 


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


 


(2)          if
such Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Physical Settlement in respect
of all conversions whose Conversion Date occurs on or after the effective date of such Common Stock Change Event and will pay the
cash due upon such conversions no later than the tenth (10th) Business Day after the relevant Conversion Date; and


 


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


 


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


 


At or before the effective
time of such Common Stock Change Event, the Company and the resulting, surviving or transferee Person (if not the Company) of such
Common Stock Change Event (the “Successor Person”) will execute and deliver to the Trustee a supplemental indenture
pursuant to Section 8.01(F), which supplemental indenture will (x) provide for subsequent conversions of Notes
in the manner set forth in this Section 5.08; (y) provide for subsequent adjustments to the Conversion Rate pursuant
to Section 5.07(A) in a manner consistent with this Section 5.08; and (z) contain such other
provisions as the Company reasonably determines are appropriate to preserve the economic interests of the Holders and to give effect
to the provisions of this Section 5.08(A). If the Reference Property includes shares of stock or other securities or
assets of a Person other than the Successor Person, then such other Person will also execute such supplemental indenture and such
supplemental indenture will contain such additional provisions the Company reasonably determines are appropriate to preserve the
economic interests of the Holders.


 






    	 	- 57 -	 



     


    

 


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


 


(C)          Compliance
Covenant. The Company will not become a party to any Common Stock Change Event unless its terms are consistent with this Section 5.08.


 


Article 6.     Successors


 


Section 6.01.      When
the Company May Merge, Etc.


 


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


 


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


 


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


 


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


 


Section 6.02.      Successor
Corporation Substituted.


 


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


 






    	 	- 58 -	 



     


    

 


Article 7.     Defaults
and Remedies


 


Section 7.01.      Events
of Default.


 


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


 


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


 


(ii)          a
default in the payment when due of interest on any Note that continues for thirty (30) days;


 


(iii)         the
Company’s failure to deliver, when required by the Indenture, a Fundamental Change Notice, or a notice pursuant to Section 5.01(C)(i)(3)(b) if
(in the case of any notice other than a notice pursuant to Section 5.01(C)(i)(3)(b)) such failure is not cured within
three (3) Business Days after its occurrence;


 


(iv)         a
default in the Company’s obligation to convert a Note in accordance with Article 5 upon the exercise of the conversion
right with respect thereto, and such default is not cured within three (3) Business Days after its occurrence;


 


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


 


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


 


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


 


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


 






    	 	- 59 -	 



     


    

 


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


 


unless, in each case, such principal
is paid (or the indebtedness with respect thereto is discharged) or such payment of such principal is waived or is otherwise no
longer due and payable or such acceleration is rescinded or annulled, in which case the Event of Default by reason of the failure
to pay such principal when due will (unless the Notes have theretofore been accelerated) be deemed not to have occurred;


 


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


 


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


 


(1)          commences
a voluntary case or proceeding;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	- 60 -	 



     


    

 


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


 


Section 7.02.      Acceleration.


 


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


 


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


 


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


 


Section 7.03.      Sole
Remedy for a Failure to Report.


 


(A)         Generally.
Notwithstanding anything to the contrary in the Indenture or the Notes, the Company may elect that the sole remedy for any Event
of Default (a “Reporting Event of Default”) pursuant to Section 7.01(A)(vi) arising from the
Company’s failure to comply with Section 3.02 (including Section 314(a)(1) of the Trust Indenture Act)
will, for each of the first one hundred and eighty (180) calendar days on which a Reporting Event of Default has occurred and is
continuing, consist exclusively of the accrual of Special Interest on the Notes. If the Company has made such an election, then
(i) the Notes will be subject to acceleration pursuant to Section 7.02 on account of the relevant Reporting Event
of Default from, and including, the one hundred and eighty-first (181st) calendar day on which a Reporting Event of Default has
occurred and is continuing or if the Company fails to pay any accrued and unpaid Special Interest when due; and (ii) Special
Interest will cease to accrue on any Notes from, and including, such one hundred and eighty-first (181st) calendar day (it being
understood that interest on any defaulted Special Interest will nonetheless accrue pursuant to Section 2.05(B)).


