Exhibit 4.1


 


EXECUTION VERSION


 


 






 


ACCELERATE
DIAGNOSTICS, INC.


 


AND


 


U.S. BANK
NATIONAL ASSOCIATION,


 


as Trustee


 


INDENTURE


 


Dated as of
March 27, 2018


 


2.50% Convertible Senior Notes due 2023


 


 






 




     


     


    

 


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 .  Further Instruments and Acts	30







 


 




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	Article 5
	Lists of Holders and Reports by the Company and the Trustee
	 	 
	Section 5.01 .  Lists of Holders	30
	Section 5.02 .  Preservation and Disclosure of Lists	30
	 	 
	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	34
	Section 6.05 .  Application of Monies Collected by Trustee	35
	Section 6.06 .  Proceedings by Holders	36
	Section 6.07 .  Proceedings by Trustee	37
	Section 6.08 .  Remedies Cumulative and Continuing	37
	Section 6.09 .  Direction of Proceedings and Waiver of Defaults by Majority of Holders	37
	Section 6.10 .  Notice of Defaults	38
	Section 6.11 .  Undertaking to Pay Costs	38
	 	 
	Article 7
	Concerning the Trustee
	 	 
	Section 7.01 .  Duties and Responsibilities of Trustee	39
	Section 7.02 .  Reliance on Documents, Opinions, Etc	40
	Section 7.03 .  No Responsibility for Recitals, Etc	41
	Section 7.04 .  Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes	42
	Section 7.05 .  Monies and Shares of Common Stock to Be Held in Trust	42
	Section 7.06 .  Compensation and Expenses of Trustee	42
	Section 7.07 .  Officer’s Certificate as Evidence	43
	Section 7.08 .  Eligibility of Trustee	43
	Section 7.09 .  Resignation or Removal of Trustee	43
	Section 7.10 .  Acceptance by Successor Trustee	44
	Section 7.11 .  Succession by Merger, Etc	45
	Section 7.12 .  Trustee’s Application for Instructions from the Company	45
	 
	Article 8
	Concerning the Holders
	 	 
	Section 8.01 .  Action by Holders	46
	Section 8.02 .  Proof of Execution by Holders	46
	Section 8.03 .  Who Are Deemed Absolute Owners	46
	Section 8.04 .  Company-Owned Notes Disregarded	47
	Section 8.05 .  Revocation of Consents; Future Holders Bound	47










 




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	Article 9
	Holders’ Meetings
	 	 
	Section 9.01 .  Purpose of Meetings	47
	Section 9.02 .  Call of Meetings by Trustee	48
	Section 9.03 .  Call of Meetings by Company or Holders	48
	Section 9.04 .  Qualifications for Voting	48
	Section 9.05 .  Regulations	48
	Section 9.06 .  Voting	49
	Section 9.07 .  No Delay of Rights by Meeting	49
	 	 
	Article 10
	Supplemental Indentures
	 	 
	Section 10.01 .  Supplemental Indentures Without Consent of Holders	50
	Section 10.02 .  Supplemental Indentures with Consent of Holders	51
	Section 10.03 .  Effect of Supplemental Indentures	52
	Section 10.04 .  Notation on Notes	52
	Section 10.05 .  Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	52
	 	 
	Article 11
	Consolidation, Merger, Sale, Conveyance and Lease
	 	 
	Section 11.01 .  Company May Consolidate, Etc. on Certain Terms	52
	Section 11.02 .  Successor Corporation to Be Substituted	53
	Section 11.03 .  Opinion of Counsel to Be Given to Trustee	53
	 	 
	Article 12
	Immunity of Incorporators, Stockholders, Officers and Directors
	 	 
	Section 12.01 .  Indenture and Notes Solely Corporate Obligations	54
	 	 
	Article 13
	Intentionally Omitted
	 	 
	Article 14
	Conversion of Notes
	 	 
	Section 14.01 .  Conversion Privilege	54
	Section 14.02 .  Conversion Procedure; Settlement Upon Conversion.	57
	Section 14.03 .  Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes	61
	Section 14.04 .  Adjustment of Conversion Rate	63
	Section 14.05 . Adjustments of Prices	72
	Section 14.06 .  Shares to Be Fully Paid	72







  




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	Section 14.07 .  Effect of Recapitalizations, Reclassifications and Changes of the Common Stock.	72
	Section 14.08 .  Certain Covenants	74
	Section 14.09 .  Responsibility of Trustee	75
	Section 14.10 .  Notice to Holders Prior to Certain Actions	75
	Section 14.11 .  Stockholder Rights Plans	76
	Section 14.12 .  Exchange In Lieu Of Conversion	76
	 
	Article 15
	Repurchase of Notes at Option of Holders
	 	 
	Section 15.01 .  Intentionally Omitted.	77
	Section 15.02 .  Repurchase at Option of Holders Upon a Fundamental Change	77
	Section 15.03 .  Withdrawal of Fundamental Change Repurchase Notice	79
	Section 15.04 .  Deposit of Fundamental Change Repurchase Price	80
	Section 15.05 .  Covenant to Comply with Applicable Laws Upon Repurchase of Notes	81
	 	 
	Article 16
	No Optional Redemption
	 	 
	Section 16.01 .  No Optional Redemption	81
	 	 
	Article 17
	Miscellaneous Provisions
	 	 
	Section 17.01 .  Provisions Binding on Company’s Successors	81
	Section 17.02 .  Official Acts by Successor Corporation	81
	Section 17.03 .  Addresses for Notices, Etc	81
	Section 17.04 .  Governing Law; Jurisdiction	82
	Section 17.05 .  Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	83
	Section 17.06 .  Legal Holidays	83
	Section 17.07 .  No Security Interest Created	83
	Section 17.08 .  Benefits of Indenture	83
	Section 17.09 .  Table of Contents, Headings, Etc	83
	Section 17.10 .  Authenticating Agent	84
	Section 17.11 .  Execution in Counterparts	85
	Section 17.12 .  Severability	85
	Section 17.13 .  Waiver of Jury Trial	85
	Section 17.14 .  Force Majeure	85
	Section 17.15 .  Calculations	85
	Section 17.16 .  U.S.A. PATRIOT Act	86







 




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	EXHIBIT
	Exhibit A	Form of Note	A-1
	 	 	 
	Exhibit B	Affiliate Restricted Stock Legend	B-1


 




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INDENTURE, dated as of March 27, 2018,
between ACCELERATE DIAGNOSTICS, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth
in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”,
as more fully set forth in Section 1.01).


 


WITNESSETH:


 


WHEREAS, for its lawful corporate purposes,
the Company has duly authorized the issuance of its 2.50% Convertible Senior Notes due 2023 (the “Notes”), initially
in an aggregate principal amount not to exceed $150,000,000 (as increased by an amount equal to the aggregate principal amount
of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes
as set forth in the Purchase Agreement), and in order to provide the terms and conditions upon which the Notes are to be authenticated,
issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article
1

Definitions


 


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


 




     


     


    

 


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


 


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


 


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


 


“Affiliate Note Legend”
means the legend set forth in Exhibit A applicable to any Affiliate Note prior to such Note no longer being an Affiliate Restricted
Security pursuant to Section 2.05(e).


 


“Affiliate Notes” means
any Notes issued to an Affiliate of the Company, and any Notes issued in exchange therefor or substitution thereof, in each case
pursuant to this Indenture. Any Affiliate Notes shall initially be represented by one or more Physical Notes bearing the Affiliate
Note Legend and any CUSIP number for such Physical Notes shall be distinct from any other CUSIP number assigned to Notes issued
under this Indenture, subject, in each case, to Section 2.05(e).


 


“Affiliate Resale Restriction Termination
Date” shall have the meaning specified in ‎the Affiliate Note Legend or the Affiliate Restricted Stock Legend, as
applicable.


 


“Affiliate Restricted Security”
means any Affiliate Note or Common Stock required to bear the Affiliate Note Legend or the Affiliate Restricted Stock Legend, as
applicable.


 


“Affiliate Restricted Stock Legend”
means a legend substantially in the form set forth in Exhibit B hereto applicable to any Common Stock prior to such Common Stock
no longer being an Affiliate Restricted Security pursuant to Section 2.05(e).


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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, Chief Financial Officer, any President or
Vice President (whether or not designated by a number or numbers or word or words added before or after the title “President”
or “Vice President”) or the Company’s Treasurer, and delivered to the Trustee.


 


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


 


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


 


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


 




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“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 designated office of the Trustee at which at any time this Indenture shall be administered, which office at the date
hereof is located at 633 West Fifth Street, 24th Floor, Los Angeles, CA 90071, Attention: P. Oswald (Accelerate Diagnostics,
Inc.) or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the designated
corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time
by notice to the Holders and the Company).


