Exhibit 4.1


 


EXECUTION VERSION


 




 


GLAUKOS
CORPORATION





AND





WELLS FARGO BANK, NATIONAL ASSOCIATION,





as Trustee





INDENTURE





Dated as of June 11, 2020


 


 


2.75%
Convertible Senior Notes due 2027


 




 






     


     


    

 





TABLE OF CONTENTS


 


Page 




	Article 1 

Definitions
	 
	Section 1.01.	Definitions	1
	Section 1.02.	References to Interest	13
	 	 	 
	Article 2 

Issue, Description, Execution, Registration and Exchange of Notes
	 
	Section 2.01.	Designation and Amount	13
	Section 2.02.	Form of Notes	13
	Section 2.03.	Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	14
	Section 2.04.	Execution, Authentication and Delivery of Notes	16
	Section 2.05.	Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	16
	Section 2.06.	Mutilated, Destroyed, Lost or Stolen Notes	23
	Section 2.07.	Temporary Notes	24
	Section 2.08.	Cancellation of Notes Paid, Converted, Etc.	24
	Section 2.09.	CUSIP Numbers	24
	Section 2.10.	Additional Notes; Repurchases	25
	 	 	 
	Article 3 

Satisfaction and Discharge
	 
	Section 3.01.	Satisfaction and Discharge	25
	 	 	 
	Article 4 

Particular Covenants of the Company
	 
	Section 4.01.	Payment of Principal and Interest	25
	Section 4.02.	Maintenance of Office or Agency	26
	Section 4.03.	Appointments to Fill Vacancies in Trustee’s Office	26
	Section 4.04.	Provisions as to Paying Agent	26
	Section 4.05.	Existence	28
	Section 4.06.	Rule 144A Information Requirement and Annual Reports	28
	Section 4.07.	Stay, Extension and Usury Laws	30
	Section 4.08.	Compliance Certificate; Statements as to Defaults	30
	Section 4.09.	[Intentionally Omitted]	30
	Section 4.10.	Further Instruments and Acts	31



 






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	Article
    5 

    Lists of Holders and Reports by the Company and the Trustee
	 
	Section
    5.01.	Lists
    of Holders	31
	Section 5.02.	Preservation
    and Disclosure of Lists	31
	 	 	 
	Article
    6 

    Defaults and Remedies
	 
	Section 6.01.	Events of Default	31
	Section 6.02.	Acceleration;
    Rescission and Annulment	32
	Section 6.03.	Additional Interest	33
	Section 6.04.	Payments of Notes
    on Default; Suit Therefor	35
	Section 6.05.	Application of
    Monies Collected by Trustee	36
	Section 6.06.	Proceedings by
    Holders	37
	Section 6.07.	Proceedings by
    Trustee	38
	Section 6.08.	Remedies Cumulative
    and Continuing	38
	Section 6.09.	Direction of
    Proceedings and Waiver of Defaults by Majority of Holders	38
	Section 6.10.	Notice of Defaults	39
	Section 6.11.	Undertaking to
    Pay Costs	39
	 	 	 
	Article
    7 

    Concerning the Trustee
	 
	Section 7.01.	Duties and Responsibilities
    of Trustee	40
	Section 7.02.	Reliance on Documents,
    Opinions, Etc.	41
	Section 7.03.	No Responsibility
    for Recitals, Etc.	43
	Section 7.04.	Trustee, Paying
    Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes	43
	Section 7.05.	Monies to Be
    Held in Trust	44
	Section 7.06.	Compensation
    and Expenses of Trustee	44
	Section 7.07.	Officer’s
    Certificate as Evidence	45
	Section 7.08.	Eligibility of
    Trustee	45
	Section 7.09.	Resignation or
    Removal of Trustee	45
	Section 7.10.	Acceptance by
    Successor Trustee	46
	Section 7.11.	Succession by
    Merger, Etc.	47
	Section 7.12.	Trustee’s
    Application for Instructions from the Company	47
	 	 	 
	Article
    8 

    Concerning the Holders
	 
	Section 8.01.	Action by Holders	48
	Section 8.02.	Proof of Execution
    by Holders	48
	Section 8.03.	Who Are Deemed
    Absolute Owners	48
	Section 8.04.	Company-Owned
    Notes Disregarded	49
	Section 8.05.	Revocation of
    Consents; Future Holders Bound	49




 






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	Article
    9 

    Holders’ Meetings
	 
	Section
    9.01.	Purpose
    of Meetings	49
	Section 9.02.	Call of Meetings
    by Trustee	50
	Section 9.03.	Call of Meetings
    by Company or Holders	50
	Section 9.04.	Qualifications
    for Voting	50
	Section 9.05.	Regulations	50
	Section 9.06.	Voting	51
	Section 9.07.	No Delay of Rights
    by Meeting	51
	 	 	 
	Article
    10 

Supplemental Indentures
	 
	Section 10.01.	Supplemental
    Indentures Without Consent of Holders	51
	Section 10.02.	Supplemental
    Indentures with Consent of Holders	53
	Section 10.03.	Effect of Supplemental
    Indentures	54
	Section 10.04.	Notation on Notes	54
	Section 10.05.	Evidence of Compliance
    of Supplemental Indenture to Be Furnished Trustee	54
	 	 	 
	Article
    11

 Consolidation, Merger, Sale, Conveyance and Lease
	 
	Section 11.01.	Company May Consolidate,
    Etc. on Certain Terms	54
	Section 11.02.	Successor Corporation
    to Be Substituted	55
	Section 11.03.	Opinion of Counsel
    to Be Given to Trustee	56
	 	 	 
	Article
    12

 Immunity of Incorporators, Stockholders, Officers and Directors
	 
	Section 12.01.	Indenture and
    Notes Solely Corporate Obligations	56
	 	 	 
	Article
    13 

[Intentionally Omitted]
	 
	Article
    

14 Conversion of Notes
	 
	 
	Section 14.01.	Conversion Privilege	56
	Section 14.02.	Conversion Procedure;
    Settlement upon Conversion	59
	Section 14.03.	Increased Conversion
    Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or Notice of Redemption	64
	Section 14.04.	Adjustment of
    Conversion Rate	67
	Section 14.05.	Adjustments of
    Prices	76
	Section 14.06.	Shares to Be
    Fully Paid	76
	Section 14.07.	Effect of Recapitalizations,
    Reclassifications and Changes of the Common Stock	76
	Section 14.08.	Certain Covenants	78
	Section 14.09.	Responsibility
    of Trustee	79
	Section 14.10.	Notice to Holders
    Prior to Certain Actions	79
	Section 14.11.	Stockholder Rights
    Plans	80
	Section 14.12.	Exchange in Lieu
    of Conversion	80




 






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	Article 15 

Repurchase of Notes at Option of Holders
	 
	Section 15.01.	[Intentionally Omitted]	81
	Section 15.02.	Repurchase at Option of Holders Upon a Fundamental Change	81
	Section 15.03.	Withdrawal of Fundamental Change Repurchase Notice	84
	Section 15.04.	Deposit of Fundamental Change Repurchase Price	85
	Section 15.05.	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	85
	 	 	 
	Article 16 

Optional Redemption
	 
	Section 16.01.	Optional Redemption	86
	Section 16.02.	Notice of Optional Redemption; Selection of Notes	86
	Section 16.03.	Payment of Notes Called for Redemption	88
	Section 16.04.	Restrictions on Redemption	88
	Section 16.05.	Special Provisions for Partial Calls	88
	 	 	 
	Article 17

 Miscellaneous Provisions
	 
	Section 17.01.	Provisions Binding on Company’s Successors	89
	Section 17.02.	Official Acts by Successor Corporation	89
	Section 17.03.	Addresses for Notices, Etc.	89
	Section 17.04.	Governing Law; Jurisdiction	89
	Section 17.05.	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	90
	Section 17.06.	Legal Holidays	91
	Section 17.07.	No Security Interest Created	91
	Section 17.08.	Benefits of Indenture	91
	Section 17.09.	Table of Contents, Headings, Etc.	91
	Section 17.10.	Authenticating Agent	91
	Section 17.11.	Execution in Counterparts	92
	Section 17.12.	Severability	93
	Section 17.13.	Waiver of Jury Trial	93
	Section 17.14.	Force Majeure	93
	Section 17.15.	Calculations	93
	Section 17.16.	USA PATRIOT Act	93


 






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EXHIBIT


 


	Exhibit A	Form of Note	A-1
	Exhibit B	Form of Free Transferability Certificate	B-1







 






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INDENTURE dated as of June 11, 2020 between
GLAUKOS CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01)
and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more
fully set forth in Section 1.01).


 


In order to declare the terms and conditions
upon which the Company’s 2.75% Convertible Senior Notes due 2027 (the “Notes”) are, and are to be, authenticated,
issued and delivered, and in consideration of the premises and of the purchase and acceptance of the Notes by the Holders thereof,
the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective Holders from time to
time of the Notes (except as otherwise provided below), as follows:


 


Article
1

Definitions


 


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


 


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


 


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


 


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


 


“Bid Solicitation Agent”
means the Company or the Person appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with
Section 14.01(b)(i). The Company shall initially act as the Bid Solicitation Agent. The Company may, however, appoint another Person
as the Bid Solicitation Agent (including one of the Company’s Affiliates) without prior notice to the Holders of the Notes.


 


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


 






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


 


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


 


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


 


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


 


“Certain Distributions Conversion
Period End Date” shall have the meaning specified in Section 14.01(b).


 


“Certain Distributions Notification”
shall have the meaning specified in Section 14.01(b).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Common Stock” means
the common stock of the Company, par value $0.001 per share, at the date of this Indenture, subject to Section 14.07.


 


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


 


“Company Order” means
a written order of the Company, signed by the Company’s Chief Executive Officer, President, Chief Financial Officer, Executive
or Senior Vice President, any Vice President (whether or not designated by a number or numbers or word or words added before or
after the title “Vice President”), the Company’s Treasurer or Assistant Treasurer or the Company’s Secretary
or any Assistant Secretary, and delivered to the Trustee.


 






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


 


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


 


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


 


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


 


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


 


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


 


“Corporate Trust Office”
means the office of the Trustee at which at any particular time its corporate trust business related to this Indenture shall be
principally administered, which office at the date hereof is located at 600 South Fourth Street, 6th Floor, Minneapolis,
MN 55415 Attention: Corporate Trust Services Glaukos Administrator, or such other address as the Trustee may designate from time
to time by notice to the Holders and the Company, or the principal corporate trust office of any successor trustee (or such other
address as such successor trustee may designate from time to time by notice to the Holders and the Company). With respect to registration
for transfer or exchange, presentation at maturity or for redemptions, such office shall also mean the office or agency of the
Trustee located at the date hereof at Corporate Trust Operations, MAC N9300-070, 600 South Fourth Street, 7th Floor, Minneapolis,
MN 55415.


 


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


 


“Daily Conversion Value”
means, for each of the 40 consecutive Trading Days during the Observation Period, 1/40th of the product of (a) the Conversion
Rate on such Trading Day and (b) the Daily VWAP for such Trading Day.


 


“Daily Measurement Value”
means the Specified Dollar Amount (if any), divided by 40.


 


“Daily Settlement Amount,”
for each of the 40 consecutive Trading Days during the Observation Period, shall consist of:


 


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


 


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


 






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


 


“Default” means any event
that is, or after notice or 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, change the Default Settlement Method by sending notice of the new Default Settlement Method
to the Holders, Trustee and Conversion Agent. In addition, the Company may, by notice to the Holders, Trustee and Conversion Agent
irrevocably fix the Settlement Method, to any Settlement Method that it is then permitted to elect, that will apply to all Note
conversions with a Conversion Date that is on or after the date the Company sends such notice. Concurrently with providing notice
to all Holders of a change in the Default Settlement Method or an election to irrevocably fix the Settlement Method, the Company
shall promptly issue a report on Form 8-K or press release announcing that the Company has made such change to the Default Settlement
Method or elected to irrevocably fix the Settlement Method, as the case may be. Notwithstanding the foregoing, no such change in
the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected)
with respect to any Note pursuant to the provisions described in this Section 14.02. For the avoidance of doubt, such an irrevocable
election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 10.01(i).
However, the Company may nonetheless choose to execute such an amendment at its option.


 


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


 


“Deferral Exception”
shall have the meaning specified in Section 14.04(l).


