Exhibit 10.1


 


EXECUTION
VERSION


 


ENPHASE
ENERGY, INC.


 



$575,000,000 0% Convertible Senior Notes due 2026 



 


$575,000,000
0% Convertible Senior Notes due 2028


 


PURCHASE
AGREEMENT


 


February
24, 2021


 


Barclays
Capital Inc.

Bofa Securities,
Inc.

Goldman
Sachs & Co. LLC

As Representatives of the Several Purchasers


 


	c/o	Barclays
    Capital Inc.

    745 Seventh Avenue

    New York, New York 10019
	 	 
	c/o	BofA
    Securities, Inc.

    One Bryant Park

    New York, New York 10036
	 	 
	c/o	Goldman
    Sachs & Co. LLC

    200 West Street

    New York, New York 10282


 


Dear
Sirs:


 


1.       Introductory.
Enphase Energy, Inc., a Delaware corporation (“Company”), agrees with the several initial purchasers named
in Schedule A hereto (“Purchasers”), subject to the terms and conditions stated herein, to issue and sell to
the several Purchasers US$575,000,000 principal amount of its 0% Convertible Senior Notes due 2026 (the “2026 Firm Securities”)
and US$575,000,000 principal amount of its 0% Convertible Senior Notes due 2028 (the “2028 Firm Securities”
and, together with the 2026 Firm Securities, the “Firm Securities”), and also proposes to grant to the Purchaser
an option to purchase up to an additional U.S.$57,500,000 aggregate principal amount of its 0% Convertible Senior Notes due 2026
(the “2026 Option Securities”) and up to an additional U.S.$57,500,000 aggregate principal amount of its 0%
Convertible Senior Notes due 2028 (the “2028 Option Securities” and, together with the 2026 Option Securities,
the “Option Securities”), to be issued under certain indentures, dated as of the Closing Date (each, an “Indenture”
and collectively, the “Indentures”), between the Company and U.S. Bank National Association, as Trustee (the
 “Trustee”). The Firm Securities and the Option Securities which the Purchasers may elect to purchase pursuant
to Section 3 hereof are herein collectively called the “Offered Securities.” The Offered Securities will
be convertible into cash, shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”),
or a combination of cash and Common Stock, at the Company’s election, as set forth in the Final Offering Memorandum (as
defined below).


 






    


     


    

 


In
connection with the offering of the Offered Securities, the Company and certain of the Purchasers or their respective affiliates
(the “Call Spread Counterparties”) are entering into a convertible note hedge transactions pursuant to convertible
note hedge confirmations (the “Base Bond Hedge Confirmations”) and warrant transactions pursuant to warrant
confirmations (the “Base Warrant Confirmations”), each dated the date hereof (the Base Bond Hedge Confirmations
and the Base Warrant Confirmations, collectively, the “Base Call Spread Confirmations”), and in connection
with the issuance of any Option Securities, the Company and the Call Spread Counterparties may enter into additional convertible
note hedge transactions pursuant to additional convertible note hedge confirmations (the “Additional Bond Hedge Confirmations”)
and additional warrant transactions pursuant to additional warrant confirmations (the “Additional Warrant Confirmations”),
each to be dated the date of the exercise by the Purchasers of their option to purchase such Option Securities pursuant to Section
3 hereof (the Additional Bond Hedge Confirmations and the Additional Warrant Confirmations, collectively, the “Additional
Call Spread Confirmations” and together with the Base Call Spread Confirmations, the “Call Spread Confirmations”).


 


2.       Representations
and Warranties of the Company. The Company represents and warrants to, and agrees with, the several Purchasers that:


 


(a)       Offering
Memoranda; Certain Defined Terms. The Company has prepared or will prepare the Preliminary Offering Memorandum and the Final
Offering Memorandum.


 


For
purposes of this Agreement:


 


“Applicable
Time” means 9:30 PM (Pacific time) on the date of this Agreement.


 


“Additional
Closing Date” has the meaning set forth in Section 3 hereof.


 


“Closing
Date” has the meaning set forth in Section 3 hereof.


 


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


 


“Exchange
Act” means the United States Securities Exchange Act of 1934, as amended.


 


“Exchange
Act Reports” means the Company’s Annual Report on Form 10-K most recently filed with the Commission and all subsequent
reports (including exhibits to the extent incorporated by reference as set forth below) filed by the Company under the Exchange
Act, including pursuant to Section 13(a) or 15(d) thereof and which are incorporated by reference in the Preliminary Offering
Memorandum, the Final Offering Memorandum or any Free Writing Communication, as applicable. 


 






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“Final
Offering Memorandum” means the final offering Memorandum relating to the Offered Securities to be offered by the Purchasers
that discloses the offering price and other final terms of the Offered Securities and is dated as of the date of this Agreement
(even if finalized and issued subsequent to the date of this Agreement), including the Exchange Act Reports and any other information
incorporated by reference therein.