 






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(B)          Amount
and Payment of Special Interest. Any Special Interest that accrues on a Note pursuant to Section 7.03(A) will
be payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per annum equal
to one quarter of one percent (0.25%) of the principal amount thereof for the first ninety (90) days on which Special Interest
accrues and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount thereof. Special
Interest will accrue at the rates set forth in the preceding sentence during the continuance of a reporting Event of Default regardless
of the number of reporting Events of Default giving rise to the accrual of Special Interest. For the avoidance of doubt, any Special
Interest that accrues on a Note will be in addition to the Stated Interest that accrues on such Note.


 


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


 


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


 


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


 


Section 7.04.      Other Remedies.


 


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


 


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


 






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Section 7.05.      Waiver
of Past Defaults.


 


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


 


Section 7.06.      Control by Majority.


 


Holders of a majority
in aggregate principal amount of the Notes then outstanding may direct the time, method and place of conducting any proceeding
for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse
to follow any direction that conflicts with law, the Indenture or the Notes, or that, subject to Section 10.01, the
Trustee determines may be unduly prejudicial to the rights of other Holders or may involve the Trustee in liability, unless the
Trustee is offered security and indemnity satisfactory to the Trustee against any loss, liability or expense to the Trustee that
may result from the Trustee’s following such direction.


 


Section 7.07.      Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


A Holder of a Note
may not use the Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it
being understood that the Trustee will not have an affirmative duty to ascertain whether or not any such direction is unduly prejudicial
to any other Holder).


 






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


 


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


 


Section 7.09.      Collection
Suit by Trustee.


 


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


 


Section 7.10.      Trustee
May File Proofs of Claim.


 


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


 






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Section 7.11.       Priorities.


 


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


 


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


 


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


 


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


 


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


 


Section 7.12.       Undertaking
for Costs.


 


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


 


Article 8.       Amendments,
Supplements and Waivers


 


Section 8.01.       Without
the Consent of Holders.


 


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


 


(A)            cure
any ambiguity or correct any omission, defect or inconsistency in the Indenture or the Notes, as evidenced by an Officer’s
Certificate;


 






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


 


(C)            secure
the Notes;


 


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


 


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


 


(F)            enter
into supplemental indentures pursuant to, and in accordance with, Section 5.08 in connection with a Common Stock Change
Event;


 


(G)            irrevocably
elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such election or
elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to
Section 5.03(A);


 


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


 


(I)             conform
the provisions of the Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary
prospectus supplement, dated August 10, 2020, as supplemented by the related pricing term sheet, dated August 11, 2020,
as evidenced by an Officer’s Certificate;


 


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


 


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


 


(L)            provide
for any transfer restrictions that apply to any Notes issued under the Indenture (other than the Initial Notes) that, at the time
of their original issuance, constitute “restricted securities” within the meaning of Rule 144 under the Securities
Act or that are originally issued in reliance upon Regulation S under the Securities Act; or


 


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


 


At the written request
of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description
of Notes” section and pricing term sheet referred to in (I)Section 8.01(I).


 






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Section 8.02.       With
the Consent of Holders.


 


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


 


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


 


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


 


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


 


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


 


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


 


(vi)            change
the ranking of the Notes;


 


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


 


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


 


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


 


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


 


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


 






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Section 8.03.       Notice
of Amendments, Supplements and Waivers.


 


Promptly after any
amendment, supplement or waiver pursuant to Section 8.01 or 8.02 becomes effective, the Company will (or, in
the case of an amendment or supplement pursuant to Section 8.01(I), the Company may, at its election) send to the Holders
and the Trustee notice that (A) describes the substance of such amendment, supplement or waiver in reasonable detail and (B) states
the effective date thereof. The failure to send, or the existence of any defect in, such notice will not impair or affect the validity
of such amendment, supplement or waiver.


 


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


 


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


 


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


 


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


 


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


 


Section 8.05.       Notations
and Exchanges.


 


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


 






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Section 8.06.       Trustee
to Execute Supplemental Indentures.


 


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


 


Article 9.       Satisfaction
and Discharge


 


Section 9.01.       Termination
of Company’s Obligations.


 


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


 


(A)            all
Notes then outstanding (other than Notes replaced pursuant to Section 2.12) have (i) been delivered to the Trustee
for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the
Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed;


 


(B)            the
Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion
Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered
to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or
other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.12);


 


(C)            the
Company has paid all other amounts payable by it under the Indenture with respect to the Notes; and


 


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


 


provided, however, that Article 10
and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.14 and
the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with
them will survive such discharge.


 


At the Company’s
request, the Trustee will acknowledge the satisfaction and discharge of the Indenture with respect to the Notes.


 


For the avoidance of
doubt, the Notes will not be defeasible.