 


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


 


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


 


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


 


“Effective Date” shall
have the meaning specified in Section 14.03(c), except that, as used in
Section 14.04 and Section 14.05, “Effective Date” means the first date on which shares of the Common Stock trade
on the applicable exchange or in the applicable market, regular way, reflecting the relevant share split or share combination,
as applicable.


 






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


 


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


 


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


 


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


 


“Exempted Fundamental Change”
refers to any Fundamental Change with respect to which the Company does not offer to repurchase any Notes as specified in Section
15.02(e).


 


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


 


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


 


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


 


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


 


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


 


(a)              
a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company
and its direct or indirect Wholly-Owned Subsidiaries, files a Schedule TO or any schedule, form or report under the Exchange Act
disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3
under the Exchange Act, of the Company’s Common Equity representing more than 50% of the voting power of the Common Stock;


 


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


 






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


 


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


 


provided, however, that a transaction or transactions
described in clause (b) above shall not constitute a Fundamental Change, if at least 90% of the consideration received or to be
received by the common stockholders of the Company, excluding cash payments for fractional shares and cash payments made in respect
of dissenters’ statutory appraisal rights, in connection with such transaction or transactions consists of shares of common
stock that are listed or quoted on any of The New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market
(or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction
or transactions and as a result of such transaction or transactions the Notes become convertible into such consideration, excluding
cash payments for fractional shares and cash payments made in respect of dissenters’ statutory appraisal rights (subject
to the provisions of Section 14.02(a)). If any transaction in which the Common Stock is replaced by the securities of another entity
occurs, following completion of any related Make-Whole Fundamental Change Period (or, in the case of a transaction that would have
been a Fundamental Change or a Make-Whole Fundamental Change but for the proviso immediately following clause (d) of the
definition thereof, following the effective date of such transaction) references to the Company in this definition shall instead
be references to such other entity.


 


For the purposes of the definition of “Fundamental
Change”, any transaction that constitutes a Fundamental Change pursuant to both clause (a) and (b) of such definition (prior
to giving effect to the proviso to clause (b) of such definition) shall be deemed a transaction solely under clause (b) of such
definition (and, for the avoidance of doubt, will be subject to the proviso to clause (b) of such definition).


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Initial Purchasers”
means J.P Morgan Securities LLC, Piper Sandler & Co., William Blair & Company, L.L.C., Stephens Inc., Guggenheim Securities,
LLC, Evercore Group L.L.C. and Berenberg Capital Markets LLC.


 


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


 


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


 


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


 


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


 


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


 






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“Maturity Date” means
June 15, 2027.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Observation Period”
with respect to any Note surrendered for conversion means: (i) subject to clause (ii) of this definition, if the relevant Conversion
Date occurs prior to the 45th Scheduled Trading Day immediately preceding the Maturity Date, the 40 consecutive Trading Day period
beginning on, and including, the second Trading Day immediately succeeding such Conversion Date; (ii) if the relevant Conversion
Date occurs on or after the date of the Company’s issuance of a Notice of Redemption with respect to any Notes pursuant to
Section 16.02 and prior to the relevant Redemption Date, the 40 consecutive Trading Day period beginning on, and including, the
41st Scheduled Trading Day immediately preceding such Redemption Date; and (iii) if the relevant Conversion Date occurs
on or after the 45th Scheduled Trading Day immediately preceding the Maturity Date, the 40 consecutive Trading Days
beginning on, and including, the 41st Scheduled Trading Day immediately preceding the Maturity Date.


 


“Offering Memorandum”
means the preliminary offering memorandum dated June 8, 2020, as supplemented by the related pricing term sheet dated June 8, 2020,
relating to the offering and sale of the Notes.


 


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


 


“Officer’s Certificate,”
when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed by an Officer of
the Company. Each such certificate shall include the statements provided for in Section 17.05 if and to the extent required by
the provisions of such Section. The Officer giving an Officer’s Certificate pursuant to Section 4.08 shall be the principal
executive, financial or accounting officer of the Company.


 


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


 






    8


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(e)              
Notes redeemed pursuant to Article 16; and


 


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


 


“Partial Redemption Limitation”
shall have the meaning specified in Section 16.02(c).


 


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


 


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


 


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


 


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


 






    9


     


    

 


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


 


“Purchase Agreement”
means that certain Purchase Agreement, dated as of June 8, 2020 between the Company and J.P. Morgan Securities LLC, as representative
of the Initial Purchasers, relating to the issuance and sale of the Notes.


 


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


 


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


 


“Redemption Notice Date”
means the date on which a Notice of Redemption is delivered pursuant to ‎Section 16.02.


 


“Redemption Price” means,
for any Notes to be redeemed pursuant to Section 16.01, 100% of the aggregate principal amount of such Notes, plus accrued
and unpaid interest, if any, to, but excluding, the Redemption Date (unless the Redemption Date falls after a Regular Record Date
but on or prior to the immediately succeeding Interest Payment Date, in which case interest accrued to the Interest Payment Date
will be paid on such Redemption Date to Holders of record of such Notes on such Regular Record Date, and the Redemption Price will
be equal to 100% of the aggregate principal amount of such Notes and will not include accrued and unpaid interest on such Note
to, but not including, such Redemption Date). The Redemption Price will be paid in cash (without penalty or premium).


 


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


 


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


 


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


 


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


 






    10


     


    

 



  


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Shoe Option” means the
Initial Purchasers’ option to purchase up to thirty-seven million five hundred thousand dollars ($37,500,000) aggregate principal
amount of additional Notes as provided for in the Purchase Agreement.


 


“Significant Subsidiary”
means a Subsidiary of the Company that meets the definition of “significant subsidiary” in Article 1, Rule 1-02(w)
of Regulation S-X under the Exchange Act.


 


“Shelf Registration Statement”
means a registration statement of the Company filed with the Commission on either (i) Form S-3 (or any successor form or other
appropriate form under the Securities Act) or (ii) if the Company is not permitted to file a registration statement on Form S-3,
a registration statement on Form S-1 (or any successor form or other appropriate form under the Securities Act), in each case for
an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act covering the Notes and the
shares of Common Stock issuable upon conversion of the Notes.


 


“Specified Dollar Amount”
means the maximum cash amount per $1,000 principal amount of Notes to be received upon conversion as specified in the Settlement
Notice related to any converted Notes.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


Article
2

Issue, Description, Execution, Registration and Exchange of Notes


 


Section 2.01.     
Designation and Amount. The Notes shall be designated as the “2.75% Convertible Senior Notes due 2027.”
The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $250,000,000,
subject to Section 2.10 and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for,
or in lieu of other Notes to the extent expressly permitted hereunder. If the Initial Purchasers exercise the Shoe Option, then
there will be originally issued up to an additional $37,500,000 principal amount of Notes pursuant to such exercise, subject to
Section 2.10 and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu
of other Notes to the extent expressly permitted hereunder.


 


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


 






    13


     


    

 


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


 


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


 


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


 


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


 






    14


     


    

 


(b)               The
Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any
Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such
Interest Payment Date. The principal amount of any Note (x) in the case of any Physical Note, shall be payable at the office
or agency of the Company designated by the Company for such purposes in the continental United States, which shall initially
be the Corporate Trust Office and (y) in the case of any Global Note, shall be payable by wire transfer of immediately
available funds to the account of the Depositary or its nominee. The Company shall pay or cause the Paying Agent to pay
interest (i) on any Physical Notes (A) to Holders holding Physical Notes having an aggregate principal amount of $1,000,000
or less, by check mailed to the Holders of such Notes at their address as it appears in the Note Register and (B) to Holders
holding Physical Notes having an aggregate principal amount of more than $1,000,000, either by check mailed to each such
Holder or, upon written application by such a Holder to the Note Registrar not later than the relevant Regular Record Date,
by wire transfer in immediately available funds to such Holder’s account within the United States, which application
shall provide the requisite information to the Trustee and the Paying Agent (if other than the Trustee) to make such wire
transfer and shall remain in effect until the Holder notifies, in writing, the Note Registrar to the contrary or (ii) on any
Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.


 


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


 


(i)                
The Company may elect to make payment of or cause the Paying Agent to make payment of any Defaulted Amounts to the Persons
in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a special record date
for the payment of such Defaulted Amounts, which shall be fixed in the following manner. The Company shall notify the Trustee in
writing of the amount of the Defaulted Amounts proposed to be paid on each Note and the date of the proposed payment (which shall
be not less than 25 days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date),
and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in
respect of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date
of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted
Amounts as in this clause provided. Thereupon the Company shall fix a special record date for the payment of such Defaulted Amounts
which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee in writing
of such special record date at least five (5) Business Days before such notice is to be sent to the Holders, and the Trustee, in
the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Amounts and the special
record date therefor to be delivered to each Holder not less than 10 days prior to such special record date. Notice of the proposed
payment of such Defaulted Amounts and the special record date therefor having been so sent, such Defaulted Amounts shall be paid
to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such
special record date and shall no longer be payable pursuant to the following clause (ii) of this Section 2.03(c).


 






    15


     


    

 


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


 


Section 2.04.     
Execution, Authentication and Delivery of Notes. The Notes shall be signed in the name and on behalf of the Company
by the manual or facsimile signature of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary
or any of its Executive or Senior Vice Presidents.


 


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


 


Only such Notes as shall bear thereon a
certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually
by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall
be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such
an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has
been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.


 


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


 


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


 






    16


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    17


     


    

 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


Any Note (or security issued in
exchange or substitution therefor) (i) as to which such restrictions on transfer shall have expired in accordance with their
terms, (ii) that has been transferred pursuant to a registration statement that has become effective or been declared
effective under the Securities Act and that continues to be effective at the time of such transfer or (iii) that has been
sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the
Securities Act, may, upon surrender of such Note for exchange to the Note Registrar in accordance with the provisions of this
Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the
restrictive legend required by this Section 2.05(c) and shall not be
assigned a restricted CUSIP number. The Company shall be entitled to instruct the Custodian in writing to so surrender any
Global Note as to which any of the conditions set forth in clause (i) through (iii) of the immediately preceding sentence
have been satisfied, and, upon such instruction, the Custodian shall so surrender such Global Note for exchange in accordance
with the applicable procedures of the Depositary; and any new Global Note so exchanged therefor shall not bear the
restrictive legend specified in this Section 2.05(c) and
shall not be assigned a restricted CUSIP number. The Company shall promptly notify the Trustee in writing (in the form
set forth in Exhibit B) upon the occurrence of the Resale Restriction Termination Date and promptly after a registration
statement, if any, with respect to the Notes or any shares of Common Stock issued upon conversion of the Notes has been
declared effective under the Securities Act. Upon notice of the Resale Restriction Termination Date, the legend set forth
above shall be deemed removed from the Note, with no further action required by the Company, the Trustee, or, if applicable,
the Depositary; provided, however, that, if the mandatory exchange process of the Depositary is available therefor,
the Company will use reasonable efforts to effect an exchange of every beneficial interest in each Restricted Security for
beneficial interests in Global Notes that are not subject to the restrictions set forth in the restrictive legend or this
Section 2.05(c) pursuant to such process on or prior to the 380th day after the last date of original issuance of the
Notes.


 






    19


     


    

 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


Section 2.08.     
Cancellation of Notes Paid, Converted, Etc. The Company shall cause all Notes surrendered for the purpose
of payment, repurchase (but excluding Notes repurchased pursuant to cash settled swaps or other derivatives that are not physically
settled), redemption, registration of transfer or exchange or conversion, if surrendered to any Person other than the Trustee
(including any of the Company’s agents, Subsidiaries or Affiliates), to be surrendered to the Trustee for cancellation and
such Notes shall no longer be considered outstanding for purposes of this Indenture upon the payment, repurchase, redemption,
registration of transfer or exchange or conversion. All Notes delivered to the Trustee shall be canceled promptly by it, and no
Notes shall be authenticated in exchange thereof except as expressly permitted by any of the provisions of this Indenture. The
Trustee shall dispose of canceled Notes in accordance with its customary procedures.


 


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


 






    24


     


    

 


Section 2.10.     
Additional Notes; Repurchases. The Company may, without the consent of, or notice to, the Holders and notwithstanding
Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder
(other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes
and, if applicable, restrictions on transfer in respect of such additional Note) in an unlimited aggregate principal amount; provided
that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes,
such additional Notes shall have one or more separate CUSIP numbers. The Notes initially issued hereunder and any additional Notes
will rank equally and ratably and will be treated as a single series for all purposes under this Indenture (except to the extent
set forth in the immediately preceding sentence). Prior to the issuance of any such additional Notes, the Company shall deliver
to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and
Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request.
In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are
surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through
a private or public tender or exchange offer or through counterparties pursuant to private agreements, including by cash-settled
swaps or other derivatives, in each case, without prior notice to, or consent of, the Holders. The Company shall cause any Notes
so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settled)
to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered
outstanding under this Indenture upon their repurchase.