 


“Free
Writing Communication” means a written communication (as such term is defined in Rule 405) that constitutes an offer
to sell or a solicitation of an offer to buy the Offered Securities and is made by means other than the Preliminary Offering Memorandum
or the Final Offering Memorandum, including the Exchange Act Reports.


 


“General
Disclosure Package” means the Preliminary Offering Memorandum together with any Issuer Free Writing Communication existing
at the Applicable Time and the information in which is intended for general distribution to prospective investors, as evidenced
by it being specified in Schedule B hereto.


 


“General
Solicitation” means any offer to sell or solicitation of an offer to buy the Offered Securities by any form of general
solicitation or advertising (as those terms are used in Regulation D under the Securities Act).


 


“Issuer
Free Writing Communication” means a Free Writing Communication prepared by or on behalf of the Company, used or referred
to by the Company or containing a description of the final terms of the Offered Securities or of their offering, in the form retained
in the Company’s records.


 


“Preliminary
Offering Memorandum” means the preliminary offering memorandum, dated February 24, 2021, relating to the Offered Securities
to be offered by the Purchasers, including the Exchange Act Reports and any other information incorporated by reference therein.


 


“Rules
and Regulations” means the rules and regulations of the Commission.


 


“Securities
Act” means the United States Securities Act of 1933, as amended.


 


“Securities
Laws” means, collectively, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the
Securities Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices
applicable to auditors of “issuers” (as defined in the Sarbanes-Oxley Act) promulgated or approved by the Public
Company Accounting Oversight Board and, as applicable, the rules of The Nasdaq Stock Market LLC (“Exchange
Rules”).


 


“Significant Subsidiary” has the meaning set forth in Article 1, Rule 1-02 of Regulation S-X promulgated by the Commission,
but excludes Enphase Energy S.r.l.


 


“Supplemental
Marketing Material” means any Issuer Free Writing Communication other than any Issuer Free Writing Communication specified
in Schedule B hereto. Supplemental Marketing Materials include, but are not limited to, any Issuer Free Writing Communication
listed on Schedule C hereto.


 






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“Warrant
Shares” has the meaning set forth in Section 2(g) hereof.


 


“Underlying
Shares” shall mean shares of the Common Stock into which the Offered Securities are convertible.


 


Unless
otherwise specified, a reference to a “rule” is to the indicated rule under the Securities Act.


 


(b)       Disclosure.
As of its date, the Final Offering Memorandum does not, and as of the Closing Date and the Additional Closing Date, as the case
may be, the Final Offering Memorandum will not, include any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
At the Applicable Time, neither (i) the General Disclosure Package, nor (ii) any General Solicitation that is not a Free Writing
Communication, made by the Company or by any Purchaser with the consent of the Company, nor (iii) individual Supplemental Marketing
Material, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted
to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading. The preceding two sentences do not apply to statements in or omissions from the Preliminary Offering
Memorandum or Final Offering Memorandum, the General Disclosure Package, any General Solicitation or any Supplemental Marketing
Material based upon written information furnished to the Company by any Purchaser through the Representatives specifically for
use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof. Except
as disclosed in the General Disclosure Package, on the date of this Agreement, the Exchange Act Reports which have been filed
by the Company with the Commission or sent to stockholders pursuant to the Exchange Act and incorporated by reference in the Preliminary
Offering Memorandum or the Final Offering Memorandum do not include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Such documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange
Act and the Rules and Regulations thereunder.


 


(c)       Good
Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the
State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described
in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation and is in good standing
in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification,
except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on assets,
business, operations, earnings,  properties, condition (financial or otherwise), prospects, stockholders’ equity
(as set forth on the Company’s most recent balance sheet included in the Exchange Act Reports) or results of operations
of the Company and its subsidiaries taken as a whole, or prevent the consummation of the transactions contemplated hereby (a “Material
Adverse Effect”).


 






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(d)       Subsidiaries.
Each Significant Subsidiary of the Company has been duly incorporated and is existing and in good standing under the laws of the
jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business
as described in the General Disclosure Package (in each case to the extent such concepts (or functional equivalents) are applicable
in the jurisdiction of organization of any such Significant Subsidiary); and each Significant Subsidiary of the Company is duly
qualified to do business as a foreign corporation and is in good standing in all other jurisdictions (in each case to the extent
such concepts (or functional equivalents) are applicable in the jurisdiction of organization of any such Significant Subsidiary)
in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that
the failure to be so qualified or be in good standing would not have a Material Adverse Effect; all of the issued and outstanding
capital stock of each Significant Subsidiary of the Company has been duly authorized and validly issued and is fully paid and
non-assessable (in each case to the extent such concepts (or functional equivalents) are applicable in the jurisdiction of organization
of any such Significant Subsidiary); and, except as described otherwise in the General Disclosure Package or the Final Offering
Memorandum, the capital stock of each Significant Subsidiary owned by the Company, directly or through subsidiaries, is owned
free from liens, encumbrances and defects.