 






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Section 9.02.       Repayment
to Company.


 


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


 


Section 9.03.       Reinstatement.


 


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


 


Article 10.       Trustee


 


Section 10.01.       Duties
of the Trustee.


 


(A)            If
an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by the
Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances
in the conduct of such person’s own affairs.


 


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


 


(i)            the
duties of the Trustee will be determined solely by the express provisions of the Indenture, and the Trustee need perform only those
duties that are specifically set forth in the Indenture and no others (including permissive rights), and no implied covenants or
obligations will be read into the 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and
conform to the requirements of the Indenture. However, the Trustee will examine the certificates and opinions to determine whether
or not they conform as to form to the requirements of the Indenture (but need not confirm or investigate the accuracy of any mathematical
calculations or other facts stated therein).


 






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


 


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


 


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


 


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


 


(iv)          no
provision of the Indenture will 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.


 


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


 


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


 


Section 10.02.       Rights
of the Trustee.


 


(A)            The
Trustee may conclusively rely on any document that it believes to be genuine and signed or presented by the proper Person, and
the Trustee need not investigate any fact or matter stated in such document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines to make such further
inquiry or investigation, it will be entitled to examine the books, records and premises of the Company, personally or by agent
or attorney at the sole cost of the Company and will incur no liability or additional liability of any kind by reason of such inquiry
or investigation (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).


 


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


 


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


 


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


 






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


 


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


 


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


 


(H)          The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and will be enforceable by, the Trustee in each of its capacities hereunder and each Note Agent employed to act
hereunder.


 


(I)            The
Trustee will not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.


 


(J)           Under
no circumstances will the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.


 


(K)          The
Trustee will have no obligation to pursue any action that is not in accordance with applicable law.


 


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


 


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


 


(N)          The
Trustee will not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a Default is sent to the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Notes.


 


Section 10.03.       Individual
Rights of the Trustee.


 


The Trustee, in its
individual or any other capacity, may become the owner or pledgee of any Note and may otherwise deal with the Company or any of
its Affiliates with the same rights that it would have if it were not Trustee; provided, however, that if the Trustee
acquires a “conflicting interest” (within the meaning of Section 310(b) of the Trust Indenture Act), then
it must eliminate such conflict within ninety (90) days or resign as Trustee. Each Note Agent will have that same rights and duties
as the trustee under this Section 10.03.


 






    	 	- 72 -	 



     


    

 


Section 10.04.       Trustee’s
Disclaimer.


 


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


 


Section 10.05.       Notice
of Defaults.


 


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


 


Section 10.06.       Compensation
and Indemnity.


 


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


 


(B)            The
Company will indemnify the Trustee in any capacity under the Indenture and any other document or transaction entered into in connection
herewith and their agents and any authentication agent for and to hold it harmless against any and all costs, damages, losses,
liabilities, fees or expenses incurred on the part of the Trustee, its officers, directors, agents or employees, and arising out
of or in connection with the acceptance or administration of its duties under the Indenture, including the costs and expenses of
enforcing the Indenture against the Company (including reasonable counsel fees and expenses and court costs in connection with
the enforcement of this Section 10.06) and defending itself against any claim (whether asserted by the Company, any
Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under the
Indenture, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct,
as finally adjudicated by a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which
it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations
under this Section 10.06(B). The Company will defend such claim, and the Trustee will cooperate in such defense. The
Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel.


 






    	 	- 73 -	 



     


    

 


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


 


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


 


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


 


Section 10.07.       Replacement
of the Trustee.


 


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


 


(B)            The
Trustee may resign at any time and be discharged from the trust created by the Indenture by so notifying the Company. The Holders
of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee upon 30 days written notice to
the Trustee and the Company. The Company may remove the Trustee if:


 


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


 


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


 


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


 


(iv)          the
Trustee becomes incapable of acting.


 


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


 


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


 






    	 	- 74 -	 



     


    

 


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


 


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


 


Section 10.08.       Successor
Trustee by Merger, Etc.


 


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


 


Section 10.09.       Eligibility;
Disqualification.


 


There will at all times
be a Trustee under the Indenture that is a corporation or national association organized and doing business under the laws of the
United States of America or of any state thereof, that is authorized under such laws to exercise corporate trustee power, that
is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least
$50.0 million as set forth in its most recent published annual report of condition.


 


Article 11.       Miscellaneous


 


Section 11.01.       Notices.