 


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


 


“Daily Conversion Value”
means, for each of the 40 consecutive Trading Days during the relevant Observation Period, 2.5% 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 relevant Observation Period, shall consist of:


 


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


 


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


 


“Daily VWAP” means the
per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “AXDX
<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 the Common Stock on such Trading Day reasonably determined, using
a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the
Company). The “Daily VWAP” shall be determined without regard to after-hours trading or any other trading outside
of the regular trading session trading hours.


 


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


 




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


 


“delivered” with respect
to any notice to be delivered, given or mailed to a Holder pursuant to this Indenture, shall mean notice (x) given to the Depositary
(or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance
with accepted practices or procedures at the Depositary (in the case of a Global Note) or (y) mailed to such Holder by first class
mail, postage prepaid, at its address as it appears on the Note Register, in each case in accordance with Section 17.03. Notice
so “delivered” shall be deemed to include any notice to be “mailed” or “given,” as applicable,
under this Indenture.


 


“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 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.


 


“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” means The
Nasdaq Capital Market or any successor thereto.


 


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


 


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


 


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


 




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


 


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


 


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


 


(a)          a
“person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its
Wholly Owned Subsidiaries and the employee benefit plans of the Company and its 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 Stock representing more than 50% of
the voting power of the Company’s 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, in each case, a transaction or event described in clause (B) below); (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 Wholly Owned
Subsidiaries; provided, however, that a transaction described in clause (B) in which the holders of all classes of the Company’s
Common Equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of Common Equity
of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially
the same proportions as such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant to this
clause (b);


 


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


 


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


 




    	 	6	 



     


    

 


 


provided, however, that a transaction or transactions
described in clauses (a) or (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 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 14.07).
If any transaction in which the Common Stock is replaced by the equity securities of another entity occurs, following completion
of any related Make-Whole Fundamental Change Period (or, in the case of a transaction that would have been a Fundamental Change
or a Make-Whole Fundamental Change but for the proviso immediately following clause (d) of this definition, following the effective
date of such transaction) references to the Company in this definition shall instead be references to such other entity.


 


For purposes of this definition of “Fundamental Change”
above, any transaction that constitutes a Fundamental Change pursuant to both clause (a) and clause (b) (without giving effect
to the proviso in clause (b)) of such definition shall be deemed a Fundamental Change solely under clause (b) of such definition
(subject to the proviso in clause (b)).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial Purchasers”
means the Initial Purchasers named in the Purchase Agreement.


 


“Interest Payment Date”
means each March 15 and September 15 of each year, beginning on September 15, 2018.


 




    	 	7	 



     


    

 


“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 at least three nationally recognized independent investment banking firms selected
by the Company for this purpose.


 


“Make-Whole Fundamental Change”
means any transaction or event 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 trading on any U.S. exchange relating to the Common Stock.


 


“Maturity Date” means
March 15, 2023.


 


“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).


 


“Observation Period”
with respect to any Note surrendered for conversion means: (i) if the relevant Conversion Date occurs prior to December 15,
2022, the 40 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion
Date; and (ii) if the relevant Conversion Date occurs on or after December 15, 2022, the 40 consecutive Trading Days
beginning on, and including, the 41st Scheduled Trading Day immediately preceding the Maturity Date.


 




    	 	8	 



     


    

 


“Offering Memorandum”
means the preliminary offering memorandum dated March 22, 2018, as supplemented by the related pricing term sheet dated March 22,
2018, relating to the offering and sale of the Notes.


 


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


 


“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.


 


“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; and


 


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


 




    	 	9	 



     


    

 


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


 


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


 


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


 


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


 


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


 


“Purchase Agreement”
means that certain Purchase Agreement, dated as of March 22, 2018, between the Company and J.P. Morgan Securities LLC, as
Representative of the several Initial Purchasers.


 


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


 


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


 


“Regular Record Date,”
with respect to any Interest Payment Date, shall mean the March 1 or September 1 (whether or not such day is a Business
Day) immediately preceding the applicable March 15 and September 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 department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee
who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter relating to this Indenture is referred because of such person’s knowledge of and familiarity
with the particular subject and who, in each case, shall have direct responsibility for the administration of this Indenture.


 


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


 




    	 	10	 



     


    

 


“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).


 


“Significant Subsidiary”
for purposes of Section 6.01(g)-(i), means a Subsidiary of the Company that meets the definition of “significant subsidiary”
in Article 1, Rule 1-02 of Regulation S-X promulgated by the Commission; provided that, in the case of a Subsidiary of the Company
that meets the criteria of clause (3) of the definition thereof but not clause (1) or (2) thereof, such Subsidiary shall not be
deemed to be a Significant Subsidiary unless the Subsidiary’s income (or loss) from continuing operations before income taxes,
extraordinary items and cumulative effect of a change in accounting principle exclusive of amounts attributable to any non-controlling
interests for the last completed fiscal year prior to the date of such determination exceeds $10,000,000.


 


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


 


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


 


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


 


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


 


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


 




    	 	11	 



     


    

 


“Trading Day” means,
except for determining amounts due upon conversion as set forth below, 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 Exchange or, if the Common Stock (or such other
security) is not then listed on the Exchange, on the principal other U.S. national or regional securities exchange on which the
Common Stock (or such other security) is then listed or, if the Common Stock (or such other security) is not then listed on a U.S.
national or regional securities exchange, on the principal other market on which the Common Stock (or such other security) is then
traded and (ii) a Last Reported Sale Price for the Common Stock (or closing sale price for such other security) is available on
such securities exchange or market; provided that if the Common Stock (or such other security) is not so listed or traded,
“Trading Day” means a Business Day; and provided, further, that for purposes of determining 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 Exchange or, if the Common Stock is not then listed on the Exchange, on the
principal other U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock
is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock
is then listed or admitted for trading, except that if the Common Stock is not so listed or admitted for trading, “Trading
Day” means a Business Day.


 


“Trading Price” of the
Notes on any date of determination means the average of the secondary market bid quotations obtained by the Bid Solicitation Agent
for $5,000,000 principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination date from three
independent nationally recognized securities dealers the Company selects for this purpose; provided that if three such bids
cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average of the two bids shall
be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid shall be used. If the
Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 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).


 


“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).


 




    	 	12	 



     


    

 


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


 


“Wholly Owned Subsidiary”
means, with respect to any Person, any direct or indirect 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 “2.50% Convertible Senior Notes due 2023.” The aggregate principal amount of Notes
that may be authenticated and delivered under this Indenture is initially limited to $150,000,000 (as increased by an amount equal
to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their
option to purchase additional Notes as set forth in the Purchase Agreement), subject to Section 2.10 and except for Notes authenticated
and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes to the extent expressly permitted
hereunder. The Notes to be issued on the date of this Indenture will consist of (x) $120,000,000 aggregate principal amount
of Notes represented by one or more Global Notes and (y) $30,000,000 aggregate amount of Affiliate Notes represented by a
Physical Note. Any additional Notes issued pursuant to the exercise of the Initial Purchasers’ option to purchase such additional
Notes shall be represented by one or more Global Notes.


 


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.


 


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.


 




    	 	13	 



     


    

 


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


 


Each Global Note shall represent such principal
amount of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal
amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be increased or reduced to reflect 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 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. Notwithstanding the foregoing, no Affiliate Note represented by a Physical Note may be transferred into a Global Note
other than in connection with a transfer pursuant to Section 2.05(e) after the Affiliate Resale Restriction Termination Date.


 


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


 


(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 United States of America, which shall initially be the Corporate Trust Office
and (y) in the case of any Global Note, shall be payable by wire transfer of immediately available funds to the account of the
Depositary or its nominee. The Company shall pay (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 $5,000,000 or less, by check mailed to the Holders of these Notes
at their address as it appears in the Note Register and (B) to Holders holding Physical Notes having an aggregate principal amount
of more than $5,000,000, either by check mailed to each such Holder or, upon application by such a Holder to the Note Registrar
(containing the requisite information for the Trustee or Paying Agent to make such wire transfer) not later than the relevant Regular
Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States of America,
which application shall remain in effect until the Holder notifies, in writing, the Note Registrar to the contrary or (ii) on any
Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.


 




    	 	14	 



     


    

 


(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 from, and including, such relevant payment date, and such Defaulted Amounts together with
such interest thereon shall be paid by the Company, at its election in each case, as provided in clause (i) or (ii) below:


 


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


 


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


 




    	 	15	 



     


    

 


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 any 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; provided that the Trustee
shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance,
authentication and delivery of such Notes.


 


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


 


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


 


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.


 




    	 	16	 



     


    

 


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


 


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


 


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


 


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



 


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 (other than Affiliate 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 such 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.


 


(c)          Every
Note (other than Affiliate Notes) that bears or is required under this Section 2.05(c) to bear the legend set forth in this Section
2.05(c) (together with any Common Stock issued upon conversion of the Notes that is required to bear the legend set forth in Section
2.05(d), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth
in this Section 2.05(c) (including those contained 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.