 


(e)       Indentures.
The Indentures have been duly authorized by the Company; the Offered Securities have been duly authorized by the Company; and
when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, the Indentures will have
each been duly executed and delivered, such Offered Securities will have been duly executed, authenticated, issued and delivered,
such Offered Securities will conform to the description thereof contained in the General Disclosure Package, the Final Offering
Memorandum and the applicable Indenture and such Offered Securities will constitute valid and legally binding obligations of the
Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general
equity principles, and entitled to the benefits provided by the applicable Indenture. 







 


(f)       Offered
Securities. When the Offered Securities are delivered and paid for in accordance with this Agreement on the Closing Date,
such Offered Securities will be convertible into the Underlying Shares in accordance with the terms of the applicable Indenture
and the Offered Securities; the maximum number of Underlying Shares initially issuable upon conversion of such Offered Securities
(including the maximum number of additional shares of Common Stock as may be issuable upon conversion as a result of the increase
in the Conversion Rate (as such term is defined in the applicable Indenture) in connection with a Make-Whole Fundamental Change
(as such term is  defined in the applicable Indenture) or a redemption and assuming (x) the Company elects, upon each
conversion of the Offered Securities, to deliver solely shares of Common Stock, other than cash in lieu of any fractional shares,
in settlement of each such conversion and (y) the Purchasers exercise their option to purchase the Option Securities in full)
(the “Conversion Shares”) have been duly authorized and reserved for issuance upon such conversion and such
shares, when issued upon conversion of the Offered Securities in accordance with the terms of the applicable Indenture and the
Offered Securities, will conform in all material respects to the description of the Underlying Shares contained in the General
Disclosure Package and the Final Offering Memorandum; the authorized equity capitalization of the Company is as set forth in the
General Disclosure Package; all outstanding shares of capital stock of the Company are, and when the Underlying Shares have been
issued upon conversion of the Offered Securities in accordance with the terms of the applicable Indenture and the Offered Securities,
the Underlying Shares will be, validly issued, fully paid and non-assessable; the stockholders of the Company have no preemptive
rights with respect to the issuance by the Company of the Offered Securities or the Underlying Shares, and none of the outstanding
shares of capital stock of the Company have been issued by the Company in violation of any preemptive or similar rights of any
security holder.


 






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(g)       Warrant
Shares. Upon issuance and delivery of the warrants evidenced by the Base Warrant Confirmations and any Additional Warrant
Confirmations, such warrants will be exercisable by the holder thereof for shares of Common Stock in accordance with the terms
of the Base Warrant Confirmations and any Additional Warrant Confirmations; the maximum number of shares of Common Stock issuable
upon exercise of the warrants evidenced by the Base Warrant Confirmations and any Additional Warrant Confirmations (the “Warrant
Shares”) have been duly authorized and reserved and, when and to the extent issued upon exercise of such warrants in
accordance with the terms of such warrants, will be validly issued, fully paid and non-assessable, and the issuance of any Warrant
Shares will not be subject to any preemptive or similar rights.


 


(h)       No
Finder’s Fee. Except as disclosed in the General Disclosure Package, there are no contracts, agreements or understandings
between the Company and any person that would give rise to a valid claim against the Company or any Purchaser for a brokerage
commission, finder’s fee or other like payment in connection with this offering.


 


(i)       Absence
of Further Requirements. No consent, approval, authorization, or order of, or filing or registration with, any person (including
any governmental agency or body or any court) is required to be obtained or made by the Company for (i) the consummation of the
transactions contemplated by this Agreement, the Indentures or the Call Spread Confirmations in connection with the offering,
(ii) the issuance and sale of the Offered Securities and Underlying Shares by the Company, (iii) the issuance and sale of the
warrants evidenced by the Base Warrant Confirmations and any Additional Warrant Confirmations (including any issuance of the Warrant
Shares upon exercise thereof) or (iv) the consummation by the Company of any of the other transactions contemplated by this
Agreement, in each case, except a Current Report on Form 8-K to be filed with the Commission, such as have been obtained or made,
and such as may be required under state securities laws.