 


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


 


If to the Company:


 


Omeros Corporation


201 Elliott Avenue West


Seattle, Washington 98119


Attention: General Counsel


 






    	 	- 75 -	 



     


    

 


with a copy (which will not constitute
notice) to:


 


Covington & Burling LLP


One CityCenter


850 Tenth Street, NW


Washington, DC 20001-4956


Attention: Kerry Shannon Burke


 


If to the Trustee:


 


Wells Fargo Bank, National Association


600 S. 4th Street, 6th Floor


MAC:N9300-060


Minneapolis, MN 55415


Attention: Corporate Trust Services
- Omeros Corporation Administrator


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding anything
to the contrary in the Indenture or the Notes, whenever any provision of the Indenture requires a party to send notice to another
party, no such notice need be sent if the sending party and the recipient are the same Person acting in different capacities.


 






    	 	- 76 -	 



     


    

 


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


 


Upon any request or
application by the Company to the Trustee to take any action under the Indenture, the Company will furnish to the Trustee:


 


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


 


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


 


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


 


Each Officer’s
Certificate (other than an Officer’s Certificate pursuant to Section 3.03) or Opinion of Counsel with respect
to compliance with a covenant or condition provided for in the Indenture will include:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	- 77 -	 



     


    

 


Section 11.06.       Governing
Law; Waiver of Jury Trial.


 


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


 


Section 11.07.       Submission
to Jurisdiction.


 


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


 


Section 11.08.       No
Adverse Interpretation of Other Agreements.


 


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


 


Section 11.09.       Successors.


 


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


 


Section 11.10.       Force
Majeure.


 


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


 






    	 	- 78 -	 



     


    

 


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


 


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


 


Section 11.12.       Calculations.


 


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


 


The Company will make
all calculations in good faith, and, absent manifest error, its calculations will be final and binding on all Holders. The Company
will provide a schedule of its calculations to the Trustee and the Conversion Agent, and each of the Trustee and the Conversion
Agent may rely conclusively on the accuracy of the Company’s calculations without independent verification. The Trustee will
promptly forward a copy of each such schedule to a Holder upon its written request therefor.


 


Section 11.13.       Severability.


 


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


 


Section 11.14.       Counterparts.


 


The parties may sign
any number of copies of the Indenture. Each signed copy will be an original, and all of them together represent the same agreement.
The exchange of copies of the Indenture and of signature pages by facsimile, or PDF will constitute effective execution and
delivery of the 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 will be deemed to be their original signatures for all purposes.


 


Section 11.15.       Table
of Contents, Headings, Etc.


 


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


 






    	 	- 79 -	 



     


    

 


Section 11.16.       Withholding
Taxes.


 


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


 


Section 11.17.       Trust
Indenture Act Controls.


 


If any provision of
the Indenture limits, qualifies or conflicts with another provision that is required to be included in the Indenture by the Trust
Indenture Act, then required provision of the Trust Indenture Act will control.


 


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


 



    	 	- 80 -	 



     


    





 


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


 


	 	Omeros Corporation
	 	 
	 	 
	 	By:	/s/ Michael Jacobsen
	 	 	Name: 	Michael Jacobsen
	 	 	Title: 	Vice President, Finance and Chief Accounting Officer
	 	 
	 	 
	 	Wells Fargo Bank, National Association, As Trustee
	 	 
	 	 
	 	By:	/s/ Maddy Hughes
	 	 	Name: 	Maddy Hughes
	 	 	Title: 	Vice President



 


[Signature Page to Supplemental Indenture]


 






    	 	 	 



     


    

 


EXHIBIT A


 


FORM OF NOTE


 


[Insert Global Note Legend, if applicable]


 


OMEROS CORPORATION


 


5.25% Convertible Senior Note due 2026


 


	CUSIP No.:	     [___]	Certificate No.	[___]
	ISIN No.:	     [___]	 	 



 


Omeros Corporation,
a Washington corporation, for value received, promises to pay to [Cede & Co.], or its registered assigns, the principal
sum of [___] dollars ($[___]) [(as revised by the attached Schedule of Exchanges of Interests in the Global Note)]*
on February 15, 2026 and to pay interest thereon, as provided in the Indenture referred to below, until the principal and
all accrued and unpaid interest are paid or duly provided for.


 


	Interest Payment Dates:	February 15 and August 15 of each year, commencing on [date].
	 	 
	Regular Record Dates:	February 1 and August 1.