 


Article
3

Satisfaction and Discharge


 


Section 3.01.     
Satisfaction and Discharge. This Indenture shall upon request of the Company contained in an Officer’s
Certificate cease to be of further effect, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when (a) (i) all Notes theretofore authenticated and delivered (other than (x) Notes
which have been destroyed, lost or stolen and which have been replaced, paid or converted as provided in Section 2.06 and
(y) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in Section 4.04(d)) have been delivered to the Trustee
for cancellation; or (ii) the Company has irrevocably deposited with the Trustee or delivered to Holders, as applicable, after
the Notes have become due and payable, whether on the Maturity Date, any Redemption Date, any Fundamental Change Repurchase Date,
upon conversion or otherwise, cash, subject to Section 7.05, shares of Common Stock or a combination thereof, as applicable, solely
to satisfy the Company’s Conversion Obligation, sufficient to pay all of the outstanding Notes and all other sums due and
payable under this Indenture by the Company; and (b) the Company has delivered to the Trustee an Officer’s Certificate and
an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge
of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of
the Company to the Trustee under Section 7.06 shall survive.


 


Article
4

Particular Covenants of the Company


 


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


 






    25


     


    

 


Notwithstanding anything to the contrary
contained in this Indenture, the Company may, to the extent it is required to do so by law, deduct or withhold income or other
similar taxes imposed by the United States from principal, premium or interest (including any Additional Interest) payments hereunder.


 


Section 4.02.     
Maintenance of Office or Agency. The Company will maintain in the continental United States, an office
or agency where the Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase
(“Paying Agent”) or for conversion (“Conversion Agent”) and where notices to the Company
in respect of the Notes and this Indenture may be delivered. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders and notices
may be made or delivered at the Corporate Trust Office or the office or agency of the Trustee in the continental United States;
provided, no service of legal process on the Company may be made at any office of the Trustee.


 


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


 


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


 


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


 


Section 4.04.     
Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee
(which Paying Agent may be appointed without notice to Holders and may be a Subsidiary of the Company), the Company will cause
such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section 4.04:


 


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


 






    26


     


    

 


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


 


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


 


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


 


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


 


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


 


(d)               Subject
to applicable law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of,
accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years
after such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), interest or
consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained
in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of
such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability
of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof,
shall thereupon cease.


 






    27


     


    

 


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


 


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


 


(b)              
The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies
of any documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange
Act (excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence
with the Commission) (giving effect to any grace period provided by Rule 12b-25 or any successor rule under the Exchange Act).
Any such document or report that the Company files with the Commission via the Commission’s EDGAR system (or any successor
system) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed
via the EDGAR system, it being understood that the Trustee shall not be responsible for determining whether such filings have been
made.


 


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


 


(d)               If,
at any time during the six-month period beginning on, and including, the date that is six months after the last date of
original issuance of the Notes, the Company fails to timely file any document or report that it is required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace
periods thereunder and other than Current Reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to
Rule 144 by Holders other than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time
during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of
this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue
on the Notes at the rate of 0.50% per annum of the aggregate principal amount of the Notes outstanding for each day during
such period for which the Company’s failure to file has occurred and is continuing or the Notes are not otherwise
freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates (or Holders that were the
Company’s Affiliates at any time during the three months preceding). As used in this Section 4.06(d), documents or
reports that the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act does not include documents or reports that the Company furnishes to the Commission pursuant to Section 13 or
15(d) of the Exchange Act.


 






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(e)              
If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed (or deemed
removed pursuant to this Indenture where (i) the mandatory exchange process of the Depositary is unavailable to effect an exchange
of every beneficial interest in each Restricted Security for beneficial interests in Global Notes that are not subject to the restrictions
set forth in such restrictive legend as described in Section 2.05(c) and (ii) such restrictive legend is no longer in effect with
respect to the Notes or shares of Common Stock issuable upon conversion), the Notes are assigned a restricted CUSIP number or the
Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates or Holders that
were the Company’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to
U.S. securities laws or the terms of this Indenture or the Notes) as of the 380th day after the last date of original issuance
of the Notes, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the aggregate principal
amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the
Notes are assigned an unrestricted CUSIP number and the Notes are freely tradable pursuant to Rule 144 by Holders other than the
Company’s Affiliates (or Holders that were the Company’s Affiliates at any time during the three months preceding)
(without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes). For the avoidance of doubt,
a Global Note will not be deemed to be assigned an unrestricted CUSIP unless such Global Note is identified by an unrestricted
CUSIP number in the facilities of the Depositary.


 


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


 


(g)              
The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall, subject to the immediately
succeeding sentence, be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s
election pursuant to Section 6.03. However, in no event shall any Additional Interest that may accrue as a result of the Company’s
failure to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports filed on
Form 8-K), pursuant to Section 4.06(d), together with any interest that may accrue in the event the Company elects to pay Additional
Interest in respect of an Event of Default relating to the Company’s failure to comply with its obligations as set forth
in Section 4.06(b) pursuant to Section 6.03, accrue at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless
of the number of events or circumstances giving rise to the requirement to pay such Additional Interest.


 






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


 


(i)                
If the Company is required to pay Additional Interest in accordance with Section 4.06(d) or 4.06(e), the Company may elect
to designate a Shelf Registration Statement for the resale of the Notes. No Additional Interest will accrue or be payable on any
date on which (A)(x) such Shelf Registration Statement has been filed for the resale of the Notes and any shares of Common Stock
issuable upon conversion of the Notes, (y) such Shelf Registration Statement is effective and useable by Holders for the resale
of the Notes and any shares of Common Stock issuable upon conversion of the Notes and (z) the Holders may register the resale of
convertible securities offered in reliance on Rule 144A and any shares of Common Stock issuable upon conversion thereof, as applicable
or (B) the conditions set forth in clause (A) above have been satisfied for a period of two years.


 


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


 


Section 4.08.     
Compliance Certificate; Statements as to Defaults. The Company shall deliver to the Trustee within 120
days after the end of each fiscal year of the Company (beginning with the fiscal year ending on December 31, 2020) an Officer’s
Certificate stating whether the signers thereof have knowledge of any failure by the Company to comply with all conditions and
covenants then required to be performed under this Indenture during the previous fiscal year and, if so, specifying each such
failure and the nature thereof.


 


In addition, the Company shall deliver to
the Trustee, as soon as possible, and in any event within 30 days after the occurrence of any Event of Default or Default, an Officer’s
Certificate setting forth the details of such Event of Default or Default, its status and the action that the Company is taking
or proposing to take in respect thereof; provided that the Company is not required to deliver such notice of such events
that have been cured within the applicable grace period (if any) provided in this Indenture or are no longer continuing.


 


Section
4.09.      [Intentionally
Omitted]


 






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


 


Article
5

Lists of Holders and Reports by the Company and the Trustee


 


Section 5.01.     
Lists of Holders. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, semi-annually,
on each June 1 and December 1 in each year beginning with December 1, 2020, and at such other times as the Trustee may request
in writing, a list in such form as the Trustee may reasonably require of the names and addresses of the Holders as of a date not
more than 15 days (or such other date as the Trustee may reasonably request in order to so provide any such notices) prior to
the time such information is furnished, except that no such list need be furnished so long as the Trustee is acting as Note Registrar.


 


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


 


Article
6

Defaults and Remedies


 


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


 


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


 


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


 


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


 


(d)              
failure by the Company to issue a (x) Fundamental Change Company Notice in accordance with Section 15.02(c),
(y) a notice of a Make-Whole Fundamental Change in accordance with Section 14.03(a) or (z) notice of a specified corporate transaction
in accordance with Section 14.01(b)(ii) or 14.01(b)(iii), if, only in the case of clause (x) or clause (y), such failure is not
cured within five Business Days after its occurrence. 


 


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


 


(f)                failure
by the Company for 60 days after written notice to the Company from the Trustee or to the Company and the Trustee from the
Holders of at least 25% in principal amount of the Notes then outstanding has been received by the Company to comply with any
of its other agreements contained in the Notes or this Indenture, which notice must specify such Default, demand that it be
remedied and state that such notice is a “Notice of Default”;


 






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(g)              
default by the Company or any Subsidiary of the Company with respect to any mortgage, agreement or other instrument under
which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of
$25,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Subsidiary, whether such indebtedness
now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable prior to
its stated maturity or (ii) constituting a failure to pay the principal of any 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 all applicable
grace periods and, if such acceleration is not rescinded or annulled or if such default is not cured or waived, or such acceleration
is not rescinded, within 30 days after written notice is delivered to the Company by the Trustee or by the Holders of at least
25% in aggregate principal amount of Notes then outstanding, in with this Indenture;


 


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


 


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


 


Section 6.02.     
Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(h) or Section 6.01(i) with
respect to the Company (and not solely with respect to a Significant Subsidiary)), unless the principal of all of the Notes shall
have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes
then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee, if given
by the Holders), may, and the Trustee at the request of such Holders shall, declare 100% of the aggregate principal amount of,
and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall
become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes to the contrary
notwithstanding. If an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company (and not solely
with respect to a Significant Subsidiary) occurs and is continuing, 100% of the aggregate principal amount of, and accrued and
unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable without any further
act or declaration by any holder or the trustee.


 






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


 


Section 6.03.     
Additional Interest. Notwithstanding anything in this Indenture or in the Notes to the contrary, to the
extent the Company elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with its
obligations as set forth in Section 4.06(b) shall, for the first 180
days after the occurrence of such an Event of Default, consist exclusively of the right to receive Additional Interest on the
Notes at a rate equal to (i) 0.25% per annum of the aggregate principal amount of the Notes outstanding for each day during
the first 90 days after the occurrence of such Event of Default during which such Event of Default is continuing and (ii) 0.50%
per annum of the aggregate principal amount of the Notes outstanding for each day from the 91st day after the occurrence of such
an Event of Default until the 180th day after the occurrence of such an Event of Default during which such Event of Default is
continuing. Additional Interest payable pursuant to this Section 6.03 shall be in addition to, and not in lieu of, any Additional
Interest payable pursuant to Section 4.06(d) or Section 4.06(e). If the Company so elects, such Additional Interest shall be payable
in the same manner and on the same dates as the stated interest payable on the Notes and will accrue on all outstanding Notes
from, and including, the date on which such Event of Default first occurs to, and including, the 180th day thereafter (or such
earlier date on which such Event of Default is cured or validly waived in accordance with this Indenture). On the 181st day after
such Event of Default (if the Event of Default relating to the Company’s failure to file is not cured or waived prior to
such 181st day), the Notes shall cease to accrue such Additional Interest and be immediately subject to acceleration as provided
in Section 6.02. The provisions of this paragraph will not affect the rights of Holders of any Notes in the event of the occurrence
of any Event of Default other than the Company’s failure to comply with its obligations as set forth in ‎ Section
4.06(b). In the event the Company does not elect to pay Additional Interest following an Event of Default in accordance with this
Section 6.03 or the Company elected to make such payment but does not pay the Additional Interest when due, the Notes shall be
immediately subject to acceleration as provided in Section 6.02.


 






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In order to elect to
pay Additional Interest as the sole remedy during the first 180 days after the occurrence of any Event of Default described in
the immediately preceding paragraph, the Company must notify in writing all Holders of the Notes, the Trustee and the Paying Agent
of such election prior to the beginning of such 180-day period. The notice will, among other things, briefly describe 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. Upon the failure to timely give such notice, the Notes shall be immediately subject
to acceleration as provided in Section 6.02. The Trustee will have no duty to determine whether
any Additional Interest is payable or the amount thereof. The Trustee may provide a copy of such Officer’s Certificate or
other notice received from the Company relating to Additional Interest to any Holder upon request. Unless and until a Responsible
Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no
such Additional Interest is payable.