 






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(j)       Title
to Property. The Company and each of its Significant Subsidiaries have good and marketable title to all personal property
owned by them (excluding Intellectual Property except to the extent otherwise covered in this Agreement) that are material to
the businesses of the Company or such Significant Subsidiary, in each case free and clear of all liens, encumbrances and claims,
except as described in the General Disclosure Package or the Final Offering Memorandum, and except those that (i) do not materially
affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by
the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect. Any personal property described in the General Disclosure Package or the Final Offering Memorandum as
being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, with only
such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business
as conducted by them. Neither the Company nor any of its Significant Subsidiaries owns any real property.


 


(k)       Absence
of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indentures and this Agreement
by the Company and the issuance and sale of the Offered Securities and Underlying Shares and compliance with the terms and provisions
thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment
Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws of the Company or any of its Significant
Subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign,
having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any agreement or instrument
to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which
any of the properties of the Company or any of its subsidiaries is subject, except in the case of clauses (ii) and (iii) for any
breach, violation, default, lien, charge or encumbrance for which waivers or consents have been obtained as of the Applicable
Time or that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; a “Debt
Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would
give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf)
the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of
its subsidiaries. 




 


(l)       Absence
of Existing Defaults and Conflicts. Neither the Company nor any of its Significant Subsidiaries is (i) in violation of its
charter or by-laws or similar organizational documents; (ii) in default, and no event or condition has occurred that with  the
giving of notice or lapse of time would cause the Company or any of its Subsidiaries to be in default, under any existing obligation,
agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other similar agreement
or instrument to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant
Subsidiaries is bound or to which any of the property or assets of the Company or any of its Significant Subsidiaries are subject;
or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental
or regulatory authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default that would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge,
no other party under any material contract or other agreement to which it or any of its Significant Subsidiaries is a party is
in default in any respect thereunder where such default would have a Material Adverse Effect.


 






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(m)       Authorization
of Agreement. This Agreement has been duly authorized, executed and delivered by the Company.


 


(n)       Authorization
of Call Spread Confirmations. The Base Call Spread Confirmations have been duly authorized, executed and delivered by the
Company and are enforceable against the Company in accordance with their terms, and any Additional Call Spread Confirmations will,
on or prior to the date such Additional Call Spread Confirmations are entered into, have been duly authorized, executed and delivered
by the Company and each will be enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’
rights and to general equity principles.


 


(o)       Possession
of Licenses and Permits. The Company and each of its subsidiaries possess or have obtained, all licenses, certificates, consents,
orders, approvals, permits and other authorizations issued by the appropriate federal, state, local or foreign governmental or
regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective
businesses as currently conducted, as described in the General Disclosure Package or the Final Offering Memorandum (the “Permits”),
except where such failure would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Neither the Company nor any of its subsidiaries have received written notice of any proceeding relating to revocation or modification
of any such Permit or has any reason to believe that such Permit will not be renewed in the ordinary course, except where the
failure to obtain any such renewal would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 


(p)       Absence
of Labor Dispute. No material labor dispute with the employees of the Company or any of its Significant Subsidiaries exists,
except as described in the General Disclosure Package, or, to the knowledge of the Company, is imminent; and the Company is not
aware of any existing, threatened or imminent labor disturbance by the  employees of any of its principal suppliers,
manufacturers or contractors that would reasonably be expected to have a Material Adverse Effect.


 






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(q)       Intellectual
Property. To its knowledge, the Company and its Significant Subsidiaries own or possess adequate rights to use all patents,
patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service
mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary
or confidential information, systems or procedures) (collectively, the “Intellectual Property”), necessary
for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own
or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect; neither the Company nor any of its Significant Subsidiaries have received any written notice
of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict,
if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s
knowledge, threatened judicial proceedings or interference proceedings against the Company or its Significant Subsidiaries challenging
the Company’s or its Significant Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s
or its Significant Subsidiaries’ owned material patents, patent applications or proprietary information; to the Company’s
knowledge, no other entity or individual has any right or claim in any of the Company’s or its Significant Subsidiaries’
owned material patents, patent applications or any patent to be issued therefrom by virtue of any contract, license or other agreement
entered into between such entity or individual and the Company or a Significant Subsidiary or by any non-contractual obligation
of the Company or a Significant Subsidiary, other than by written licenses granted by the Company or a Significant Subsidiary
and other than such rights or claims that would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect; the Company and its Subsidiaries have not received any written notice of any claim challenging the rights of the
Company or a Significant Subsidiary in or to any Intellectual Property owned, licensed or optioned by the Company or such Significant
Subsidiary which claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.