 




    	 	17	 



     


    

 


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


 


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


 


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


 


(2)         AGREES
FOR THE BENEFIT OF ACCELERATE DIAGNOSTICS, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE
TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE AFFILIATE RESALE RESTRICTION TERMINATION DATE (AS DEFINED
BELOW), 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.


 




    	 	18	 



     


    

 


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 FOR THE COMPANY 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 (other than an Affiliate 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; and any new Global Note so exchanged therefor shall not bear the restrictive
legend specified in this Section 2.05(c) and shall not be assigned
a restricted CUSIP number. The Company shall promptly notify the Trustee upon the occurrence of the Resale Restriction Termination
Date and promptly after a registration statement, if any, with respect to the Notes or any Common Stock issued upon conversion
of the Notes has been declared effective under the Securities Act. Any exchange pursuant to the foregoing paragraph shall be in
accordance with the applicable procedures of the Depositary.


 


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. No Affiliate Note represented by a Physical Note may be transferred into a Global Note other than in connection
with a transfer pursuant to Section 2.05(e) after the Affiliate Resale Restriction Termination Date.


 


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.


 




    	 	19	 



     


    

 


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. Upon execution and authentication,
the Trustee shall deliver such Physical Notes to the Persons in whose names such Physical Notes are so registered.


 


At such time as all interests in a Global
Note have been converted, canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the
Trustee in accordance with standing procedures and existing instructions 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
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 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.


 




    	 	20	 



     


    

 


(d)          Until
the Resale Restriction Termination Date, any stock certificate representing Common Stock issued upon conversion of such Note (other
than an Affiliate Note) shall bear a legend in substantially the following form (unless such Note or 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 Notes that have been
transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues
to be effective at the time of such transfer, or pursuant to the exemption from registration provided by Rule 144 or any similar
provision then in force under the Securities Act, or unless otherwise agreed by the Company with written notice thereof to the
Trustee and any transfer agent for the 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 ACCELERATE DIAGNOSTICS, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE
TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL
ISSUE DATE OF THE SERIES OF NOTES UPON THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED OR SUCH SHORTER PERIOD OF TIME AS PERMITTED
BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY
APPLICABLE LAW, EXCEPT:


 


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


 


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


 


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


 


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


 


PRIOR TO THE REGISTRATION OF ANY TRANSFER
IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRANSFER AGENT FOR THE COMPANY’S COMMON STOCK RESERVE THE RIGHT
TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER FOR THE
COMPANY 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.


 




    	 	21	 



     


    

 


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


 


(e)          Any
Note or Common Stock issued upon the conversion or exchange of a Note that is repurchased or owned by any Affiliate of the Company
(or any Person who was an Affiliate of the Company at any time during the three months immediately preceding) (including any Affiliate
Note) may not be resold by such Affiliate (or such Person, as the case may be) unless registered under the Securities Act or resold
pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Note or
Common Stock, as the case may be, no longer being a “restricted security” (as defined under Rule 144) and no longer
being required to bear the Affiliate Note Legend or the Affiliate Restricted Stock Legend as set forth below. 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. Any such Note or Common Stock shall bear the Affiliate Restricted Note Legend set forth in Exhibit A or the Affiliate Restricted
Common Stock Legend set forth in Exhibit B until the Affiliate Resale Restriction Termination Date (as defined in the applicable
restrictive legend). On or after the applicable Affiliate Resale Restriction Termination Date, any Physical Note or Common Stock
in certificated form issued upon conversion or exchange thereof may be, subject to applicable procedures of the Depositary and
the provisions of this Indenture, exchanged for beneficial interests in a Global Note or for Common Stock in book-entry form, as
applicable, that no longer represents Affiliate Restricted Securities. As used in this Section 2.05(e) ‎, the term “transfer”
encompasses any sale, pledge, transfer or other disposition whatsoever of any Affiliate Restricted Security. The Company shall
deliver written notice of the occurrence of the Affiliate Resale Restriction Termination Date to the Trustee.


 


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


 


(g)          Neither
the Trustee nor any agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.


 




    	 	22	 



     


    

 


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


 


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


 




    	 	23	 



     


    

 


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 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, registration of transfer
or exchange or conversion, if surrendered to any Person other than the Trustee (including any of the Company’s agents or
Subsidiaries), to be surrendered to the Trustee for cancellation. All Notes delivered to the Trustee shall be canceled promptly
by it, and no Notes shall be authenticated in exchange therefor except as expressly permitted by any of the provisions of this
Indenture. The Trustee shall dispose of canceled Notes in accordance with its customary procedures and, after such disposition,
shall deliver a certificate of such disposition to the Company upon the Company’s written request.


 


Section 2.09. CUSIP Numbers. The
Company in issuing the Notes may use CUSIP numbers (if then generally in use), and, if so, the Trustee shall use CUSIP numbers
in all notices issued to Holders as a convenience to such Holders; provided that any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Notes or on such notice and that reliance may be placed
only on the other identification numbers printed on the Notes. Any Affiliate Note assigned a CUSIP number shall have a CUSIP number
distinct from all other Notes issued under this Indenture until such Note is no longer an Affiliate Restricted Security and has
been transferred to a Global Note pursuant to Section 2.05(e). 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, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer
in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) 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. 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 required by Section 17.05. 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 to private agreements, including by cash-settled swaps or other derivatives. The Company shall
cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) 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, and the Trustee shall cancel all Notes so surrendered.


 


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 such instruments reasonably requested by the Company 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 deposited with the Trustee or delivered to Holders, as applicable, after the Notes have become due and payable,
whether on the Maturity Date, any Fundamental Change Repurchase Date, upon conversion or otherwise, cash or cash, shares of Common
Stock or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation, sufficient to pay all
of the outstanding Notes and all other sums due and payable under this Indenture by the Company; and (b) the Company has delivered
to the Trustee an 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 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.


 


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 of America from principal, premium or interest (including any Additional Interest) payments
hereunder


 




    	 	25	 



     


    

 


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


 


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 United States of America so designated by the
Trustee as a place 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 United States of America where Notes may be surrendered for registration of transfer or exchange or for presentation
for payment or repurchase or for conversion and where notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served; provided that the Corporate Trust Office shall not be a place for service of legal process on the Company.


 


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


 


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


 


(i)          that
it will hold all sums held by it as such agent for the payment of the principal (including the 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 written notice of any failure by the Company to make any payment of the principal (including 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 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 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 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 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 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. Upon the
occurrence of any event specified in Section 6.01(h) or Section 6.01(i), the Trustee shall automatically become the Paying Agent.


 


(d)          Subject
to applicable escheatment laws, any money or property deposited with the Trustee or any Paying Agent, or then held by the Company,
in trust for the payment of the principal (including 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 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 Trustee shall have no further liability with respect to such funds; 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 shares of Common Stock, 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 will, upon
written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any shares of Common Stock issuable
upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to
facilitate the resale of such Notes or shares of Common Stock pursuant to Rule 144A.


 


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


 


(c)          Delivery
of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the Trustee’s
receipt of such shall not constitute constructive notice of any information contained therein or determinable from information
contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled
to conclusively rely on an 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 reports on Form 8-K), or the Notes (other than any Affiliate 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 (other than any Affiliate Notes). Such Additional Interest
shall accrue on the Notes (other than any Affiliate Notes) at the rate of 0.50% per annum of the principal amount of such Notes
outstanding for each day during such period for which the Company’s failure to file has occurred and is continuing or such
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 such Notes. As used in this Section 4.06(d), documents or reports that the
Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include
documents or reports that the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act.


 




    	 	28	 



     


    

 


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


 


(f)          Additional
Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the
Notes. For the avoidance of doubt, no Additional Interest will be payable on any Affiliate Notes pursuant to Section 4.06(d) or
Section 4.06(e).


 


(g)          The
Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu
of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. Notwithstanding
the foregoing, in no event shall Additional Interest accrue under the terms of this Indenture (aggregating any Additional Interest
payable pursuant to Section 4.06(d) or Section 4.06(e) with any Additional Interest payable pursuant to Section 6.03) at a rate
per year in excess of 0.50%, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional
Interest.


 


(h)          If
Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the
Trustee an 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. If the Company
has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officer’s
Certificate setting forth the particulars of such payment.


 




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


 


Section 4.08. Compliance Certificate;
Statements as to Defaults. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the
Company (beginning with the fiscal year ending on December 31, 2018) 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 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.


 


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


 


Article
5

Lists of Holders and Reports by the Company and the Trustee


 


Section 5.01. Lists of Holders. The
Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, semi-annually, not more than 15 days
after each February 15 and August 15 in each year beginning with August 15, 2018, and at such other times as the
Trustee may request in writing, within 30 days after receipt by the Company of any such request (or such lesser time as the Trustee
may reasonably request in order to enable it to timely provide any notice to be provided by it hereunder), a list in such form
as the Trustee may reasonably require of the names and addresses of the Holders as of a date not more than 15 days (or such other
date as the Trustee may reasonably request in order to so provide any such notices) prior to the time such information is furnished,
except that no such list need be furnished so long as the Trustee is acting as Note Registrar.