 


In no event will the rate of any such
Additional Interest payable at the Company’s election for failure to comply with the Company’s reporting
obligations pursuant to this Section 6.03 (including any Additional Interest that may accrue as a result of the
Company’s failure to timely file any document or report that it is required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and
other than reports on Form 8-K), as described under Section 4.06(d)), accrue at a rate in excess of 0.50% per annum of the
aggregate principal amount of the Notes outstanding pursuant to this Indenture, regardless of the number of events or
circumstances giving rise to the requirement to pay such Additional Interest. For the avoidance of doubt, if the Company
elects to pay Additional Interest for failure to comply with its reporting obligations pursuant to this Section 6.03, such
Additional Interest will not accrue at a rate in excess of (x) 0.25% per annum of the principal amount of the Notes
outstanding for each day during the first 90 days after the occurrence of such an Event of Default during which such Event of
Default is continuing and (y) 0.50% per annum of the aggregate principal amount of the Notes outstanding for each day from
the 91st day until the 180th day following the occurrence of such an Event of Default during which such
Event of Default is continuing, regardless of the number of events or circumstances giving rise to the requirement to pay
such Additional Interest pursuant to this Section 6.03 unless Additional Interest is also payable as a result of the
Company’s failure to comply with its obligations under Section 4.06(d) or Section 4.06(e), in which case all Additional
Interest shall be subject to the 0.50% per annum cap described in the immediately preceding sentence.


 






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


 


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


 






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


 


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


 


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


 


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


 


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


 


First, to the payment of all amounts
due the Trustee (in each of its capacities) under this Indenture (including
the reasonable fees of its agents and counsel);


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(e)               no
direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee
by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period
pursuant to Section 6.09, it being understood and intended, and being expressly covenanted by the taker and Holder of every
Note with every other taker and Holder and the Trustee that no one or more Holders shall have any right in any manner
whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any
other Holder (it being understood that the Trustee shall have no liability or responsibility to ascertain whether or not any
such action is prejudicial to the Holders), or to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.06,
each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 






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


 


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


 


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


 


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


 






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Section 6.10.     
Notice of Defaults. The Trustee shall, within the later of 90 days after the occurrence and continuance
of a Default known to the trustee or if it is not known to the trustee as such time, promptly (and in any event within 30 business
days) after which a Responsible Officer of the Trustee has actual knowledge thereof, deliver to all Holders notice of all such
Defaults, unless such Defaults shall have been cured or waived before the giving of such notice; provided that, except
in the case of a Default in the payment of the principal amount of (including the Redemption Price and the Fundamental Change
Repurchase Price, if applicable), or accrued and unpaid interest on, any of the Notes or a Default in the payment or delivery
of the consideration due upon conversion, the Trustee shall be fully-protected in withholding notice if and so long as a Responsible
Officer of the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.


 


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


 






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Article
7

Concerning the Trustee


 


Section 7.01.     
Duties and Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default that may have occurred, undertakes to perform such duties and only such duties
as are specifically set forth in this Indenture. In the event an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its
exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs;
provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any
of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered
to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense that might be incurred
by it in compliance with such request or direction.


 


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


 


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


 


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


 


(ii)             
in the absence of gross negligence and willful misconduct on the part of the Trustee, the Trustee may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished
to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions that
by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine
the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the
accuracy of any mathematical calculations or other facts stated therein);


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


None of the provisions contained in this
Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability
in the performance of any of its duties or in the exercise of any of its rights or powers. The Trustee will be under no obligation
to exercise any of its rights and powers under this Indenture at the request or direction of the Holders unless such Holder has
offered to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense.


 


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


 


(a)              
the Trustee may conclusively rely and shall be fully protected in acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, bond, note, coupon or other paper or document believed by it in good faith to
be genuine and to have been signed or presented by the proper party or parties;


 






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


 


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


 


(d)              
before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or Opinion of Counsel or
both. The Trustee shall not be liable for any action it takes or omits to take in reliance on the Officer’s Certificate or
Opinion of Counsel;


 


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


 


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


 


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


 


(h)              
the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably
believed by it to be authorized or within the discretion or rights of powers conferred upon it by this Indenture;


 


(i)                
the Trustee shall 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 received by the Trustee at
the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture;


 


(j)                
the Trustee shall not be responsible for monitoring the performance of other persons or for the failure of others to perform
their duties;


 


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


 






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(l)                
 the Holders will not direct the Trustee to take action contrary to this Indenture, the Notes, or applicable law, and the
Trustee is not obligated to follow any instruction of the Holders that is contrary to this Indenture, the Notes, or applicable
law;


 


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


 


(n)              
the Trustee shall not be required to give any bond or surety in respect of the execution of the trusts or performance of
its powers and duties hereunder; and


 


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


 


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


 


(q)               The
Trustee shall have no obligation to pursue any action that is not in accordance with law.


 


In no event shall the Trustee be liable
for any special, punitive, 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. The Trustee
shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible
Officer of the Trustee shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or
Event of Default shall have been given to the Trustee by the Company or actually received by a Responsible Officer at the Corporate
Trust Office of the Trustee from the Company, a Paying Agent, any Holder or any agent of any Holder, referencing this Indenture
and stating that it is a “notice of default.”


 


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


 


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


 






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Section 7.05.     
Monies to Be Held in Trust. All monies received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which it was received. Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as may be agreed from time to time by the Company and the Trustee. The Trustee shall not
be obligated to take possession of any shares of Common Stock, whether upon conversion or in connection with any discharge of
this Indenture pursuant to Article 3 hereof, but shall satisfy its obligation as Conversion Agent by working through the stock
transfer agent of the Company from time to time as directed by the Company.


 


Section 7.06.     
Compensation and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee from time
to time, and the Trustee shall be entitled to, such compensation as agreed in writing between the Company and the Trustee for
all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust) as mutually agreed to in writing between the Trustee and the Company, and the Company will pay
or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made
by the Trustee in accordance with any of the provisions of this Indenture in any capacity thereunder (including the reasonable
compensation and the expenses and disbursements of its agents and counsel and of all Persons not regularly in its employ and including
reasonable attorneys’ fees in connection with enforcement of its rights to indemnity herein) except any such expense, disbursement
or advance as shall have been caused by its gross negligence or willful misconduct as finally adjudicated by a court of competent
jurisdiction. The Company also covenants to indemnify the Trustee in any capacity under this Indenture and any other document
or transaction entered into in connection herewith and its agents and any authenticating agent for, and to hold them harmless
against, any loss, claim (whether asserted by the Company, a Holder or any other Person), damage, liability, fee, cost, loss,
tax, claim, action or expense incurred without gross negligence or willful misconduct on the part of the Trustee, its officers,
directors, agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or in connection
with the acceptance or administration of this Indenture or in any other capacity hereunder, including third party claims and claims
involving the Company and including the costs and expenses (including reasonable attorneys’ fees and expenses and court
costs) of defending themselves against any claim of liability in the premises or suit brought to enforce the Trustee’s right
to indemnification. The obligations of the Company under this Section 7.06 to compensate or indemnify the Trustee and to pay or
reimburse the Trustee for expenses, disbursements and advances shall be secured by a senior claim to which the Notes are hereby
made subordinate on all money or property held or collected by the Trustee, except, subject to the effect of Section 6.05, funds
held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s right to receive payment of any
amounts due under this Section 7.06 shall not be subordinate to any other liability or indebtedness of the Company. The obligation
of the Company under this Section 7.06 shall survive the satisfaction and discharge of this Indenture and the earlier resignation
or removal of the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably
withheld. The indemnification provided in this Section 7.06 shall extend to the officers, directors, agents and employees of the
Trustee.


 






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Without prejudice to any other rights available
to the Trustee under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or render services
after an Event of Default specified in Section 6.01(h) or Section 6.01(i)
occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy,
insolvency or similar laws.


 


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


 


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


 


Section 7.09.     
Resignation or Removal of Trustee. (a) The Trustee may at any time resign by giving written notice
of such resignation to the Company and by delivering notice thereof to the Holders. Upon receiving such notice of resignation,
the Company shall promptly appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment within 45 days after the delivery of such notice
of resignation to the Holders, the resigning Trustee may, upon ten Business Days’ notice to the Company and the Holders,
petition any court of competent jurisdiction for the appointment of a successor trustee (at the Company’s expense), or any
Holder who has been a bona fide holder of a Note or Notes for at least six months (or since the date of this Indenture) may, subject
to the provisions of Section 6.11, on behalf of himself or herself and all others similarly situated, petition any such court
for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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Article
8 


Concerning the Holders


 


Section 8.01.     
Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage
of the aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving
of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the
Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of
similar tenor executed by Holders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders voting
in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Article 9, or (c) by a combination
of such instrument or instruments and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits
the taking of any action by the Holders of the Notes, the Company or the Trustee may, but shall not be required to, fix in advance
of such solicitation a date as the record date for determining Holders entitled to take such action. The record date, if one is
selected, shall be not more than 15 days prior to the date of commencement of solicitation of such action.


 


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


 


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


 






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Section 8.04.     
Company-Owned Notes Disregarded. In determining whether the Holders of the requisite aggregate principal
amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture, Notes that are owned by
the Company, by any Subsidiary thereof or by any Affiliate of the Company or any Subsidiary thereof shall be disregarded and deemed
not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, consent, waiver or other action, only Notes that a Responsible
Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned that have been pledged in good faith
may be regarded as outstanding for the purposes of this Section 8.04 if the pledgee shall establish to the satisfaction of the
Trustee the pledgee’s right to so act with respect to such Notes and that the pledgee is not the Company, a Subsidiary thereof
or an Affiliate of the Company or a Subsidiary thereof. In the case of a dispute as to such right, any decision by the Trustee
taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Company shall furnish
to the Trustee promptly an Officer’s Certificate listing and identifying all Notes, if any, known by the Company to be owned
or held by or for the account of any of the above described Persons; and, subject to Section 7.01, the Trustee shall be entitled
to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes
not listed therein are outstanding for the purpose of any such determination.


 


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


 


Article
9

Holders’ Meetings


 


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


 


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


 


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


 






    49


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    50


     


    

 


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


 


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


 


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


 


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


 


Article
10

Supplemental Indentures


 


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


 






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


 


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


 


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


 


(d)              
to secure the Notes;


 


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


 


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


 


(g)              
to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under
this Indenture by more than one trustee;


 


(h)              
to increase the Conversion Rate as provided herein;


 


(i)                
to irrevocably elect a Settlement Method or a Specified Dollar Amount, or eliminate the Company’s right to elect a
Settlement Method; 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 Article 14.


 


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


 


(k)              
to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering
Memorandum, as evidenced by an Officer’s Certificate;


 


(l)                
to comply with the rules of any applicable Depositary, including The Depository Trust Company, so long as such amendment
does not adversely affect the rights of any Holder in any material respects; or


 


(m)            
to provide for the issuance of Additional Notes as permitted by this Indenture.


 


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


 






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


 


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


 


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


 


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


 


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


 


(d)              
other than as expressly required or permitted by this Indenture or applicable law, make any change that adversely affects
the conversion rights of any Notes;


 


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


 


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


 


(g)              
change the ranking of the Notes; or


 


(h)              
[intentionally omitted];


 


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


 


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


 






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


 


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


 


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


 


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


 


Article
11

Consolidation, Merger, Sale, Conveyance and Lease


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


Article
12

Immunity of Incorporators, Stockholders, Officers and Directors


 


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


 


Article
13

[Intentionally Omitted]


 


Article
14

Conversion of Notes


 


Section 14.01. 
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each
Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted
is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described
in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding March 15, 2027 under
the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section
14.01(b), on or after March 15, 2027 and prior to the close of business on the second Scheduled Trading Day immediately preceding
the Maturity Date, in each case, at an initial conversion rate of 17.8269 shares of Common Stock (subject to adjustment as provided
in this Article 14, the “Conversion Rate”)
per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion
Obligation”).


 






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(b)               (i)
Prior to the close of business on the Business Day immediately preceding March 15, 2027, a Holder may surrender all or any
portion of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive
Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of
Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day
of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such
Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation
Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall
provide written notice to the Bid Solicitation Agent (if other than the Company or an Affiliate thereof) of the three
independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price,
along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no
obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested in writing
such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid
Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes)
unless one or more Holders of at least $3,000,000 principal amount of Notes in the aggregate (or such lesser amount as may be
then outstanding) provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes
on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading
Day and the Conversion Rate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if
other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the
Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until
the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported
Sale Price of the Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the
Company does not, when it is required to, instruct the Bid Solicitation Agent in writing to determine the Trading Price per
$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company gives such written
instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination, or (y) the Company
is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the
preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less
than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate in effect on each Trading
Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders,
the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth
above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of
the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify in
writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). Neither the Trustee nor
the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading
Price condition has been met.