 


(r)       Cybersecurity.
Except as would not, individually or in the aggregate, result in a Material Adverse Effect (i) there has been no security breach
or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s or its Significant Subsidiaries’
information technology and computer systems, networks, hardware, software, data and databases (including the data and information
of its customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company, and any
such data processed or stored by third parties on behalf of the Company), equipment or technology (collectively, the “IT
Systems and Data”); (ii) neither the Company nor any of its Significant Subsidiaries has been notified of, or has knowledge
of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise
to its IT Systems and Data; (iii) the Company and its Significant Subsidiaries have implemented commercially  reasonable
controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy
and security of the IT Systems and Data consistent with industry standards and practices, or as required by applicable regulatory
standards; (iv) the Company and its Significant Subsidiaries are presently in material compliance with all internal and external
privacy policies, contractual obligations, applicable laws or statutes and all judgments, orders, rules and regulations of any
court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations, in each case relating
to the privacy and security of any IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use,
access, misappropriation or modification; and (v) there is no pending or, to the knowledge of the Company, threatened action,
suit or proceeding by or before any court, arbitrator or governmental or regulatory authority alleging non-compliance with the
foregoing.


 






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(s)       Environmental
Laws. The Company and its Significant Subsidiaries (i) are in compliance with any and all applicable federal, state, local
and foreign laws, rules, regulations, decisions and orders relating to the protection of human health and safety, the environment
or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”);
(ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental
Laws to conduct their respective businesses as described in the General Disclosure Package and the Final Offering Memorandum;
and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or
release of hazardous or toxic substances or wastes, pollutants or contaminants, except, in the case of any of clauses (i), ((ii)
or (iii) above, for any such failure to comply or failure to receive required permits, licenses, other approvals or liability
as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(t)       Accurate
Disclosure. The statements in the General Disclosure Package and the Final Offering Memorandum under the headings “Certain
U.S. Federal Income Tax Considerations,” “Description of Notes” and “Description of Capital Stock,”
insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are in all material
respects accurate and fair summaries of such legal matters, agreements, documents or proceedings and present the information required
to be shown.


 


(u)       Absence
of Manipulation. The Company has not taken, directly or indirectly, any action that is designed to or that has constituted
or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of the Common Stock
or any other security of the Company to facilitate the sale or resale of the Offered Securities; provided, however,
that no representation is made with regard to any actions of the Purchasers.


 


(v)       Statistical
and Market-Related Data. Nothing has come to the attention of the Company that has caused the Company to believe that the
statistical and market-related data included or incorporated by reference in each of the General Disclosure Package and the
Final Offering Memorandum is not based on or derived from sources that are reliable and accurate in all material respects.


 






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(w)
      Internal Controls and Compliance with the Sarbanes-Oxley Act.


 


(i)
        The Company maintains a system of internal accounting controls designed to provide reasonable
assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles
in the United States (“GAAP”) and to maintain asset accountability; (iii) access to assets is permitted only
in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s
internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal
control over financial reporting. Since the date of the latest audited financial statements of the Company included in the General
Disclosure Package and the Final Offering Memorandum, there has been no change in the Company’s internal control over financial
reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over
financial reporting (other than as set forth in the General Disclosure Package and the Final Offering Memorandum). The Company
has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) that comply with the requirements
of the Exchange Act.


 


(ii)
        There is and has been no failure on the part of the Company or, to the knowledge of
the Company, any of the Company’s directors or officers, in their capacities as such, to materially comply with any applicable
provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder. Each of the principal executive officer
and the principal financial officer of the Company (or each former principal executive officer of the Company and each former
principal financial officer of the Company as applicable) has made all certifications required by Sections 302 and 906 of the
Sarbanes-Oxley Act with respect to all reports, schedules, forms, statements and other documents required to be filed by it or
furnished by it to the Commission during the past 12 months. For purposes of the preceding sentence, “principal executive
officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley
Act. 







 


(x)
        Legal and Governmental Proceedings. Except as described in the General
Disclosure Package and the Final Offering Memorandum (including the Exchange Act Reports), there are no legal, governmental
or regulatory actions, suits or proceedings pending, nor, to the Company’s knowledge, any legal, governmental or
regulatory investigations, to which the Company or any of its subsidiaries is a party or to which any property of the Company
or any of its subsidiaries is the subject that, individually or in the aggregate, if determined adversely to the Company or
any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect or materially and adversely affect
the ability of the Company to perform its obligations under this Agreement; to the Company’s knowledge, no such
actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by
others that, individually or in the aggregate, if determined adversely to the Company or any of its Subsidiaries, would
reasonably be expected to have a Material Adverse Effect; and there are no current or pending legal, governmental or
regulatory actions, suits or proceedings or, to the Company’s knowledge, investigations that would be required under
the Securities Act to be described in the General Disclosure Package and the Final Offering Memorandum if the offer and sale
of the Offered Securities and Underlying Securities were registered under the Securities Act that are not so described in the
General Disclosure Package and the Final Offering Memorandum (including the Exchange Act Reports).