 


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


 




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Article
6

Defaults and Remedies


 


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


 


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


 


(b)          default
in the payment of principal of any Note when due and payable on the Maturity Date, upon 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 three (3) Business Days;


 


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


 


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


 


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


 


(g)          default
by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which
there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $15,000,000
(or its foreign currency equivalent) in the aggregate of the Company and/or any such Significant Subsidiary, whether such indebtedness
now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable prior to
its stated maturity or (ii) constituting a failure to pay the principal of any such indebtedness when due and payable (after the
expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration
or otherwise, and, in the case of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure
to pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within
30 days of such acceleration or failure to pay, as applicable;


 


(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


 




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(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), unless
the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25%
in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to
the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest on,
all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be
immediately due and payable, anything in this Indenture or in the Notes contained 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 occurs and is continuing, 100% of the principal
of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.


 


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


 




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


 


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


 


In no event shall Additional Interest accrue
under the terms of this Indenture (aggregating any Additional Interest payable pursuant to this Section 6.03 with any Additional
Interest payable pursuant to Section 4.06(d) or Section 4.06(e))
at a rate per year in excess of 0.50%, regardless of the number of events or circumstances giving rise to the requirement to pay
such Additional Interest.


 




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


 




    	 	34	 



     


    

 


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


 


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


 


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


 


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


 


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


 


First, to the payment of all amounts
due the Trustee under Section 7.06;


 


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 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 Fundamental Change Repurchase Price and any cash due upon conversion) and interest without preference
or priority of principal over interest, or of interest over principal or of any installment of interest over any other installment
of interest, or of any Note over any other Note, ratably to the aggregate of such principal (including, if applicable, the 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 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 or the Notes 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 it against any loss, liability or expense
to be incurred therein or thereby;


 


(d)        the
Trustee for 60 days after its receipt of such notice, request and offer of 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 not have an affirmative duty to ascertain
whether or not any such direction is unduly prejudicial to any other Holder), or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section
6.06, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 




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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 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 upon any Default or Event of Default shall impair
any such right or power, or shall be construed to be a waiver of any such Default or Event of Default or any acquiescence therein;
and, subject to the provisions of Section 6.06, every power and remedy given by this Article 6 or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders.


 


Section 6.09. Direction of Proceedings
and Waiver of Defaults by Majority of Holders. The Holders of a majority of the aggregate principal amount of the Notes at
the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to
the Notes; provided, however, that (a) such direction shall not be in conflict with any rule of law or with this
Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.
The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other Holder or that
would involve the Trustee in personal liability (it being understood that the Trustee shall not have an affirmative duty to ascertain
whether or not any such direction is unduly prejudicial to any other Holder). The Holders of a majority in aggregate principal
amount of the Notes at the time outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the
Notes waive any past Default or Event of Default hereunder and its consequences except (i) a default in the payment of accrued
and unpaid interest, if any, on, or the principal (including 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 90 days after the occurrence and continuance of a Default of which the Trustee has actual knowledge,
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 of (including the Fundamental Change
Repurchase Price, if applicable), or accrued and unpaid interest on, any of the Notes or a Default in the payment or delivery of
the consideration due upon conversion, the Trustee shall be protected in withholding such notice if and so long as it 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 Fundamental Change Repurchase Price with respect to the Notes being repurchased
as provided in this Indenture) on or after the due date expressed or provided for in such Note or to any suit for the enforcement
of the right to convert any Note, 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 (and, if requested, provided) to the Trustee indemnity or security
satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with such request or direction.


 


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


 


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


 


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


 


(ii)         in
the absence of bad faith or 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;


 




    	 	39	 



     


    

 


(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;


 


(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; and


 


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


 


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


 


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


 


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


 


(e)          the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents,
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;


 


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


 


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


 


(h)          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.


 


In no event shall the Trustee be liable
for any consequential, punitive, special or indirect 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 shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default
shall have been given to the Trustee by the Company or by any Holder of the Notes at the Corporate Trust Office and such notice
references the Notes and/or this Indenture.


 


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 or any money paid to the Company or upon the Company’s direction under
any provision of the Indenture.


 




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


 


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


 


Section 7.06. Compensation and Expenses
of Trustee. The Company covenants and agrees to pay to the Trustee, in any capacity under this Indenture, from time to time,
and the Trustee shall be entitled to, compensation for all services rendered by it hereunder in any capacity (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to in writing
between the Trustee and the Company, and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture
in any capacity thereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel
and of all Persons not regularly in its employ) except any such expense, disbursement or advance as shall have been caused by its
gross negligence or willful misconduct as determined by a final, non-appealable decision of 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 officers, directors, employees and agents and any authenticating agent for, and to
hold them harmless against, any loss, claim (whether asserted by the Company, a Holder or any Person), damage, liability 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, as determined by a final, non-appealable decision of a court of competent
jurisdiction, and arising out of or in connection with the acceptance or administration of this Indenture or in any other capacity
hereunder, including the costs and expenses of defending themselves against any claim of liability in the premises. The obligations
of the Company under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall be secured by a senior lien 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 (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross
negligence and willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s
Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or willful misconduct
on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of
this Indenture upon the faith thereof.


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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 lien 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.


 




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


 


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


 


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


 


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


 


Section 7.12. Trustee’s Application
for Instructions from the Company. Any application by the Trustee for written instructions from the Company (other than with
regard to any action proposed to be taken or omitted to be taken by the Trustee that affects the rights of the Holders of the Notes
under this Indenture) may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the
Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective.
The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in
such application on or after the date specified in such application (which date shall not be less than three Business Days after
the date notice to the Company is deemed to be received pursuant to Section 17.03, 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 fix, but shall not be required to, in advance of such solicitation, a date as the record
date for determining Holders entitled to take such action. The record date if one is selected shall be not more than fifteen days
prior to the date of commencement of solicitation of such action.


 


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 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. The sole registered holder
of a Global Note shall be the Depositary or its nominee. All such payments or deliveries so made to any Holder for the time being,
or upon its order, shall be valid, and, to the extent of the sums or shares of Common Stock so paid or delivered, effectual to
satisfy and discharge the liability for monies payable or shares deliverable upon any such Note. Notwithstanding anything to the
contrary in this Indenture or the Notes following an Event of Default, any owner 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 (other than Affiliate Notes issued on the date of this Indenture) shall be disregarded
and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, consent, waiver or other action only Notes that a Responsible
Officer actually knows are so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded
as outstanding for the purposes of this Section 8.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s
right to so act with respect to such Notes and that the pledgee is not the Company, a Subsidiary thereof or an Affiliate of the
Company or a Subsidiary thereof. In the case of a dispute as to such right, any decision or indecision 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;


 




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


 


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


 


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


 


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


 


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


 


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


 


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.


 




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


 


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


 


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


 


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. Nothing contained in this Article 9 shall be deemed or construed to limit any Holder’s actions pursuant to the
applicable procedures of the Depositary with respect to any Notes that are represented by Global Notes.


 




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Article
10

Supplemental Indentures


 


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


 


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


 


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


 


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


 


(d)         to
secure the Notes;


 


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


 


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


 


(g)         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 to the extent expressly required by Section 14.07


 


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


 


(i)          to
provide for the acceptance of appointment by a successor trustee pursuant to Section 7.09 or to facilitate the administration of
the trusts by more than one trustee;


 


(j)          to
irrevocably elect or eliminate a Settlement Method and/or irrevocably elect a minimum Specified Dollar Amount; or


 


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


 


Upon the written request of the Company,
the Trustee is hereby authorized to, and shall 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, except that 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, liabilities
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, the Notes), the Company, when authorized
by the resolutions of the Board of Directors, and the Trustee, at the Company’s expense, may from time to time and at any
time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture or of modifying in any manner the
rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected,
no such supplemental indenture shall:


 


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


 


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


 


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


 


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


 


(e)         reduce
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;


 


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


 


(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, liabilities 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 (with a copy to the
Trustee) a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders,
or any defect in the notice, will not impair or affect the validity of the supplemental indenture.


 


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


 


Section 10.04. Notation on Notes.
Notes authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article
10 may, at the Company’s request and expense, bear a notation in form approved by the Trustee as to any matter provided for
in such supplemental indenture. If the Company or the Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Trustee and the 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 that the
supplemental indenture constitutes the legal, valid and binding obligation of the Company enforceable 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, merge with or into,
or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, unless:


 


(a)         the
resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation
organized and existing under the laws of the United States of America, any State thereof 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.


 


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. Such Successor
Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the
Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the
order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously
shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such
Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall
in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance
with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event
of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article
11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter
have become such in the manner prescribed in this Article 11) may
be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released
from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes.