 


(ii)             
If the Company elects to:


 


(A)            
issue to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection
with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not
more than 60 calendar days after the announcement date of such issuance, 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 of the Common Stock for the 10 consecutive Trading
Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or


 






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


 


then, in either case, the Company shall notify in writing all
Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain
Distributions Notification”) (x) at least 45 Scheduled Trading Days prior to or (y) if the Company is otherwise then
permitted to elect Physical Settlement, and in the Certain Distributions Notification the Company elects Physical Settlement (and,
for the avoidance of doubt, the Company has not selected another Settlement Method to apply) in respect of all conversions with
Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the
Certain Distributions Conversion Period End Date (as defined below), at least 10 Scheduled Trading Days prior to, in either case,
the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, a Holder may surrender all or any
portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately
preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or
distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”),
in each case, even if the Notes are not otherwise convertible at such time.


 


(iii)            If
a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs, regardless of whether
a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or if the Company is a party
to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets (in each
case, other than solely for the purpose of changing the jurisdiction of organization of the Company solely within the United
States that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a
reclassification, conversion or exchange of outstanding shares of the Common Stock solely into shares of common stock of the
surviving entity and such common stock becomes the sole Reference Property for the Notes) that occurs prior to the close of
business on the Business Day immediately preceding March 15, 2027, in each case, pursuant to which the Common Stock would be
converted into cash, securities or other assets, all or any portion of a Holder’s Notes may be surrendered for
conversion at any time from or after the effective date of such transaction or event until 35 Trading Days after the actual
effective date of such transaction or, if such transaction or event also constitutes a Fundamental Change (other than a
Fundamental Change which constitutes an Exempted Fundamental Change (as defined below)), until the close of business on the
Business Day immediately preceding the related Fundamental Change Repurchase Date. The Company shall notify Holders, the
Trustee and the Conversion Agent (if other than the Trustee) as promptly as practicable following the date the Company
publicly announces such transaction (but in no event later than the actual effective date of such transaction).


 






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(iv)            
Prior to the close of business on the Business Day immediately preceding March 15, 2027, a Holder may surrender all or any
portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on September
30, 2020 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days
(whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of
the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading
Day. The Company shall determine at the beginning of each calendar quarter commencing October 1, 2020 whether the Notes may be
surrendered for conversion in accordance with this clause (iv) and shall notify the Trustee and the Conversion Agent (if other
than the Trustee) if the Notes become convertible in accordance with this clause (iv).


 


(v)              
If the Company calls any or all of the Notes for Optional Redemption prior to the close of business on the Business Day
immediately preceding March 15, 2027 pursuant to Article 16, then a Holder may surrender, subject to the Depositary’s customary
procedures, for conversion all or any portion of its Notes called (or deemed called) pursuant to Section 16.05 below for redemption
at any time prior to the close of business on the Business Day immediately preceding the Redemption Date, even if the Notes are
not otherwise convertible at such time. After that time, the right of such Holders to convert shall expire, unless the Company
defaults in the payment of the Redemption Price, in which case a Holder of Notes called (or deemed called) for redemption may convert
its Notes called (or deemed called) for redemption until the Redemption Price has been paid or duly provided for.


 


Section 14.02. 
Conversion Procedure; Settlement upon Conversion.


 


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


 


(i)                
All conversions for which the relevant Conversion Date occurs on or after March 15, 2027, shall be settled using the same
Settlement Method.


 






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(ii)              Except
for any conversions for which the relevant Conversion Date occurs on or after March 15, 2027, the Company shall use the same
Settlement Method for all conversions with the same Conversion Date, but the Company shall not have any obligation to use the
same Settlement Method with respect to conversions with different Conversion Dates. However, notwithstanding anything to the
contrary in clause (i) above or this clause (ii), if the Company calls any Notes for Optional Redemption, then the Company
will specify in the related Notice of Redemption (and, in the case of an Optional Redemption of less than all Notes then
outstanding, in a notice sent simultaneously to all Holders of Notes not called for Optional Redemption) the Settlement
Method that will apply to all conversions with a Conversion Date that occurs on or after the date the Company sends such
Notice of Redemption and on or before the close of business on the Business Day immediately preceding the related Redemption
Date.


 


(iii)           
If, in respect of any Conversion Date (or the period described in the third immediately succeeding set of parentheses, as
the case may be), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement
Method in respect of such Conversion Date (or such period, as the case may be), the Company shall deliver such Settlement Notice
to converting Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the close of business on
the Trading Day immediately following the relevant Conversion Date (or, in the case of any conversions for which the relevant Conversion
Date occurs (x) after the date of issuance of a Notice of Redemption and prior to the close of business on the Business Day immediately
preceding related Redemption Date, in such Notice of Redemption as described above (and, in the case of an Optional Redemption
of less than all Notes then outstanding, in a notice sent simultaneously to all Holders of Notes not called for Optional Redemption)
or (y) on or after March 15, 2027, no later than the close of business on March 15, 2027). If the Company does not elect a Settlement
Method as described in the immediately preceding sentence prior to the deadline set forth in the immediately preceding sentence,
the Company shall no longer have the right to elect Cash Settlement or Physical Settlement for such conversion or during such period
and the Company shall be deemed to have elected the Default Settlement Method. Such Settlement Notice shall specify the relevant
Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified
Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice electing Combination Settlement
in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in
such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. For the
avoidance of doubt, the Company’s failure to timely elect a Settlement Method or specify the applicable Specified Dollar
Amount will not constitute a Default hereunder. Notwithstanding anything to the contrary in the foregoing, in certain circumstances,
the Company shall be permitted to irrevocably elect Physical Settlement in a Certain Distributions Notification pursuant to Section
14.01(b)(ii)(B) and any such election shall be applicable to conversions with Conversion Dates that occur on or after the date
of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date.


 



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


 


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


 


(B)             
if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company
shall pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal
to the sum of the Daily Conversion Values for each of the 40 consecutive Trading Days during the related Observation Period; and


 


(C)             
if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion
by Combination Settlement, the Company shall pay or deliver, as the case may be, in respect of each $1,000 principal amount of
Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive Trading
Days during the related Observation Period.


 


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


 


(b)               Subject
to Section 14.02(d), before any Holder of a Note shall be
entitled to convert a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the procedures
of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment
Date to which such Holder is not entitled as set forth in Section 14.02(g) and, if required, pay all transfer or similar
taxes, if any, and (ii) in the case of a Physical Note or notes processed outside of DTC (1) complete, manually sign and
deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile
thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the
principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate
or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered,
(2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer
documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents
and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not
entitled as set forth in Section 14.02(g). The Trustee (and if different, the Conversion Agent) shall notify the Company of
any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice of Conversion with respect
to any Notes may be delivered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to
the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance
with Section 15.03.


 






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


 


(c)              
A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion
Date”) that the Holder has complied with the requirements set forth in subsection (b) above. Except as set forth in ‎Section
14.03(b) and Section 14.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion
Obligation on the second Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement,
or on the second Business Day immediately following the last Trading Day of the Observation Period, in the case of any other Settlement
Method; provided however that with respect to conversions for which Physical Settlement applies and the relevant Conversion
Date occurs after the Regular Record Date immediately preceding the Maturity Date, the Company shall deliver and, if applicable,
pay the consideration due in respect of the Conversion Obligation, on the Maturity Date (or, if the Maturity Date is not a Business
Day, the next Business Day). If any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be
issued, and deliver (if applicable) to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, the
full number of shares of Common Stock to which such Holder shall be entitled, in certificate form or in book-entry format through
the Depositary, in satisfaction of the Company’s Conversion Obligation.


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


Section 14.03. 
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental
Changes or Notice of Redemption. (a) If (x) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity
Date or (y) the Company gives a Notice of Redemption with respect to such Notes called (or deemed called) for redemption in accordance
with Article 16 and the Conversion Date occurs during the period from the date the Company gives a Notice of Redemption to the
close of business on the Business Day immediately preceding the Redemption Date, and (b) a Holder elects to convert its Notes
in connection with such Make-Whole Fundamental Change or in connection with such Notice of Redemption, as applicable, the Company
shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a
number of additional shares of Common Stock (the “Additional Shares”), as described below. A conversion of
Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change or Notice of
Redemption if (X) in the case of a Make-Whole Fundamental Change, the relevant Notice of Conversion is received by the Conversion
Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the close of business
on the Business Day immediately preceding the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental
Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof or an Exempted
Fundamental Change, the close of business on the 35th Trading Day immediately following the Effective Date of such Make-Whole
Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”) and (Y) in the case of a Notice
of Redemption and solely with respect to Notes called for redemption thereby (including, for the avoidance of doubt, in the case
of a partial redemption, Notes (or beneficial interests in a Global Note, as applicable) deemed to be called for such partial
redemption in the circumstances described under Section 16.05), the relevant Notice of Conversion is received by the Conversion
Agent from, and including, the date the Company gives a Notice of Redemption to the close of business on the business day immediately
preceding the Redemption Date. For the avoidance of doubt, if the Company issues a Notice of Redemption as set forth under Section
16.02, the Company will increase the Conversion Rate hereunder only with respect to conversions of Notes called (or deemed called)
for redemption, and not for Notes not so called for redemption. Accordingly, if the Company elects to redeem less than all of
the outstanding Notes, Holders of the Notes not called for redemption will not be entitled to convert such notes on account of
such Notice of Redemption and will not be entitled to an increased Conversion Rate for such Notes as described above on account
of the redemption, except to the limited extent set forth under Section 16.05.


 






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(b)              
Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or a Notice of Redemption, the
Company shall, at its option, satisfy the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination
Settlement in accordance with Section 14.02, based on the Conversion Rate as increased to reflect the Additional Shares pursuant
to the table set forth in Section 14(e) below; provided, however, that if, at the effective time of a Make-Whole
Fundamental Change described in clause (b) of the definition of Fundamental Change, the Reference Property following such Make-Whole
Fundamental Change is composed entirely of cash, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental
Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and shall be deemed to
be an amount of cash per $1,000 principal amount of converted Notes equal to the Conversion Rate (including any adjustment for
Additional Shares), multiplied by such Stock Price. In such event, the Conversion Obligation shall be paid to Holders in
cash on the second Business Day following the Conversion Date. The Company shall notify in writing the Holders of Notes, the Trustee
and the Conversion Agent (if other than the Trustee) of the Effective Date of any Make-Whole Fundamental Change and issue a press
release announcing such effective date no later than five Business Days after such Effective Date.


 


(c)              
The number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference
to the table in Section 14(e) below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective or
the date of the relevant Notice of Redemption, as the case may be (in each case, the “Effective Date”) and the
price paid (or deemed to be paid) per share of the Common Stock in the Make-Whole Fundamental Change or with respect to the Optional
Redemption, as the case may be (the “Stock Price”). If the holders of the Common Stock receive in exchange for
their Common Stock only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change,
the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale
Prices of the Common Stock over the five consecutive Trading Day period ending on, and including, the Trading Day immediately preceding
the Effective Date of the Make-Whole Fundamental Change or the Notice of Redemption, as the case may be. The Company shall make
appropriate adjustments to the Stock Price, in its good faith determination, to account for any adjustment to the Conversion Rate
that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date
(as such term is used in Section 14.04) or expiration date of the event occurs during such five consecutive Trading Day period.
In the event that a conversion in connection with a Notice of Redemption would also be deemed to be in connection with a Make-Whole
Fundamental Change, a Holder of the Notes to be converted shall be entitled to a single increase to the Conversion Rate with respect
to the first to occur of (i) the applicable date of the Notice of Redemption or (ii) the Effective Date of the applicable Make-Whole
Fundamental Change, and the later event will be deemed not to have occurred for purposes of this section for purposes of such Converted
Notes.


 






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(d)              
 The Stock Prices set forth in the column headings of the table in Section 14.03(e) below shall be adjusted as of any date
on which the Conversion Rate of the Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable
immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately
prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted.
The number of Additional Shares set forth in the table below shall be adjusted in the same manner and at the same time as the Conversion
Rate as set forth in Section 14.04.