 






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(y)
        Financial Statements. The consolidated financial statements of the Company included
or incorporated by reference in the General Disclosure Package and the Final Offering Memorandum, together with the related notes
and schedules, present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries
as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’ equity of
the Company and its subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal year-end audit
adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable,
and in conformity with GAAP applied on a consistent basis (except for such adjustments to accounting standards and practices as
are noted therein and except in the case of unaudited financial statements to the extent they may exclude footnotes or may be
condensed or summary statements) during the periods involved; the other financial and statistical data with respect to the Company
and its subsidiaries contained or incorporated by reference in the General Disclosure Package and the Final Offering Memorandum
are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of
the Company; there are no financial statements (historical or pro forma) that would be required to be included or incorporated
by reference in the General Disclosure Package and the Final Offering Memorandum if the offer and sale of the Offered Securities
and the Underlying Securities were registered under the Securities Act that are not included or incorporated by reference in the
General Disclosure Package and the Final Offering Memorandum; and the Company and its subsidiaries do not have any material liabilities
or obligations, direct or contingent (including any off-balance sheet obligations), not described in the General Disclosure Package
and the Final Offering Memorandum. 







 


(z)
        No Material Adverse Change in Business. Since the date of the most recent
financial statements of the Company included or incorporated by reference in the General Disclosure Package and the Final
Offering Memorandum, there has not been (i) any Material Adverse Effect, (ii) any transaction which is material to the
Company and its subsidiaries taken as a whole, (iii) any obligation or liability, direct or contingent (including any
off-balance sheet obligations), incurred by the Company or any Significant Subsidiary, which is material to the Company and
its subsidiaries taken as a whole, (iv) any material change in the capital stock (other than (A) the grant of additional
stock awards under the Company’s existing equity incentive plans or employee stock purchase plan disclosed in the
Exchange Act Reports, (B) changes in the number of outstanding shares of Common Stock of the Company due to the issuance of
shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the
date hereof, (C) as a result of the issuance or conversion of the Offered Securities or (D) otherwise publicly announced) or
outstanding long-term indebtedness of the Company or any of its Significant Subsidiaries or (v) any dividend or distribution
of any kind declared, paid or made on the capital stock of the Company or any such Significant Subsidiary, other than in each
case above (1) in the ordinary course of business, in the case of any such Significant Subsidiary or (2) as otherwise
disclosed in the General Disclosure Package and the Final Offering Memorandum.


 






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(aa)    
 Investment Company Act. Neither the Company nor any of its Significant Subsidiaries is or, after giving effect to the
offer and sale of the Offered Securities and the transactions contemplated by the Call Spread Confirmations, will be an “investment
company” or an entity “controlled” by an “investment company,” as such terms are defined in the
Investment Company Act of 1940, as amended (the “Investment Company Act”).


 


(bb)
    Tax Matters. The Company and each of its Significant Subsidiaries have filed all federal, state,
local and foreign tax returns which have been required to be filed or has requested extensions thereof, except where the failure
to file would not, individually or in the aggregate, have a Material Adverse Effect, and paid all taxes required to be paid thereon
(except for cases in which the failure to pay would not have a Material Adverse Effect, or, except as currently being contested
in good faith and for which reserves required by U.S. GAAP have been created in the financial statements of the Company). No tax
deficiency has been determined adversely to the Company or any of its Significant Subsidiaries which has had, or would reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has no knowledge of any federal,
state or other governmental tax deficiency, penalty or assessment which has been asserted or threatened against it which would
have a Material Adverse Effect.


 


(cc)
     No Unlawful Payments. Neither the Company nor, to the Company’s knowledge, any director,
officer, employee, agent, affiliate or representative of the Company, has taken or, with respect to the Company, will take any
action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property,
gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee
of a government or government-owned or controlled entity or of a public international organization, or any person acting in an
official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political
office) to influence official action or secure an improper advantage; and the Company has conducted its business in compliance
with applicable anti-corruption laws and has instituted and maintained and will continue to maintain policies and procedures
designed to promote and achieve compliance with such laws and with the representation and warranty contained herein.


 






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(dd)
        Compliance with Anti-Money-Laundering Laws. The operations of the Company and its subsidiaries are
and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements,
including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes
of jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related
or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money
Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company or its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the
best knowledge of the Company, threatened.


 


(ee)
         Compliance with Sanctions. (i) Neither the Company nor any of its Subsidiaries (collectively,
the “Entity”) or, to the Company’s knowledge, any director, officer, employee, agent, affiliate or representative
of the Entity, is a government, individual, or entity (in this Section 2(ee), “Person”) that is, or is owned
or controlled by a Person that is:


 


(A)
        currently the subject of any sanctions administered or enforced by the U.S. Department
of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s
Treasury, the Swiss Secretariat of Economic Affairs or other relevant sanctions authority (collectively, “Sanctions”),
nor


 


(B)
         located, organized or resident in a country or territory that is the subject of
Sanctions.