 


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


 


Section 11.03. Opinion of Counsel to
Be Given to Trustee. No such consolidation, merger, sale, conveyance, transfer or lease pursuant to which the Successor Company
is substituted for the Company in accordance with Section 11.02 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.


 




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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 a 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 December 15, 2022 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 December 15, 2022 and prior to
the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate
of 32.3428 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 December 15, 2022, a Holder may surrender all or
any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive
Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes,
as determined following a request by a Holder of Notes in accordance with this Section 14.01(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 and the Conversion Rate
on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this Section 14.01(b)(i)
and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation
Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant
to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than
the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has
requested 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
a Holder of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would
be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate, 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 and the Company shall instruct the
three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent (if other than the Company).
If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not 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 so instructs the Bid Solicitation Agent to obtain bids 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 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) in writing. 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 the Holders of the Notes,
the Trustee and the Conversion Agent (if other than the Trustee) in writing.


 


(ii)         If,
prior to the close of business on the Business Day immediately preceding December 15, 2022, 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 45 calendar
days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share
that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending
on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or


 




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


 


then, in either case, the Company shall notify all Holders of
the Notes, the Trustee and the Conversion Agent (if other than the Trustee) at least 50 Scheduled Trading Days prior to the Ex-Dividend
Date for such issuance or distribution. 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, in each case, even if the Notes are not otherwise convertible at such time.


 


(iii)        If
(i) a transaction or event that constitutes (x) a Fundamental Change or (y) a Make-Whole Fundamental Change occurs
prior to the close of business on the Business Day immediately preceding December 15, 2022, regardless of whether a Holder
has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (ii) 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 that occurs
prior to the close of business on the Business Day immediately preceding December 15, 2022, in each case pursuant to which
the Common Stock would be converted into cash, securities or other assets, then, in each case, all or any portion of a Holder’s
Notes may be surrendered for conversion at any time from or after the effective date of the transaction or event until 35 Trading
Days after the actual effective date of such transaction or event or, if such transaction also constitutes a Fundamental Change,
until 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 or event
but in no event later than the actual effective date of such transaction or event.


 


(iv)        Prior
to the close of business on the Business Day immediately preceding December 15, 2022, 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 June 30,
2018 (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.


 




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Section 14.02. Conversion Procedure;
Settlement Upon Conversion.


 


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


 


(i)          All
conversions for which the relevant Conversion Date occurs (x) on or after December 15, 2022 shall be settled using the
same Settlement Method.


 


(ii)         Except
for any conversions for which the relevant Conversion Date occurs on or after December 15, 2022, the Company shall use the
same Settlement Method for all conversions occurring on the same Conversion Date, but the Company shall not have any obligation
to use the same Settlement Method with respect to conversions that occur on different Conversion Dates.


 


(iii)        If,
in respect of any Conversion Date (or any conversion occurring on or after December 15, 2022, 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 occurring on or after December 15, 2022, no later than the
close of business on Business Day immediately preceding December 15, 2022). If the Company does not timely elect a Settlement
Method prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect
Cash Settlement or Physical Settlement for such conversion or during such period and the Company shall be deemed to have elected
Combination Settlement in respect of its Conversion Obligation, and the Specified Dollar Amount per $1,000 principal amount of
Notes shall be equal to $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election
of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount
of Notes. If the Company delivers a Settlement Notice electing Combination Settlement in respect of its Conversion Obligation but
does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar
Amount per $1,000 principal amount of Notes shall be deemed to be $1,000.


 


(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:


 




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(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) 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(e), before any Holder of a Note shall be entitled
to convert a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary
in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder
is not entitled as set forth in Section 14.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver
an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile, PDF or other electronic
transmission 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(h). The Trustee (and, if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article
14 on the Conversion Date for such conversion. No Notes may be surrendered for conversion 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 relevant Observation Period, in the case of any
other Settlement Method. If any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued,
and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry
transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction
of the Company’s Conversion Obligation.


 


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


 


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


 


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


 


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


 




    	 	59	 



     


    

 


(h)         Upon
conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below,
and the Conversion Rate shall not be adjusted for any accrued interest on Notes converted. 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. Notes surrendered for conversion during the period
from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date
must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment
shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company
has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately
following the corresponding Interest Payment Date; or (3) 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 the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as
a stockholder of record as of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related
Conversion Obligation by Physical Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects
to satisfy the related Conversion Obligation by Combination Settlement), as the case may be. Upon a conversion of Notes, such Person
shall no longer be a Holder of such Notes surrendered for conversion.


 


(j)          The
Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of
delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion Date
(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 (or is deemed to have
elected) Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed on the
basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such
computation shall be paid in cash.


 




    	 	60	 



     


    

 


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


 


(b)         Upon
surrender of Notes for conversion in connection with a Make-Whole Fundamental Change pursuant to Section 14.01(b)(iii), 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
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 determined and paid to Holders in cash on the second
Business Day following the Conversion Date. The Company shall notify the Holders of Notes, the Trustee and the Conversion Agent
(if other than the Trustee) of the Effective Date of any Make-Whole Fundamental Change no later than five Business Days after such
Effective Date.


 


(c)         The
number of Additional Shares, if any, by which the Conversion Rate shall be increased for conversions during the Make-Whole Fundamental
Change Period shall be determined by reference to the table below, based on the date on which the Make-Whole Fundamental Change
occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid
(or deemed to be paid) per share of the Common Stock in the Make-Whole Fundamental Change, as set forth in this Section 14.03.
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. In the case of
any other Make-Whole Fundamental Change, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock
over the five Trading Day period ending on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole
Fundamental Change. The Board of Directors 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 defined for purposes of Section 14.04) or expiration date of the
event occurs, during such five consecutive Trading Day period.


 




    	 	61	 



     


    

 


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


 


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


 


	 	 	Stock Price	 
	 	 	 	 
	Effective Date	 	$	24.25	 	 	$	27.50	 	 	$	30.00	 	 	$	32.92	 	 	$	40.00	 	 	$	50.00	 	 	$	60.00	 	 	$	70.00	 	 	$	80.00	 	 	$	90.00	 
	March 27, 2018	 	 	8.8943	 	 	 	7.0269	 	 	 	5.7367	 	 	 	4.5680	 	 	 	2.7041	 	 	 	1.3279	 	 	 	0.6391	 	 	 	0.2787	 	 	 	0.0901	 	 	 	0.0126	 
	March 15, 2019	 	 	8.8943	 	 	 	6.9387	 	 	 	5.5994	 	 	 	4.3986	 	 	 	2.5191	 	 	 	1.1780	 	 	 	0.5341	 	 	 	0.2114	 	 	 	0.0522	 	 	 	0.0027	 
	March 15, 2020	 	 	8.8943	 	 	 	6.8025	 	 	 	5.3926	 	 	 	4.1474	 	 	 	2.2537	 	 	 	0.9736	 	 	 	0.3995	 	 	 	0.1315	 	 	 	0.0171	 	 	 	0.0000	 
	March 15, 2021	 	 	8.8943	 	 	 	6.4888	 	 	 	4.9872	 	 	 	3.6934	 	 	 	1.8218	 	 	 	0.6759	 	 	 	0.2239	 	 	 	0.0415	 	 	 	0.0000	 	 	 	0.0000	 
	March 15, 2022	 	 	8.8943	 	 	 	5.8115	 	 	 	4.1631	 	 	 	2.8170	 	 	 	1.0882	 	 	 	0.2663	 	 	 	0.0355	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 
	March 15, 2023	 	 	8.8943	 	 	 	3.9001	 	 	 	1.3119	 	 	 	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
above, the number of Additional Shares by which the Conversion Rate shall be increased 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 $90.00 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 $24.25 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.


 




    	 	62	 



     


    

 


Notwithstanding the foregoing, in no event
shall the Conversion Rate per $1,000 principal amount of Notes exceed 41.2371 shares of Common Stock, subject to adjustment in
the same manner as the Conversion Rate pursuant to Section 14.04.


 


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


 


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


 


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


 





 


where,


 


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


 




    	 	63	 



     


    

 


(b)         If
the Company issues to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection
with a stockholder rights plan) entitling them, for a period of not more than 45 calendar days after the announcement date of such
issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last
Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately
preceding the date of announcement of such issuance, the Conversion Rate shall be increased based on the following formula:


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance;
	 	 	 
	CR'	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
	 	 	 
	OS0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;
	 	 	 
	X	=	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and
	 	 	 
	Y	=	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.