 


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


 


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


 





 






 * Insert bracketed language for Global Notes only.




 






    	 	A-1	 



     


    

 


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


 


	 	Omeros
    Corporation
	 	 
	 	 
	Date:	 	 	By:	              
	 	 	Name:
	 	 	Title:






 






    	 	A-2	 



     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


 


	Date:	 	 	By:	 
	 	 	 	 	Authorized Signatory



 






    	 	A-3	 



     


    

 


OMEROS CORPORATION


 


5.25% Convertible Senior Note due 2026


 


This Note is one of
a duly authorized issue of notes of Omeros Corporation, a Washington corporation (the “Company”), designated
as its 5.25% Convertible Senior Notes due 2026 (the “Notes”), all issued or to be issued pursuant to an indenture
(the “Base Indenture”), dated as of August 14, 2020, and a first supplemental Indenture (as the same may
be amended from time to time, the “Supplemental Indenture,” and the Base Indenture, as amended by the Supplemental
Indenture, and as the same may be further amended or supplemented with respect to the Notes, the “Indenture”),
dated as of August 14, 2020, each between the Company and Wells Fargo Bank, National Association, as trustee. Capitalized
terms used in this Note without definition have the respective meanings ascribed to them in the Indenture.


 


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


 


1.            Interest.
This Note will accrue interest at a rate and in the manner set forth in Section 2.05 of the Supplemental Indenture. Stated
Interest on this Note will begin to accrue from, and including, [date].


 


2.            Maturity.
This Note will mature on February 15, 2026, unless earlier repurchased, redeemed or converted.


 


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


 


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


 


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


 


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


 


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


 






    	 	A-4	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


* * *


 






    	 	A-5	 



     


    

 


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


 


Omeros Corporation


201 Elliott Avenue West


Seattle, Washington 98119


Attention: Vice President, Finance


 






    	 	A-6	 



     


    

 


SCHEDULE OF EXCHANGES OF INTERESTS IN
THE GLOBAL NOTE*


 


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


 


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


 


	
        Date
	 	
        Amount
        of Increase

(Decrease) in

Principal Amount of

this Global Note
	 	
        Principal
        Amount of

this Global Note

After Such Increase

(Decrease)
	 	
        Signature
        of

Authorized

Signatory of Trustee

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 






 






		*	Insert for Global Notes only.





 






    	 	A-7	 



     


    

 


CONVERSION NOTICE


 


OMEROS CORPORATION


 


5.25% Convertible Senior Notes due 2026


 


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


 


		 ̈	the entire principal amount of



 


		 ̈	$                     *
aggregate principal amount of



 


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


 


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


 


	Date:	 	 	 
	 	(Legal Name of Holder)



 


	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Signature Guaranteed:
	 	 
	 	 
	 	Participant in a Recognized Signature
	 	Guarantee Medallion Program
	 	 
	 	By:	 
	 	 	Authorized Signatory



 







 






		*	Must be an Authorized Denomination.



 






    	 	A-8	 



     


    

 


FUNDAMENTAL CHANGE REPURCHASE NOTICE


 


OMEROS CORPORATION


 


5.25% Convertible Senior Notes due 2026


 


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


 


	 ̈	the entire principal amount of



 


	 ̈	$                     *
aggregate principal amount of



 


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


 


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


 





	Date:	 	 	 
	 	(Legal Name of Holder)


 


	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Signature Guaranteed:
	 	 
	 	 
	 	Participant in a Recognized Signature
	 	Guarantee Medallion Program
	 	 
	 	By:	 
	 	 	Authorized Signatory


 





 






		*	Must be an Authorized Denomination.



 






    	 	A-9	 



     


    

 


ASSIGNMENT FORM


 


OMEROS CORPORATION


 


5.25% Convertible Senior Notes due 2026


 


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


 


		Name:	 	 



 


		Address:	 	 



 


		Social security
or

tax identification

number:	 	 



 


the within Note and all rights thereunder
irrevocably appoints:


 


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


 


	Date:	 	 	 
	 	(Legal Name of Holder)


 





	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Signature Guaranteed:
	 	 
	 	 
	 	Participant in a Recognized Signature
	 	Guarantee Medallion Program
	 	 
	 	By:	 
	 	 	Authorized Signatory


 






    	 	A-10	 



     


    

 


EXHIBIT B


 


FORM OF GLOBAL NOTE LEGEND


 


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


 


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


 


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


 






    	 	B-1