 


(ii)
        The Company represents and covenants that the Entity will not, directly or indirectly,
knowingly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint
venture partner or other Person:


 


(A)
         to fund or facilitate any activities or business of or with any Person or in any
country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or


 


(B)
         in any other manner that will result in a violation of Sanctions by any Person
(including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).


 


(iii)
       The Company represents and covenants that, except as detailed in the General Disclosure Package
and the Final Offering Memorandum, for the  past five years, the Entity has not knowingly engaged in and is not now
knowingly engaged in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing
or transaction is or was the subject of Sanctions.


 






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(ff)
          No Rated Securities. There are no debt securities or preferred stock of, or guaranteed by, the Company that are rated
by a “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange
Act.


 


(gg)
        Insurance. Except as described in the General Disclosure Package and the Final Offering Memorandum, the Company and
each of its Significant Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as the Company
and each of its Significant Subsidiaries reasonably believe are adequate for the conduct of their business, as customary for companies
of similar size engaged in similar businesses in similar industries.


 


(hh)
        Class of Securities Not Listed. No securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities
Act) as the Offered Securities are listed on any national securities exchange registered under Section 6 of the Exchange Act or
quoted in a U.S. automated inter-dealer quotation system.


 


(ii)
           No Registration. The offer and sale of the Offered Securities by the Company
to the several Purchasers and the initial resale of the Offered Securities by the several Purchasers in the manner contemplated
by the Offering Memorandum will be exempt from the registration requirements of the Securities Act; and it is not necessary to
qualify the Indentures under the United States Trust Indenture Act of 1939, as amended. Upon any qualification of the Indentures
under the Trust Indenture Act, the Indentures will comply in all material respects with the requirements of the Trust Indenture
Act.


 


(jj)
           General Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has
(i) within the six-month period prior to the date hereof, offered or sold in the United States or to any U.S. person (as such
terms are defined in the Securities Act) the Offered Securities or any security of the same class or series as the Offered Securities
or (ii) offered or will offer or sell the Offered Securities by means of any General Solicitation that is not a Free Writing Communication
other than General Solicitations listed on Schedule B hereto or those made with the prior written consent of the Representatives.
The Company has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered
Securities except for this Agreement.


 


(kk)
         Reporting Status. The Company is subject to Section 13 or 15(d) of the Exchange Act. 







 


(ll)
           Solvency. Immediately after the consummation of the issuance of the Offered Securities and the transactions contemplated
by the Call Spread Confirmations, the Company will be Solvent. As used in this paragraph, the term “Solvent” means,
with respect to a particular date, that on such date (i) the present fair market value (or present  fair saleable value)
of the assets of the Company are not less than the total amount required to pay the probable liabilities of the Company on its
total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) the Company
is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature
and become due in the normal course of business, (iii) assuming the sale of the Offered Securities as contemplated by this Agreement,
the General Disclosure Package and the Final Offering Memorandum, the Company is not incurring debts or liabilities beyond its
ability to pay as such debts and liabilities mature, (iv) the Company is not engaged in any business or transaction, and is not
about to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving
due consideration to the prevailing practice in the industry in which the Company is engaged, and (v) the Company is not a defendant
in any civil action that would result in a judgment that the Company is or would become unable to satisfy. In computing the amount
of such contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in the light
of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual
or matured liability.


 






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(mm)       Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act) included in the General Disclosure Package or the Final Offering Memorandum has been made or reaffirmed without a reasonable
basis or has been disclosed other than in good faith.


 


3             Purchase,
Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the
terms and conditions set forth herein, (a) the Company agrees to sell to the several Purchasers, and each of the Purchasers agrees,
severally and not jointly, to purchase from the Company, at a purchase price of (i) 98.5% of the principal amount thereof in the
case of the 2026 Firm Securities, plus accrued interest, if any, from March 1, 2021 to the Closing Date, and (ii) 98.5% of the
principal amount thereof in the case of the 2028 Firm Securities, plus accrued interest, if any, from March 1, 2021 to the Closing
Date, in each case the respective principal amounts of the Firm Securities set forth opposite the names of the several Purchasers
in Schedule A hereto, and (b) in the event and to the extent that the Purchasers shall exercise the election to purchase Option
Securities as provided below, the Company agrees to issue and sell to each of the Purchasers, and each of the Purchasers agrees,
severally and not jointly, to purchase from the Company, at the same applicable purchase price set forth in clause (a) of this
Section 3, that portion of the aggregate principal amount of the applicable Option Securities as to which such election shall
have been exercised (to be adjusted by the Representatives so as to eliminate fractions of $1,000), determined by multiplying
such aggregate principal amount of applicable Option Securities by a fraction, the numerator of which is the maximum aggregate
principal amount of applicable Option Securities that such Purchaser is entitled to purchase as set forth opposite the name of
such Purchaser in Schedule A hereto and the denominator of which is the maximum aggregate principal amount of applicable Option
Securities that all of the Purchasers are entitled to purchase hereunder.  