 


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


 




    	 	64	 



     


    

 


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


 


(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 of the Company, to all or substantially all holders
of the Common Stock, excluding (i) dividends, distributions or issuances as to which an adjustment was effected pursuant to Section
14.04(a) or Section 14.04(b), (ii) dividends or distributions paid exclusively in cash as to which the provisions set forth in
Section 14.04(d) shall apply, (iii) rights issued pursuant a stockholder rights plan except as set forth in Section 14.11, (iv) distributions
of Reference Property in a transaction described in Section 14.07 and (v) Spin-Offs as to which the provisions set forth below
in this Section 14.04(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property
or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then
the Conversion Rate shall be increased based on the following formula:


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;
	 	 	 
	CR'	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
	 	 	 
	SP0	=	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and
	 	 	 
	FMV	=	the fair market value (as determined by the Company) of the Distributed Property with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution.


 




    	 	65	 



     


    

 


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


 


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


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the end of the Valuation Period;
	 	 	 
	CR'	=	the Conversion Rate in effect immediately after the end of the Valuation Period;
	 	 	 
	FMV0	=	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”) provided that, if there is no Last Reported Sale Price of the Capital Stock or similar equity interest distributed to holders of the Common Stock on such Ex-Dividend Date, the “Valuation Period” shall be the 10 consecutive Trading Day period after, and including the first Trading Day such Last Reported Sale Price is available; and
	 	 	 
	MP0	=	the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.


 




    	 	66	 



     


    

 


The increase to the Conversion Rate under the preceding paragraph
shall occur at the close of business on the last Trading Day of the Valuation Period; provided that (x) in respect of any
conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during the Valuation Period,
references to “10” in the portion of this Section 14.04(c) related to Spin-Offs 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
to “10” in the portion of this Section 14.04(c) related to Spin-Offs 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. If the distribution constituting the Spin-Off 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 constituting the Spin-Off 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
shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock,
shall be deemed not to have been distributed for purposes of this Section 14.04(c) (and no adjustment to the Conversion Rate under
this Section 14.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants
shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made
under this Section 14.04(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed
prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become
exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any
and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or
warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such
date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of
rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence)
with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion
Rate under this Section 14.04(c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed
or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Conversion Rate shall be readjusted
as if such rights, options or warrants had not been issued and (y) the Conversion Rate shall then again be readjusted to give effect
to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to
the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options
or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the
date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated
without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options and warrants had not
been issued.


 




    	 	67	 



     


    

 


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


 


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


 


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


 


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


 


(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;
	 	 	 
	CR'	=	the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;
	 	 	 
	SP0	=	the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; 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, at the same time and upon the same terms as holders of shares of the Common Stock, the amount of cash that such Holder would
have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the Ex-Dividend Date for
such cash dividend or distribution.


 




    	 	68	 



     


    

 


(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
the Common Stock exceeds the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period
commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant
to such tender or exchange offer, the Conversion Rate shall be increased based on the following formula:


 





 


where,


 


	CR0	=	the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
	 	 	 
	CR'	=	the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
	 	 	 
	AC	=	the aggregate value of all cash and any other consideration (as determined by the Company) paid or payable for shares of Common Stock purchased in such tender or exchange offer;
	 	 	 
	OS0	=	the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);
	 	 	 
	OS'	=	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and
	 	 	 
	SP'	=	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.


 




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The increase to the Conversion Rate under this Section 14.04(e)
shall occur at the close of business on the 10th Trading Day immediately
following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided that
(x) in respect of any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during
the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or
exchange offer, references to “10” or “10th” in this Section 14.04(e) 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 to “10” or “10th” in this Section 14.04(e) 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. If the Company is obligated to purchase
shares of Common Stock pursuant to any such tender or exchange offer described in this ‎Section 14.04(f) but is permanently
prevented by applicable law from effecting any such purchase or all such purchases are rescinded, the Conversion Rate will be readjusted
to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made or had been made only
in respect of the purchases that have been made.


 


(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 the shares of Common Stock as of the related Conversion Date as described
under Section 14.02(i) 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 the shares of Common
Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.


 


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


 


(h)         In
addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this Section 14.04, and to the extent permitted
by applicable law and subject to the applicable rules of any exchange on which any of the Company’s securities are then listed,
the Company from time to time may increase the Conversion Rate by any amount for a period of at least 20 Business Days if the Board
of Directors determines that such increase would be in the Company’s best interest. In addition, to the extent permitted
by applicable law and subject to the applicable rules of any exchange on which any of the Company’s securities are then listed,
the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to holders of Common
Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares of Common Stock (or rights to
acquire shares of Common Stock) or similar event. Whenever the Conversion Rate is increased pursuant to either of the preceding
two sentences, the Company shall deliver to the Holder of each Note, the Trustee and the Conversion Agent (if other than the Trustee)
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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(i)          Notwithstanding
anything to the contrary in this Article 14, the Conversion Rate shall not be adjusted:


 


(i)          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;


 


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


 


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


 


(iv)        upon
the repurchase of shares of Common Stock pursuant to an open-market share repurchase program or other buy-back transaction (including,
without limitation, through any structured or derivative transactions such as accelerated share repurchase transactions) that is
not a tender offer or exchange offer of the nature described in Section 14.04(e);


 


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


 


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


 


(j)          The
Company shall not be required to make an adjustment pursuant to clauses (a), (b), (c), (d) or (e) of this Section 14.04 unless
such adjustment would result in a change of at least 1% of the then effective Conversion Rate. However, the Company shall carry
forward any adjustment that the Company would otherwise have to make and take that adjustment into account in any subsequent adjustment.
Notwithstanding the foregoing, all such carried-forward adjustments shall be made with respect to the Notes (i) when the aggregate
of all such carried-forward adjustments equals or exceeds 1% of the Conversion Rate and (ii) regardless of whether the aggregate
adjustment is less than 1% of the Conversion Rate, (x) on the Conversion Date for any Notes (in the case of Physical Settlement)
and (y) on each Trading Day of any Observation Period (in the case of Cash Settlement or Combination Settlement). 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.


 




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(k)         Whenever
the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and the Conversion Agent
if not the Trustee) an 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.


 


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


 


Section 14.05. Adjustments of Prices.
Whenever any provision of this Indenture requires the Company to calculate the Last Reported Sale Prices, the Daily VWAPs,
the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days (including, without limitation, an Observation
Period and the period, if any, for determining the Stock Price for purposes of a Make-Whole Fundamental Change), 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 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.


 


Section 14.06. Shares to Be Fully Paid.
The Company shall use its commercially reasonable efforts to 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 is 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),


 


(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


 




    	 	72	 



     


    

 


(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(f) 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 received
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 that occur 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.


 


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, and such Person is a party
to 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 Board of Directors shall reasonably consider necessary by
reason of the foregoing, including the provisions providing for the purchase rights set forth in Article 15.


 




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(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 or cause to be delivered notice thereof
to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within
20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental
indenture.


 


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


 


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


 


(e)         Upon
the consummation of any Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property
that constitutes capital stock after giving effect to such Merger Event.


 


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


 


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


 


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


 




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Section 14.09. Responsibility of Trustee.
The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine
the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase)
of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect
to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and
any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares
of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the conversion of any
Note; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any
Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or
stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of conversion or to comply
with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality
of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of
any provisions contained in any supplemental indenture entered into pursuant to Section 14.07 relating either to the kind or amount
of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any
event referred to in such Section 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of
Section 7.01, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions,
and shall be protected in conclusively 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). Except as otherwise expressly provided herein, neither the Trustee nor any other agent acting under this Indenture
(other than the Company, if acting in such capacity) shall have any obligation to make any calculation or to determine whether
the Notes may be surrendered for conversion pursuant to this Indenture, or to notify the Company or the Depositary or any of the
Holders if the Notes have become convertible pursuant to the terms of this Indenture.


 


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 (other than any transaction or event that would constitute a Merger Event for which notice is provided to Holders pursuant
to Section 14.01(b)(iii)); or


 


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


 




    	 	75	 



     


    

 


then, in each case (unless notice of such event is otherwise
required pursuant to another provision of this Indenture), the Company shall cause to be filed with the Trustee and the Conversion
Agent (if other than the Trustee) and to be delivered to each Holder, as promptly as possible but in any event at least 20 days
prior to the applicable date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose
of such action by the Company or one of its Subsidiaries or, if a record is not to be taken, the date as of which the holders of
Common Stock of record are to be determined for the purposes of such action by the Company or one of its Subsidiaries, or (ii)
the date on which such 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 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 so that
the Holders would not be entitled to receive any rights in respect of Common Stock, if any, issuable upon conversion of the Notes,
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, direct the Conversion Agent to
surrender, on or prior to the second Business Day following the relevant Conversion Date, such Notes to a financial institution
designated by the Company (the “Designated Institution”) for exchange in lieu of conversion (an “Exchange
Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated
Institution must agree to timely deliver, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and
Common Stock, at the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 above
or such other consideration agreed to by the converting Holder and the Designated Institution (such consideration, the “Conversion
Consideration”). If the Company makes the election described above, the Company shall, by the close of business on the
second Business Day following the relevant Conversion Date, notify the Holder surrendering Notes for conversion, the Trustee and
the Conversion Agent (if other than the Trustee), that it has made such election, and the Company shall concurrently notify the
Designated Institution of the relevant deadline for delivery of the Conversion Consideration; provided that if the Company
elects Physical Settlement in respect of its Conversion Obligation, it shall so notify the converting Holders and the Designated
Financial Institution on or prior to the close of business on the Business Day following the relevant Conversion Date. Any Notes
exchanged by the Designated Institution will remain outstanding, subject to applicable procedures of the Depositary.