 


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


 


	 	 	Stock
    Price	 
	Effective
    Date	 	$	43.15	 	 	$	47.50	 	 	$	52.50	 	 	$	56.10	 	 	$	60.00	 	 	$	72.92	 	 	$	80.00	 	 	$	100.00	 	 	$	125.00	 	 	$	150.00	 	 	$	200.00	 	 	$	250.00	 	 	$	300.00	 
	June
    11, 2020	 	 	5.3480	 	 	 	4.7421	 	 	 	3.9905	 	 	 	3.5531	 	 	 	3.1542	 	 	 	2.2126	 	 	 	1.8598	 	 	 	1.2022	 	 	 	0.7493	 	 	 	0.4867	 	 	 	0.2072	 	 	 	0.0696	 	 	 	0.0000	 
	June
    15, 2021	 	 	5.3480	 	 	 	4.7095	 	 	 	3.9299	 	 	 	3.4793	 	 	 	3.0707	 	 	 	2.1183	 	 	 	1.7670	 	 	 	1.1233	 	 	 	0.6909	 	 	 	0.4453	 	 	 	0.1888	 	 	 	0.0646	 	 	 	0.0000	 
	June
    15, 2022	 	 	5.3480	 	 	 	4.6425	 	 	 	3.8307	 	 	 	3.3654	 	 	 	2.9468	 	 	 	1.9868	 	 	 	1.6399	 	 	 	1.0188	 	 	 	0.6154	 	 	 	0.3925	 	 	 	0.1649	 	 	 	0.0563	 	 	 	0.0000	 
	June
    15, 2023	 	 	5.3480	 	 	 	4.5413	 	 	 	3.6884	 	 	 	3.2053	 	 	 	2.7752	 	 	 	1.8101	 	 	 	1.4714	 	 	 	0.8847	 	 	 	0.5215	 	 	 	0.3285	 	 	 	0.1367	 	 	 	0.0466	 	 	 	0.0000	 
	June
    15, 2024	 	 	5.3480	 	 	 	4.3937	 	 	 	3.4853	 	 	 	2.9790	 	 	 	2.5345	 	 	 	1.5698	 	 	 	1.2464	 	 	 	0.7138	 	 	 	0.4078	 	 	 	0.2539	 	 	 	0.1056	 	 	 	0.0362	 	 	 	0.0000	 
	June
    15, 2025	 	 	5.3480	 	 	 	4.1625	 	 	 	3.1718	 	 	 	2.6332	 	 	 	2.1722	 	 	 	1.2268	 	 	 	0.9349	 	 	 	0.4961	 	 	 	0.2741	 	 	 	0.1706	 	 	 	0.0726	 	 	 	0.0254	 	 	 	0.0000	 
	June
    15, 2026	 	 	5.3480	 	 	 	3.7592	 	 	 	2.6080	 	 	 	2.0162	 	 	 	1.5403	 	 	 	0.7021	 	 	 	0.4939	 	 	 	0.2371	 	 	 	0.1318	 	 	 	0.0853	 	 	 	0.0387	 	 	 	0.0142	 	 	 	0.0000	 
	June
    15, 2027	 	 	5.3480	 	 	 	3.2257	 	 	 	1.2208	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 



 


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


 


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


 


(ii)            
if the Stock Price is greater than $30.00 per share (subject to adjustment in the same manner as the Stock Prices set forth
in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion
Rate; and


 


(iii)           
if the Stock Price is less than $43.15 per share (subject to adjustment in the same manner as the Stock Prices set forth
in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion
Rate.


 


Notwithstanding the foregoing, in no event
shall the Conversion Rate per $1,000 principal amount of Notes exceed 23.1749 shares of Common Stock, subject to adjustment in
the same manner as the Conversion Rate pursuant to Section 14.04.


 


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


 






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


 


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


 





where,


 


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


 


CR1      =      the Conversion Rate
in effect immediately after the open of business on such Ex-Dividend Date or Effective Date;


 


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


 


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


 


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


 


(b)               If
the Company issues to all or substantially all holders of the Common Stock any rights, options or warrants (other than in
connection with a stockholder rights plan) entitling them, for a period of not more than 60 calendar days after the
announcement date of such issuance, 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 of the Common Stock for the 10 consecutive Trading Day period ending on,
and including, the Trading Day immediately preceding the date of announcement of such issuance, the Conversion Rate shall be
increased based on the following formula:


 






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where,


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(c)              
 If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the
Company or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of
the Common Stock, excluding (i) dividends, distributions or issuances as to which an adjustment was effected (or would be effected
without regard to the Deferral Exception (as defined below)) pursuant to Section 14.04(a) or Section 14.04(b), (ii) dividends or
distributions paid exclusively in cash described in Section 14.04(d), (iii) Article 2 distributions of Reference Property in a
transaction described in Section 14.07(a), (iv) Article 3 Spin-Offs as to which the provisions set forth below in this Section
14.04(c) shall apply and (v) except as otherwise described below, rights issued pursuant to any stockholder rights plan of the
Company then in effect (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options
or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Conversion Rate
shall be increased based on the following formula:


 





where,


 


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


 


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


 


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


 


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


 


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


 






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


 





where,


 


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


 


CR1      =      the Conversion Rate
in effect immediately after the end of the Valuation Period;


 


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


 


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


 


For purposes of the foregoing, “FMV0”
will be determined by reference to (i) the actual trading market for the Capital Stock or similar equity interests to be distributed
in the Spin-Off or (ii) for any Trading Day in the Valuation Period, as of which such Capital Stock or similar equity interest
has not commenced trading in the actual trading market for such security, the when-issued trading market for such security, as
applicable.


 


The increase to the Conversion Rate
under the preceding paragraph shall occur at the close of business on the last Trading Day of the Valuation Period; provided
that (x) in respect of any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date
occurs during the Valuation Period, references in the portion of this Section 14.04(c) related to Spin-Offs to 10 Trading
Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date of
such Spin-Off and the Conversion Date in determining the Conversion Rate and (y) in respect of any conversion of Notes for
which Cash Settlement or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation
Period for such conversion and within the Valuation Period, references in the portion of this Section 14.04(c) related to
Spin-Offs to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed between
the Ex-Dividend Date of such Spin-Off and such Trading Day in determining the Conversion Rate as of such Trading Day.


 






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If any dividend or distribution that constitutes
a Spin-Off is declared, but not so made, the Conversion Rate shall be immediately decreased, effective as of the date that the
Company’s board of directors or a duly authorized committee thereof determines not to make such dividend or distribution,
to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.


 


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


 


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


 






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


 


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


 


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


 


(d)              
If any cash dividend or distribution is made to all or substantially all holders of the Common Stock, the Conversion Rate
shall be adjusted based on the following formula:


 





where,


 


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


 


CR1      =      the Conversion Rate
in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;


 


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


 


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


 


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


 






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


 





where,


 


CR0      =      the Conversion Rate
in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading
Day next succeeding the date such tender or exchange offer expires;


 


CR1      =      the Conversion Rate
in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day
next succeeding the date such tender or exchange offer expires;


 


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


 


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


 


OS1      =      the number of shares
of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase
of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and


 


SP1      =       the average of the
Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading
Day next succeeding the date such tender or exchange offer expires.


 


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


 






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In the event that the Company or one of
its Subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer described
in this clause (e), but the Company is, or such Subsidiary is, permanently prevented by applicable law from consummating any such
purchases, or all such purchases are rescinded, then the Conversion Rate shall be readjusted to be the Conversion Rate that would
then be in effect if such tender offer or exchange offer had not been made or had been made only in respect of the purchases that
have been consummated.


 


(f)               
Notwithstanding this Section 14.04 or any other provision of this Indenture or the Notes, if a Conversion Rate adjustment
becomes effective on any Ex-Dividend Date, and a Holder that has converted its Notes on or after such Ex-Dividend Date and on or
prior to the related Record Date would be treated as the record holder of shares of Common Stock as of the related Conversion Date
as described under Section 14.02(h) based on an adjusted Conversion Rate for such Ex-Dividend Date, then, notwithstanding the Conversion
Rate adjustment provisions in this Section 14.04, the Conversion Rate adjustment relating to such Ex-Dividend Date shall not be
made for such converting Holder. Instead, such Holder shall be treated as if such Holder were the record owner of shares of the
Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.


 


(g)              
[Intentionally Omitted].


 


(h)              
Except as stated herein, the Company shall not adjust the Conversion Rate for the issuance of shares of Common Stock or
any securities convertible into or exchangeable for Common Stock or the right to purchase shares of Common Stock or such convertible
or exchangeable securities, nor will the Company adjust the Conversion Rate to account for any accrued and unpaid interest.


 


(i)                 In
addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this Section 14.04, and to the extent
permitted by applicable law and subject to the applicable rules of the New York Stock Exchange (or any other securities
exchange where the Common Stock is listed in accordance with the provisions hereunder), (A) the Company is permitted to
increase the Conversion Rate by any amount for a period of at least 20 Business Days if the board of directors of the Company
or a committee thereof determines that such increase would be in the Company’s best interest and (B) the Company is
also permitted to (but is not required to) increase the Conversion Rate to avoid or diminish income tax to holders of Common
Stock or rights to purchase shares of Common Stock in connection with a dividend or distribution of shares of Common Stock
(or rights to acquire shares of Common Stock) or similar event. Whenever the Conversion Rate is increased pursuant to the
preceding sentence, the Company shall deliver to the Holder of each Note a notice of the increase at least 15 days prior to
the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period
during which it will be in effect.


 






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(j)                
Without limiting the foregoing, the Conversion Rate shall not be required to be adjusted:


 


(i)             
[Intentionally Omitted].


 


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


 


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


 


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


 


(v)            
upon the repurchase of any shares of Common Stock pursuant to an open-market share repurchase program or other buy-back
transaction that is not a tender offer or exchange offer of the nature described by clause (e) of this Section 14.04;


 


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


 


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


 


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


 


(l)                
If an adjustment to the Conversion Rate otherwise required by this Section 14.04 would result in a change of less than one
percent (1%) to the Conversion Rate, then, notwithstanding anything to the contrary in this Section 14.04, 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 an aggregate change of at least one percent (1%) to the
Conversion Rate; (ii) the Conversion Date of, or any Trading Day of an Observation Period for, any Note; (iii) the effective date
of a Fundamental Change or a Make-Whole Fundamental Change; (iv) any date the Company calls any Notes for Redemption; and (v) March
15, 2027. The provisions described in this Section 14.04(l) are referred to as the “Deferral Exception”.


 






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


 


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


 


Section 14.05. 
Adjustments of Prices. Whenever any provision of this Indenture requires the Company to calculate the
Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple
days (including an Observation Period and the period, if any, for determining the Stock Price for purposes of a Make-Whole Fundamental
Change or Optional Redemption), the Company shall make appropriate adjustments to each to account for any adjustment to the Conversion
Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective
Date or expiration date, as the case may be, of the event occurs, at any time during the period when the Last Reported Sale Prices,
the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts are to be calculated.


 


For the avoidance of doubt, the adjustments
made pursuant to this Section 14.05 shall be made solely to the extent that the Company determines in its good faith judgment that
any such adjustment is appropriate, without duplication of any adjustment made pursuant to Section 14.04.


 


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


 


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


 


(a)              
In the case of:


 


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


  



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


 


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


 


(iv)            
any statutory share exchange,


 


in each case, as a result of which the Common
Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination
thereof) (any such event, a “Merger Event”), then, at and after the effective time of such Merger Event, the
right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes
into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof)
that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event would have
owned or been entitled to receive (the “Reference Property,” with each “unit of Reference Property”
meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such
Merger Event and, prior to or at the effective time of such Merger Event, the Company or the successor or purchasing Person, as
the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) providing for such change
in the right to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective
time of the Merger Event (A) the Company shall continue to have the right to determine the form of consideration to be paid or
delivered, as the case may be, upon conversion of Notes in accordance with Section 14.02 and (B) (I) any amount payable in cash
upon conversion of the Notes in accordance with Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock
that the Company would have been required to deliver upon conversion of the Notes in accordance with Section 14.02 shall instead
be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have been
entitled to receive in such Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference
Property.


 


If the Merger Event causes the Common Stock
to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part
upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed
to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock, and (ii)
the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to
in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Merger Event,
then for all conversions for which the relevant Conversion Date occurs after the effective date of such Merger Event (A) the consideration
due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in
effect on the Conversion Date (as may be increased by any Additional Shares pursuant to Section 14.03), multiplied by the
price paid per share of Common Stock in such Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying
cash to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify
Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after
such determination is made.


 






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Such supplemental indenture described in
the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent
as is possible to the adjustments provided for in this Article 14. If, in the case of any Merger Event, the Reference Property
includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other
than the Company or the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture
shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders
of the Notes as the Company shall reasonably consider necessary by reason of the foregoing, including the provisions providing
for the purchase rights set forth in Article 15.