 




    	 	76	 



     


    

 


(b)         If
the Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related Conversion Consideration
to the Conversion Agent, or if the Designated Institution does not accept such Notes for exchange, the Company shall, within the
time period specified in Section 14.02(c), deliver the Conversion Consideration in accordance with the provisions of Section 14.02.


 


(c)         For
the avoidance of doubt, in no event will the Company’s designation of a Designated Institution pursuant to this Section 14.12
require the Designated Institution to accept any Notes for exchange.


 


Article
15

Repurchase of Notes at Option of Holders


 


Section 15.01. Intentionally Omitted.


 


Section 15.02. Repurchase at Option of
Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall
have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes,
or any portion thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a multiple
of $1,000, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less
than 20 calendar days or more than 35 calendar days following the date of the Fundamental Change Company Notice at a repurchase
price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental
Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase
Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates,
in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular
Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased
pursuant to this Article 15.


 


(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 a 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 20th 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 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;


 




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


 


(vii)       if
applicable, the Conversion Rate and any adjustments to the Conversion Rate as a result of such Fundamental Change (or related Make-Whole
Fundamental Change);


 


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


 


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


 


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


 


At the Company’s request, given at
least five days prior to the date the Fundamental Change Company Notice is to be sent, the Trustee shall give such notice in the
Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such
Fundamental Change Company Notice shall be prepared by the Company.


 


(d)         Notwithstanding
the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if
the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date
(except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase
Price with respect to such Notes). The Paying Agent 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.


 


(e)         The
Company shall not be required to make an offer to repurchase Notes upon the occurrence of a Fundamental Change otherwise required
under this ‎Section 15.02 if a third party makes an offer to purchase Notes in a manner, at the times and otherwise in compliance
with the requirements set forth in this Indenture applicable to such an offer by the Company and such third party purchases all
Notes properly tendered and not validly withdrawn under such offer to purchase.


 


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 received by 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:


 




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


 


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


 


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


 


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


 


Section 15.04. Deposit of 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 in accordance with the provisions of this Indenture, (i) such Notes will cease to be outstanding, (ii) interest will
cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to
the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes will terminate (other than the right to receive
the Fundamental Change Repurchase Price).


 




    	 	80	 



     


    

 


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


 


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


 


(a)         comply
with the provisions of any tender offer rules under the Exchange Act that may then be applicable;


 


(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.


 


Article
16

No Optional Redemption


 


Section 16.01. No Optional Redemption.
The Notes shall not be redeemable by the Company prior to the Maturity Date, and no sinking fund is provided for the Notes.


 


Article
17

Miscellaneous Provisions


 


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


 


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


 


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 Accelerate Diagnostics, Inc., 3950 South Country Club, Suite 470, Tucson, Arizona 85714,
Attention: General Counsel. Any notice, direction, request or demand hereunder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or served by being deposited postage prepaid by registered or certified
mail in a post office letter box addressed to the Corporate Trust Office or sent electronically in PDF format.


 




    	 	81	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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.


 




    	 	82	 



     


    

 


Section 17.05. Evidence of Compliance
with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to
the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s
Certificate and, if requested by the Trustee, an Opinion of Counsel stating that such action is permitted by the terms of this
Indenture; provided that no Opinion of Counsel shall be required to be delivered in connection with a request by the Company
that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with
respect to such notice. 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 and Opinion
of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance
with this Indenture (other than the 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 judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her
to express an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether
or not, in the judgment of such person, such action is permitted by this Indenture and that all conditions precedent thereto have
been complied with.


 


Notwithstanding anything to the contrary
in this Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion
of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to
such Opinion of Counsel.


 


Section 17.06. Legal Holidays. In
any case where any Interest Payment Date, Fundamental Change Repurchase Date or Maturity Date is not a Business Day, then any action
to be taken on such date need not be taken on such date, but may be taken on the next succeeding Business Day with the same force
and effect as if taken on such date, and no interest shall accrue in respect of the delay.


 


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


 


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


 


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


 




    	 	83	 



     


    

 


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


 


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


 


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


 


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.


 




    	 	84	 



     


    

 


By: ____________________

Authorized Signatory


 


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


 


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


 


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


 


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


 


Section 17.15. Calculations. 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 Stock Price, the Last Reported Sale Prices of the Common Stock, the Trading
Prices of the Notes (for purposes of Section 14.01(b)(i)) the Daily VWAPs, the Daily Conversion Values, the Daily Settlement Amounts,
accrued interest payable on the Notes, the Conversion Rate and the Conversion Price of the Notes. The Company shall make all these
calculations in good faith and, absent manifest error, the Company’s calculations shall be final and binding on Holders of
Notes. The Company shall provide a schedule of its calculations to each of the Trustee and the Conversion Agent, and each of the
Trustee and Conversion Agent is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent
verification. The Company will forward the Company’s calculations to any Holder of Notes upon the request of that Holder
at the sole cost and expense of the Company.


 




    	 	85	 



     


    

 


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


 


[Remainder of page
intentionally left blank]


 




    	 	86	 



     


    

 


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


 


	 	ACCELERATE DIAGNOSTICS, INC.
	 	 
	 	By:	/s/Steve Reichling
	 	 	Name:	Steve Reichling
	 	 	Title:	Chief Financial Officer


 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	/s/Paula Oswald
	 	 	Name:	Paula Oswald
	 	 	Title:	Vice President


 




     


     


    

 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


[INCLUDE FOLLOWING LEGEND
IF A GLOBAL NOTE]


 


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


 


[INCLUDE FOLLOWING LEGEND
IF A RESTRICTED SECURITY]


 


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


 


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


 


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


 


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


 


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


 




    	 	A-1	 



     


    

 


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


 


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


 


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


 


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


 


[INCLUDE FOLLOWING
LEGEND IF AN AFFILIATE RESTRICTED SECURITY]


 


[THIS SECURITY AND
THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND, PRIOR TO THE AFFILIATE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW),
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 ACCELERATE DIAGNOSTICS, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER
THIS SECURITY PRIOR TO THE AFFILIATE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), EXCEPT:


 


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


 




    	 	A-2	 



     


    

 


(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 AND IN ACCORDANCE WITH SECTION 2.05(E) OF THE INDENTURE,
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 FOR THE COMPANY 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.


 


THE “AFFILIATE
RESALE RESTRICTION TERMINATION DATE” MEANS THE LATER OF: (1) THE EARLIEST OF (A) THE DATE ON WHICH THIS NOTE HAS BEEN SOLD
TO A NON-AFFILIATE OF THE COMPANY PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES
ACT AT THE TIME OF SALE; (B) THE DATE ON WHICH THIS NOTE HAS BEEN SOLD A NON-AFFILIATE OF THE COMPANY PURSUANT TO RULE 144 UNDER
THE SECURITIES ACT; AND (C) THE DATE ON WHICH THE HOLDER OF THIS NOTE (X) HAS A “HOLDING PERIOD” (DETERMINED PURSUANT
TO RULE 144(d) UNDER THE SECURITIES ACT) OF AT LEAST ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE
SECURITIES ACT OR ANY SUCCESSOR THERETO AT SUCH TIME) AND (Y) IS NOT AN AFFILIATE OF THE COMPANY (AND HAS NOT BEEN AN AFFILIATE
OF THE COMPANY DURING THE THREE MONTHS IMMEDIATELY PRECEDING); AND (2) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE
LAW. IN DETERMINING WHETHER THE HOLDER OF THIS NOTE (X) HAS A “HOLDING PERIOD” (DETERMINED PURSUANT TO RULE 144(d)
UNDER THE SECURITIES ACT) OF AT LEAST ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT
OR ANY SUCCESSOR THERETO AT SUCH TIME) OR (Y) IS AN AFFILIATE OF THE COMPANY (OR HAS BEEN AN AFFILIATE OF THE COMPANY DURING THE
THREE MONTHS IMMEDIATELY PRECEDING), 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 FOR THE COMPANY TO MAKE SUCH DETERMINATION.]




    	 	A-3	 



     


    

 


Accelerate Diagnostics, Inc.



2.50% Convertible Senior Note due 2023


 


	No. [RA]-[●]	Initially $[●]1
	 	 
	[CUSIP No. [●]2]3	 


 


Accelerate Diagnostics, Inc., 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 $150,000,000 in aggregate at any time
or $172,500,000 if the Initial Purchasers exercise their option to purchase additional Notes in full as set forth in the Purchase
Agreement, in accordance with the rules and procedures of the Depositary, on March 15, 2023, and interest thereon as set forth
below.


 


This Note shall bear interest at the rate
of 2.50% per year from March 27, 2018, or from the most recent date to which interest has been paid or provided for to, but
excluding, the next scheduled Interest Payment Date until March 15, 2023. Accrued interest on this Note 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. Interest is payable semi-annually in arrears on each March 15 and September 15, commencing
on September 15, 2018, to Holders of record at the close of business on the preceding March 1 and September 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]8 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]9 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.


 


 






1 Include for Global Note.


 


2 This Note will be deemed to
be identified by CUSIP No. [●] from and after such time when the Company delivers, pursuant to Section 2.05(c) of the within-mentioned
Indenture, written notice to the Trustee of the occurrence of the Resale Restriction Termination Date and the removal of the restrictive
legend affixed to this Note in accordance with the applicable procedures of the Depositary.


 


3 Include for Global Note.


 


4 Insert for Global Note.


 


5 Insert holder for Physical
Note/Affiliate Note.


 


6 Insert for Global Note


 


7 Insert for Physical Note/Affiliate
Note.


 


8 Delete for Affiliate Note.


 


9 Delete for Affiliate Note.


 




    	 	A-4	 



     


    

 


Any Defaulted Amounts shall accrue interest
per annum at the rate borne by the Notes, 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.


 


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


 


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-5	 



     


    

 


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





 


	 	ACCELERATE DIAGNOSTICS, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Dated:	 
	 	 
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION	 
	 	 
	U.S. BANK NATIONAL ASSOCIATION	 
	as Trustee, certifies that this is one of the Notes described	 
	in the within-named Indenture.	 
	 	 
	By:	 	 
	 	Authorized Signatory	 


 




     


     


    

 


[FORM OF REVERSE OF NOTE]


 


Accelerate Diagnostics, Inc.

2.50% Convertible Senior Note due 2023


 


This Note is one of a duly authorized issue
of Notes of the Company, designated as its 2.50% Convertible Senior Notes due 2023 (the “Notes”), initially
limited to the aggregate principal amount of $150,000,000 (as increased by an amount equal to the aggregate principal amount of
any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes
as set forth in the Purchase Agreement) all issued or to be issued under and pursuant to an Indenture dated as of March 27,
2018 (the “Indenture”), between the Company and U.S. 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, as defined
in the Indenture, shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by either
the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall
become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture.


 


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 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 Fundamental Change Repurchase Price, if applicable) of, accrued
and unpaid interest on, and the consideration due upon conversion of, this Note at the place, at the respective times, at the rate
and in the lawful money herein prescribed.


 


The Notes are issuable in registered form
without coupons in denominations of $1,000 principal amount and 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.


 




    	 	R-1	 



     


    

 


The Notes are not subject to redemption
through the operation of any sinking fund or otherwise.


 


Upon the occurrence of a Fundamental Change,
the Holder has the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s
Notes or any portion thereof (in principal amounts of $1,000 or 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 Business Day immediately preceding the Maturity Date, to convert any Notes
or portion thereof that is $1,000 or a multiple thereof, into cash, shares of Common Stock or a combination of cash and shares
of Common Stock, as applicable, at the Conversion Rate specified in the Indenture, as adjusted from time to time as provided in
the Indenture.


 


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


 




    	 	R-2	 



     


    

 


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.


 




    	 	R-3	 



     


    

 


SCHEDULE A10


 


SCHEDULE OF EXCHANGES OF NOTES



Accelerate Diagnostics, Inc.

2.50% Convertible Senior Notes due 2023


 


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
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 




 


 






10 Include if a Global Note.


 




    	 	R-4	 



     


    

 


ATTACHMENT 1


 


[FORM OF NOTICE OF CONVERSION]


 


To: Accelerate Diagnostics, Inc.


 


To: U.S. Bank National Association

633 West Fifth Street, 24th Floor


Los Angeles, CA 90071


Attn: P. Oswald (Accelerate Diagnostics, Inc.)


 


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


 


	Dated:	_____________________	 	________________________________
	 	 	 	 
	 	 	 	________________________________
	 	 	 	Signature(s)


 


___________________________


Signature Guarantee


 


Signature(s) must be guaranteed

by an eligible Guarantor Institution

(banks, stock brokers, savings and

loan associations and credit unions)

with membership in an approved

signature guarantee medallion program

pursuant to Securities and Exchange

Commission Rule 17Ad-15 if shares

of Common Stock are to be issued, or

Notes are to be delivered, other than

to and in the name of the registered holder.


 




    	 	1	 



     


    

 


	

Fill in for registration of shares if

to be issued, and Notes if to

be delivered, other than to and in the

name of the registered holder:


 


_________________________


(Name)


 


_________________________


(Street Address)


 


_________________________


(City, State and Zip Code)


Please print name and address


	 	 
	 	 	 
	 	 	Principal amount to be converted (if less than all):


$______,000


 


NOTICE: The above signature(s) of the Holder(s) hereof
must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any
change whatever.


 


_________________________


Social Security or Other Taxpayer

Identification Number






 




    	 	2	 



     


    

 


ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


To: Accelerate Diagnostics, Inc.


 


To: U.S. Bank National Association

633 West Fifth Street, 24th Floor


Los Angeles, CA 90071


Attn: P. Oswald (Accelerate Diagnostics, Inc.)


 


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


 


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


 


	Dated:   	_____________________	 	 
	 	 	 	 
	 	 	 	________________________________


Signature(s)


 


_________________________


Social Security or Other Taxpayer

Identification Number


 


Principal amount to be repurchased (if less than all):


$______,000


 


NOTICE: The above signature(s) of the Holder(s) hereof
must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any
change whatever.





 




    	 	1	 



     


    

 


ATTACHMENT 3


 


[FORM OF ASSIGNMENT AND TRANSFER]


 


U.S. Bank National Association

633 West Fifth Street, 24th Floor


Los Angeles, CA 90071


Attn: P. Oswald (Accelerate Diagnostics, Inc.)


 


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
Accelerate Diagnostics, Inc. or a subsidiary thereof; or


 


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


 


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


 


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


 




    	 	1	 



     


    

 


Dated: ________________________


 


_____________________________________


 


_____________________________________


Signature(s)


 


_____________________________________


Signature Guarantee


 


Signature(s) must be guaranteed by an

eligible Guarantor Institution (banks, stock

brokers, savings and loan associations and

credit unions) with membership in an approved

signature guarantee medallion program pursuant

to Securities and Exchange Commission

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

than to and in the name of the registered holder.


 


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


 




    	 	2	 



     


    

 


EXHIBIT B


 


[FORM OF AFFILIATE RESTRICTED STOCK
LEGEND]


 


[THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, PRIOR TO THE AFFILIATE RESALE RESTRICTION
TERMINATION DATE (AS DEFINED BELOW), 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 ACCELERATE DIAGNOSTICS, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE
TRANSFER THIS SECURITY PRIOR TO THE AFFILIATE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), 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 AND IN ACCORDANCE WITH SECTION 2.05(E) OF
THE INDENTURE, 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 FOR THE
COMPANY TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 




    	 	B-1	 



     


    

 


THE “AFFILIATE RESALE RESTRICTION
TERMINATION DATE” MEANS THE LATER OF: (1) THE EARLIEST OF (A) THE DATE ON WHICH THIS SECURITY HAS BEEN SOLD TO A NON-AFFILIATE
OF THE COMPANY PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE
TIME OF SALE; (B) THE DATE ON WHICH THIS SECURITY HAS BEEN SOLD TO A NON-AFFILIATE OF THE COMPANY PURSUANT TO RULE 144 UNDER THE
SECURITIES ACT; AND (C) THE DATE ON WHICH THE HOLDER OF THIS SECURITY (X) HAS A “HOLDING PERIOD” (DETERMINED PURSUANT
TO RULE 144(d) UNDER THE SECURITIES ACT) OF AT LEAST ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE
SECURITIES ACT OR ANY SUCCESSOR THERETO AT SUCH TIME) AND (Y) IS NOT AN AFFILIATE OF THE COMPANY (AND HAS NOT BEEN AN AFFILIATE
OF THE COMPANY DURING THE THREE MONTHS IMMEDIATELY PRECEDING); AND (2) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE
LAW. IN DETERMINING WHETHER THE HOLDER OF THIS SECURITY (X) HAS A “HOLDING PERIOD” (DETERMINED PURSUANT TO RULE 144(d)
UNDER THE SECURITIES ACT) OF AT LEAST ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT
OR ANY SUCCESSOR THERETO AT SUCH TIME) OR (Y) IS AN AFFILIATE OF THE COMPANY (OR HAS BEEN AN AFFILIATE OF THE COMPANY DURING THE
THREE MONTHS IMMEDIATELY PRECEDING), 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 TO MAKE SUCH DETERMINATION.]


 




    	 	B-2