 


(b)              
When the Company executes a supplemental indenture pursuant to subsection (a) of this Section 14.07, the Company shall promptly
file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities
or property or asset that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with
respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders.
The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after
execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(b)              
Merger Event; or


 


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


 






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


 


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


 


Section 14.12. 
Exchange in Lieu of Conversion.


 


(a)              
When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”),
direct the Conversion Agent to deliver no later than the second Trading Day immediately following the Conversion Date, such Notes
to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”)
for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s)
must agree to timely pay or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination
thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and
the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election,
the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee,
the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the
Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery
of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be.


 


(b)               Any
Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of
the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but do(es) not timely
pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s)
do(es) not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion
Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange
Election.


 






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


 


Article
15

Repurchase of Notes at Option of Holders


 


Section 15.01. 
[Intentionally Omitted].


 


Section 15.02. 
Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any
time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase
for cash all of such Holder’s Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral
multiple of $1,000, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is
not less than 20 calendar days or more than 35 calendar days following the date of the Fundamental Change Company Notice at a
repurchase price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if
any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”),
unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to
which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest
to Holders of record as of the close of business on such Regular Record Date, and the Fundamental Change Repurchase Price shall
be equal to 100% of the aggregate principal amount of Notes to be repurchased pursuant to this Article 15. The Fundamental Change
Repurchase Date shall be subject to postponement, without penalty to the Company, in order to allow the Company to comply with
applicable law as a result of any changes to such applicable law occurring after the date hereof.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)              
On or before the 10th calendar day after the occurrence of the effective date of a Fundamental Change, the Company shall
provide to all Holders of Notes and the Trustee, the Conversion Agent (in the case of a Conversion Agent other than the Trustee)
and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company
Notice”) of the occurrence of the effective date of the Fundamental Change and of the repurchase right at the option
of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the
case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each Fundamental
Change Company Notice shall specify:


 


(i)              
the events causing the Fundamental Change;


 


(ii)             
the Effective Date of the Fundamental Change;


 


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


 


(iv)            
the Fundamental Change Repurchase Price;


 


(v)              
the Fundamental Change Repurchase Date;


 


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


 






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


 


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


 


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


 


provided, however, that, if the Notes
are Global Notes, the Holders (and holders of a beneficial interest in such Global Notes) must comply with the applicable procedures
of the Depositary.


 


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


 


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


 


(d)              
Notwithstanding anything to the contrary herein, the Company shall not be required to purchase, or to make an offer to purchase,
the Notes upon a Fundamental Change if a third party makes such an offer in the same manner, at the same time and otherwise in
compliance with the requirements for an offer made by the Company as set forth above (including, without limitation, the requirement
to comply with applicable securities laws), and such third party purchases all Notes properly surrendered and not validly withdrawn
under its offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the
Company as set forth above (including the requirement to pay the Fundamental Change Repurchase Price on the later of the Fundamental
Change Repurchase Date and the time of book-entry transfer or delivery of the relevant Notes); provided that the Company
will continue to be obligated to (x) deliver the applicable Fundamental Change Company Notice to the Holders (which Fundamental
Change Company Notice will state that such third party will make such an offer to purchase the Notes) and to simultaneously with
such Fundamental Change Company Notice publish a notice containing such information on the Company’s website or through such
other public medium as the Company may use at that time, (y) comply with applicable securities laws as set forth herein in connection
with any such purchase and (z) pay the applicable Fundamental Change Repurchase Price on the later of the applicable Fundamental
Change Repurchase Date and the time of book-entry transfer or delivery of the relevant Notes in the event such third party fails
to make such payment in such amount at such time.


 


(e)               Notwithstanding
anything to the contrary in this Article 15, the Company shall not be required to send a Fundamental Change Repurchase
Notice, or offer to repurchase or repurchase Notes in connection with a Fundamental Change occurring pursuant to clause
(b)(A) or (b)(B) (or pursuant to clause (a) that also constitutes a Fundamental Change occurring pursuant to clause (b)(A) or
(b)(B)) of the definition thereof, if:


 






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(i)                
such Fundamental Change constitutes a Merger Event pursuant to Section 14.07, whose Reference Property consists entirely
of cash in U.S. dollars;


 


(ii)             
immediately after such Fundamental Change, the Notes become convertible (pursuant to the provisions described in Section
14.07 and, if applicable, Section 14.03) into consideration that consists solely of U.S. dollars in an amount per $1,000 principal
amount of Notes that equals or exceeds the Fundamental Change Repurchase Price per $1,000 principal amount of the Notes (calculated
assuming that the same includes the maximum amount of accrued but unpaid interest payable as part of the Fundamental Change Repurchase
Price for such Fundamental Change); and


 


(iii)           
the Company timely sends notice of such Fundamental Change pursuant to Section 15.02(c).


 


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


 


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


 


(i)                
the principal amount of the Notes with respect to which such notice of withdrawal is being submitted (which must be an integral
multiple of $1,000),


 


(ii)             
if Physical Notes have been issued, the certificate number of the Note in respect of which such notice of withdrawal is
being submitted (which must be an integral multiple of $1,000), and


 


(iii)            the
principal amount, if any, of such Note that remains subject to the original Fundamental Change Repurchase Notice, which
portion must be in principal amounts of $1,000 or an integral multiple of $1,000; provided, however, that if
the Notes are Global Notes, the notice must comply with appropriate procedures of the Depositary.


 






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


 


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


 


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


 


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


 


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


 


(b)              
file a Schedule TO or any other required schedule under the Exchange Act; and


 


(c)               otherwise
comply with all federal and state securities laws in connection with any offer by the Company to repurchase the Notes; in
each case, so as to permit the rights and obligations under this Article 15 to be exercised in the time and in the manner
specified in this Article 15.


 






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Article
16

Optional Redemption


 


Section 16.01. 
Optional Redemption. No sinking fund is provided for the Notes. The Notes shall not be redeemable by
the Company prior to June 20, 2024. On or after June 20, 2024, the Company has the right, at its election (an “Optional
Redemption”), to redeem all, or any portion (subject to the Partial Redemption Limitation, as defined below) having
a principal amount equal to an integral multiple of $1,000, of the Notes, on a Redemption Date on or after June 20, 2024 and prior
to the 45th Scheduled Trading Day immediately preceding the Maturity Date if the Last Reported Sale Price of the Common
Stock has been at least 130% of the Conversion Price then in effect on (i) each of at least 20 Trading Days (whether or not consecutive)
during the 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date on which
the Company provides the Notice of Redemption in accordance with Section 16.02 and (ii) the Trading Day immediately preceding
the date the Company sends the Notice of Redemption.


 


Section 16.02. 
Notice of Optional Redemption; Selection of Notes. (a) In case the Company exercises its Optional Redemption
right to redeem all or, as the case may be, any part of the Notes pursuant to Section 16.01, it shall fix a date for redemption
(each, a “Redemption Date”) and it shall deliver or cause to be delivered a written notice of such Optional
Redemption (a “Notice of Redemption”) not less than 45 nor more than 70 Scheduled Trading Days prior to the
Redemption Date to the Trustee, the Paying Agent (if other than the Trustee) and each Holder of Notes. The Redemption Date must
be a Business Day. The Company shall not specify a Redemption Date that falls on or after the 45th Scheduled Trading Day immediately
preceding the Maturity Date. Each Notice of Redemption shall identify the provision of this Indenture permitting Optional Redemption
and shall specify:


 


(i)              
the Redemption Date;


 


(ii)             
the Redemption Price;


 


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


 


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


 


(v)              
that Holders of Notes subject (or deemed subject) to Optional Redemption may surrender Notes for conversion at any time
prior to the close of business on the Business Day immediately preceding the Redemption Date (unless the Company fails to pay the
Redemption Price, in which case a Holder of such Notes may convert such Notes until the close of business on the Business Day immediately
preceding the date on which the Redemption Price has been paid or duly provided for);


 






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


 


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


 


(viii)       
the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes subject to Optional Redemption and that no representation
is made as to the correctness or accuracy of the CUSIP or ISIN number listed in such notice or printed on the Notes; and


 


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


 


A Notice of Redemption shall be irrevocable.
At the Company’s prior written request, the Trustee shall give the Notice of Redemption in the Company’s name and at
its expense; provided, however, that the Company shall have delivered to the Trustee not later than the close of
business five Business Days prior to the date the Notice of Redemption is to be sent (unless a shorter period shall be satisfactory
to the Trustee), an Officer’s Certificate and a Company Order requesting that the Trustee give such Notice of Redemption
together with the Notice of Redemption to be given setting forth the information to be stated therein as provided in the preceding
paragraph. The Notice of Redemption, if given in the manner herein provided, shall be conclusively presumed to have been duly given,
whether or not the Holder receives such notice. In any case, failure to give such Notice of Redemption or any defect in the Notice
of Redemption to the Holder of any Note designated for Optional Redemption as a whole or in part shall not affect the validity
of the proceedings for the Optional Redemption of any other Note.


 


(b)              
If the Company elects to redeem fewer than all of the outstanding Notes, Holders of the Notes not called (or deemed called)
for redemption will not be entitled to convert such Notes on account of such Notice of Redemption and will not be entitled to an
increased Conversion Rate for such Notes as described above in Section 14.03 on account of the redemption, except to the limited
extent set forth under Section 16.05.


 


(c)              
If the Company elects to redeem fewer than all of the outstanding Notes, at least $125.0 million aggregate principal amount
of Notes must be outstanding and not subject to redemption as of the relevant Redemption Notice Date (such aggregate principal
amount of notes, the “Partial Redemption Limitation”).


 


(d)               If
the Company elects to redeem fewer than all of the outstanding Notes, the Notes to be redeemed will be selected according to
the Depositary’s applicable procedures, in the case of Notes represented by a Global Note, or, in the case of Physical
Notes, the Trustee shall select, pro rata or by lot in such manner as it shall deem appropriate and fair. If the Trustee
selects a portion of a Holder’s Notes for redemption and such Holder converts a portion of such Notes, the converted
portion will be deemed to be from the portion selected for redemption. In the event of any redemption in part, the Company
will not be required to register the transfer of or exchange any Note so selected for redemption, in whole or in part, except
the unredeemed portion of any such Note being redeemed in part.


 






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


 


(b)              
Prior to 11:00 a.m., New York City time, on the Redemption Date, the Company shall deposit with the Paying Agent or, if
the Company or a Subsidiary of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section
7.05 an amount of cash (in immediately available funds if deposited on the Redemption Date), sufficient to pay the Redemption Price
of all of the Notes to be redeemed on such Redemption Date. Subject to receipt of funds by the Paying Agent, payment for the Notes
to be redeemed shall be made on the Redemption Date for such Notes. The Paying Agent shall, promptly after such payment and upon
written demand by the Company, return to the Company any funds in excess of the Redemption Price.


 


(c)              
If the Paying Agent holds money sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date,
then, with respect to the Notes to be redeemed on such Redemption Date (which, for the avoidance of doubt, shall not include Notes
converted by Holders thereof after delivery of the Notice of Redemption and prior to the Business Day immediately preceding Redemption
Date), such Notes will cease to be outstanding and interest will cease to accrue (whether or not book-entry transfer of the Notes
is made or whether or not the Notes are delivered to the Paying Agent), and all other rights with respect to such Notes of the
Holder thereof will terminate (other than the right to receive the Redemption Price).


 


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


 


Section 16.05. 
Special Provisions for Partial Calls. If the Company elects to redeem less than all of the outstanding
notes pursuant to this Article 16, 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 42nd Scheduled Trading Day immediately before the relevant Redemption
Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional 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, unless the Company defaults in the payment
of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial
interest, as applicable, until the Redemption Price has been paid or duly provided for, and each such conversion will be deemed
to be of a Note called for Optional Redemption for purposes of Section 14.03 and Article 16.


 






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Article
17


Miscellaneous
Provisions


 


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


 


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


 


Section 17.03. 
Addresses for Notices, Etc. Any notice or demand that by any provision of this Indenture is required
or permitted to be given or served by the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given
or made, for all purposes if given or served by being deposited postage prepaid by registered or certified mail in a post office
letter box addressed (until another address is filed by the Company with the Trustee) to Glaukos Corporation, 229 Avenida Fabricante,
San Clemente, CA 92672, Attention: General Counsel. Any notice, direction, request hereunder to the Trustee shall be deemed to
have been sufficiently given or made, for all purposes, if given or served by being deposited postage prepaid by registered or
certified mail in a post office letter box addressed to the Corporate Trust Office or sent electronically in PDF format.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


Section 17.05. 
Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon
any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the
Trustee shall be entitled to receive (a) an Officer’s Certificate stating that, in the opinion of the signers, all conditions
precedent (including any covenants, compliance with which constitutes a condition precedent), if any, provided for in the Indenture
relating to the proposed action have been complied with and that such action is permitted by the terms of this Indenture; and
(b) an Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such
conditions precedent (including any covenants, compliance with which constitutes a condition precedent) have been complied with
and that such action is permitted by the terms of this Indenture. With respect to matters of fact, an Opinion of Counsel may rely
on an Officer’s Certificate or certificates of public officials.


 


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


  



    90


     


    





 


Section 17.06. 
Legal Holidays. In any case where any Interest Payment Date, Fundamental Change Repurchase Date, Maturity Date or Redemption
Date is not a Business Day (which, solely for the purposes of any payment required to be made on any such Interest Payment Date,
Fundamental Change Repurchase Date, Conversion Date or Maturity Date and solely for purposes of this Section, shall also not include
days in which the office where the place of payment in the continental United States is authorized or required by law to close),
then any action to be taken on such date need not be taken on such date, but may be taken on the next succeeding Business Day
with the same force and effect as if made on such scheduled Interest Payment Date, Maturity Date, Redemption Date or Fundamental
Change Repurchase Date, and no interest shall accrue in respect of the delay.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


	 	,
	as Authenticating Agent, certifies that this is one of the Notes described
 in the within-named Indenture.




 


	By:	           	 
	Authorized Officer




 


Section 17.11. 
Execution in Counterparts. This Indenture shall be valid, binding, and enforceable against a party when
executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a
faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures
in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic
signatures law, including any relevant provisions of the Uniform Commercial Code as in effect in the State of New York (collectively,
 “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature,
or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an
original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect
to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty
to investigate, confirm or otherwise verify the validity or authenticity thereof. This Indenture may be executed in any number
of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the
same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings
when required under any Signature Law due to the character or intended character of the writings.


 






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


 


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


 


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


 


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


 


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


 


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


 


	 	GLAUKOS CORPORATION
	 	 
	 	By:	/s/ Joseph E. Gilliam
	 	 	Name:	Joseph E. Gilliam
	 	 	Title:	Chief Financial Officer and

 Senior Vice President, 

Corporate Development
	 	 


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Trustee
	 	 
	 	By:	/s/ Maddy Hughes
	 	 	Name:	Maddy Hughes
	 	 	Title:	Vice President


 


[Signature Page to Indenture]


 






     


     


    

 





Exhibit
A


 


[FORM
OF FACE OF NOTE]


 


[INCLUDE
FOLLOWING LEGEND IF A GLOBAL NOTE]


 


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


 


[NO AFFILIATE (AS DEFINED
IN RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OF GLAUKOS CORPORATION (THE “COMPANY”)
OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING THE IMMEDIATELY PRECEDING
THREE MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR HOLD THIS SECURITY OR A BENEFICIAL INTEREST HEREIN.]


 


[INCLUDE FOLLOWING
LEGEND IF A RESTRICTED SECURITY]


 


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


 


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


 






    A-1 


     


    

 


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


 





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


 


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


 


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


 


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


 


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


 





 



1
This legend (other than the first paragraph hereof) shall be deemed removed from the face of this Security without further
action of the Company, the Trustee, or the Holders at such time as the Company instructs the Trustee to remove such legend pursuant
to Section 2.05(c) of the Indenture.


 









    A-2 


     


    

 


Glaukos
Corporation



2.75% Convertible Senior Note due 2027


 


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




 


CUSIP No. [________]3


 


Glaukos Corporation,
a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company,” which
term includes any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received
hereby promises to pay to [CEDE & CO.]4
[_______]5, or registered assigns,
the principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]6
[of $[_______]]7, which
amount, taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture,
exceed $287,500,000 in aggregate at any time[, in accordance with the rules and procedures of the Depositary,]8 on June 15, 2027, and interest thereon as set forth below.


 


This Note shall bear
interest at the rate of 2.75% per year from June 11, 2020, or from the most recent date to which interest had been paid or provided
for to, but excluding, the next scheduled Interest Payment Date until June 15, 2027. Interest is payable semi-annually in arrears
on each June 15 and December 15, commencing on December 15, 2020, to Holders of record at the close of business on the preceding
June 1 and December 1 (whether or not such day is a Business Day), respectively. Additional Interest will be payable as set forth
in Section 4.06(d), Section 4.06(e) and Section 6.03 of the within-mentioned Indenture, and any reference to interest on, or in
respect of, any Note therein shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or
would be payable pursuant to any of such Section 4.06(d), Section 4.06(e) or Section 6.03, and any express mention of the payment
of Additional Interest in any provision therein shall not be construed as excluding Additional Interest in those provisions thereof
where such express mention is not made.


 


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


 





 



2 Include if a global note.


 


3 At such time as the Company
notifies the Trustee to remove the legend (other than the first paragraph thereof) pursuant to Section 2.05(c) of the Indenture,
the CUSIP number for this Security shall be deemed to be CUSIP No. [________]. Additional Notes issued pursuant to Section 2.10
of the Indenture may have different CUSIP numbers.


 


4 Include if a global note.


 


5 Include if a physical note.


 


6 Include if a global note.


 


7 Include if a physical note.


 


8 Include if a global note.


 






    A-3 


     


    

 


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


 


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


 


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


 


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


 


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


 


[Remainder of page intentionally left
blank]


 









    A-4 


     


    

 


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


 


	 	GLAUKOS CORPORATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 


Dated:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION



WELLS FARGO BANK, NATIONAL ASSOCIATION

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

in the within-named Indenture.


 


	By:	              	 
	 	Authorized Signatory




 









    A-5 


     


    

 


 



  


[FORM
OF REVERSE OF NOTE]


 


Glaukos
Corporation

2.75% Convertible Senior Note due 2027


 


This Note is one of a duly authorized issue
of Notes of the Company, designated as its 2.75% Convertible Senior Notes due 2027 (the “Notes”), limited to
the aggregate principal amount of $287,500,000 all issued or to be issued under and pursuant to an Indenture dated as of June 11,
2020 (the “Indenture”), between the Company and Wells Fargo Bank, National Association (the “Trustee”),
to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations
of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes
may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized
terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture.


 


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


 


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


 


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


 


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


 






    A-6


     


    

 


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


 


The Notes are not subject to redemption
prior to June 20, 2024. The Notes shall be redeemable at the Company’s option in certain circumstances on or after June 20,
2024 in accordance with the terms and subject to the conditions specified in the Indenture. No sinking fund is provided for the
Notes.


 


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


 


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


 






    A-7


     


    

 


ABBREVIATIONS


 


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


 


TEN COM = as tenants in common


 


UNIF GIFT MIN ACT = Uniform Gifts to Minors Act


 


CUST = Custodian


 


TEN ENT = as tenants by the entireties


 


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


 


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


  



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Schedule
A9


 


SCHEDULE OF EXCHANGES OF NOTES



Glaukos Corporation

2.75% Convertible Senior Notes due 2027


 


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


 


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




  





 



9 Include if a global note.


 






    A-9


     


    

 


ATTACHMENT 1


 


[FORM
OF NOTICE OF CONVERSION]


 


	To: 	Wells Fargo Bank, National Association
	 	600 South Fourth Street, 6th Floor
	 	MAC: N9300-060
	 	Minneapolis, MN 55415

                                                       Attention: Corporate Trust Services – Glaukos Administrator





 


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


 


	Dated:		 	 
	 	 	 
	Signature(s)	 	 
	 	 	 
	 	 	 




Signature Guarantee


 


Signature(s) must be guaranteed

by an eligible Guarantor Institution

(banks, stock brokers, savings and

loan associations and credit unions)

with membership in an approved

signature guarantee medallion program

pursuant to Securities and Exchange

Commission Rule 17Ad-15 if shares

of Common Stock are to be issued, or

Notes are to be delivered, other than

to and in the name of the registered holder.


 






    A-10


     


    

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

                                                         Please print name and address
	 




  


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




  



    A-11


     


    




  


ATTACHMENT 2


 


[FORM
OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


To:      Wells Fargo Bank, National Association


600 South Fourth Street, 7th
Floor


MAC: N9300-070


Minneapolis, MN 55415


Attention: BONDHOLDERCOMMUNICATIONS@WELLSFARGO.COM


 


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


 


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


 


	Dated:		 




 


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




 



    A-12


     


    




 


ATTACHMENT 3


 


[FORM
OF ASSIGNMENT AND TRANSFER]


 


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


 


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


 


□To Glaukos Corporation or a subsidiary thereof; or


 


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


 


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


 


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


 


	Dated:	 	 
	 	 
	 	 
	Signature(s)	 
	 	 
	Signature Guarantee	 




  


Signature(s) must be guaranteed by an

eligible Guarantor Institution (banks, stock

brokers, savings and loan associations and

credit unions) with membership in an approved

signature guarantee medallion program pursuant

to Securities and Exchange Commission

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

than to and in the name of the registered holder.


 


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


 



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Exhibit
B  


 


[COMPANY LETTERHEAD]


 


2.75% Convertible Senior Notes due
2027


 


Free Transferability Certificate


 


[__], 20[__]


  


To:      Wells Fargo Bank, National Association


600 South Fourth Street, 6th
Floor


MAC: N9300-060


Minneapolis, MN 55415


Attention: Corporate Trust Services –
Glaukos Administrator


 


		Re:	Glaukos Corporation, 2.75% Convertible Senior Notes due 2027



 


Dear Sir/Madam:


 


Whereas the 2.75% Convertible
Senior Notes due 2027 (the “Securities”) have become freely tradable without restrictions by non-affiliates of Glaukos
Corporation (the “Company”) pursuant to Rule 144(b)(1) under the Securities Act of 1933, as amended, in accordance
with Section 2.05(c) of the indenture (the “Indenture”) dated as of June 11, 2020 between the Company and Wells Fargo
Bank, National Association (the “Trustee”), pursuant to which the Securities were issued, the Company hereby provides
notice pursuant to Section 2.05(c) of the Indenture of the occurrence of the Resale Restriction Termination Date and instructs
you that:


 


		(i)	the restrictive legends described in Section 2.05(c) of the Indenture and set forth on the Securities
and shares of Common Stock issued upon conversion of the Securities shall be deemed removed from the Global Notes (as defined in
the Indenture), in accordance with the terms and conditions of the Securities and as provided in the Indenture, without further
action on the part of holders or the Trustee;



 


		(ii)	the restricted CUSIP number for the Securities (377322 AA0) shall be deemed removed from the Global
Notes and replaced with the unrestricted CUSIP number set forth therein (377322 AB8), in accordance with the terms and conditions
of the Securities and as provided in the Indenture, without further action on the part of holders or the Trustee; and



 


	 	(iii)	to effect the Mandatory Exchange (as defined below) by accepting the Shipment Control List (“SCL”) add to balance
in respect of the unrestricted CUSIP and accepting the respective SCL draw down in respect of the restricted CUSIP, when so delivered
by the Depositary.




 






    B-1


     


    

 


Pursuant
to Section 17.05 of the Indenture, the undersigned officer of the Company does hereby certify on behalf of the Company as follows
in connection with the Resale Restriction Termination Date and the mandatory exchange of the Global Note with the Depositary to
cause such Global Note to be identified by such unrestricted CUSIP number in the facilities of the Depositary (the “Mandatory
Exchange”):


 


		1.	The undersigned is familiar with the requested actions and the Indenture, including Section 2.05
of the Indenture.



 


		2.	The statements of the undersigned contained herein are based upon the undersigned’s review
of the Indenture.



 


		3.	The undersigned, in the undersigned’s judgement, has made such examination or investigation
as is necessary to enable the undersigned to express an informed judgment as to whether or not the Mandatory Exchange is permitted
by the Indenture and all conditions precedent thereto have been complied with.



 


		4.	In the undersigned’s judgment, all conditions precedent to the Mandatory Exchange have been
complied with and the Mandatory Exchange is permitted by the Indenture.



 


Capitalized terms used
but not defined herein shall have the meanings set forth in the Indenture.


 


	 	Very truly yours,
	 	 
	 	GLAUKOS CORPORATION
	 	 
	 	By:	         
	 	Name:
	 	Title:
	 	 















    B-2