 






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The
Company hereby grants to the Purchasers the right to purchase at their election (i) up to US$57,500,000 aggregate principal amount
of 2026 Option Securities, at the purchase price set forth in clause (a) of the first paragraph of this Section 3, to the extent
that the Purchasers sell in excess of the aggregate principal amount of 2026 Firm Securities, and (ii) up to US$57,500,000 aggregate
principal amount of 2028 Option Securities, at the purchase price set forth in clause (a) of the first paragraph of this Section
3, to the extent that the Purchasers sell in excess of the aggregate principal amount of 2028 Firm Securities, in each case, for
the sole purpose of covering over-allotments, if any. Any such election to purchase Option Securities may be exercised by written
notice from the Representatives to the Company, given within a period of 13 calendar days after the date of this Agreement, setting
forth the aggregate principal amount of Option Securities to be purchased and the date on which such Option Securities are to
be delivered, as determined by the Representatives but in no event earlier than the Closing Date (as defined below) or, unless
the Representatives and the Company otherwise agree in writing, earlier than one or later than 10 business days after the date
of such notice.


 


The
Company will deliver the Offered Securities to or as instructed by the Representatives for the accounts of the several Purchasers
in a form reasonably acceptable to the Representatives against payment of the purchase price by the Purchasers in Federal (same
day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the
office of Davis Polk & Wardwell, LLP, 1600 El Camino Real, Menlo Park, California 94025. The time and date of such delivery
and payment shall be, with respect to the Firm Securities, at 10:00 a.m., New York time, on March 1, 2021, or at such other time
not later than seven full business days thereafter as the Representatives and the Company determine. The time and date of such
delivery and payment shall be, with respect to the Option Securities, 10:00 a.m., New York time, on the date specified in the
written notice given by Representatives of the Purchasers’ election to purchase such Option Securities, or such other
time and date as the Representatives and the Company may agree upon in writing. Such time and date for delivery of the Firm Securities
are herein called the “Closing Date,” such time and date for delivery of the Option Securities, if not the
Closing Date, are herein called the “Additional Closing Date.” For purposes of Rule 15c6-1 under the Exchange
Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds
and delivery of securities for all the Firm Securities sold pursuant to the offering. The Offered Securities so to be delivered
or evidence of their issuance will be made available for checking at the above office of Davis Polk & Wardwell LLP at least
24 hours prior to the Closing Date, with respect to the Firm Securities, and at least 24 hours prior to the Additional Closing
Date, with respect to the Option Securities.


 


4.       Representations
by Purchasers; Resale by Purchasers. (a) Each Purchaser severally represents and warrants to the Company that it is a qualified
institutional buyer within the meaning of Rule 144A under the Securities Act and it is an “accredited investor” within
the meaning of Regulation D under the Securities Act.


 






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(b)
        Each Purchaser severally acknowledges that the Offered Securities have not been registered
under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S.
persons except pursuant to an exemption from the registration requirements of the Securities Act. Each Purchaser  severally
represents and agrees that it has offered and sold the Offered Securities, and will offer and sell the Offered Securities only
in accordance with Rule 144A under the Securities Act. Accordingly, such Purchaser, its affiliates and all persons acting on its
or their behalf have complied and will comply with the offering restrictions requirements of Rule 144A under the Securities Act.


 


(c)
        Each Purchaser severally agrees that it and each of its affiliates has not entered and
will not enter into any contractual arrangement with respect to the distribution of the Offered Securities except for any such
arrangements with the other Purchasers or affiliates of the other Purchasers or with the prior written consent of the Company.


 


(d)
        Each Purchaser severally agrees that it and each of its affiliates will not offer or
sell the Offered Securities by means of any form of General Solicitation, other than a permitted communication listed on Schedule
B. Each Purchaser severally agrees, with respect to the initial resales made by such Purchaser in reliance on Rule 144A of any
of the Offered Securities, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale
a notice to the effect that the resale of such Offered Securities has been made in reliance upon the exemption from the registration
requirements of the Securities Act provided by Rule 144A thereunder.


 


5.       Certain
Agreements of the Company. The Company agrees with the several Purchasers that:


 


(a)
       Amendments and Supplements to Offering Memoranda. The Company will promptly advise the Representatives of any proposal
to amend or supplement the Preliminary Offering Memorandum or Final Offering Memorandum and will not effect any such amendment
or supplement to which the Representatives reasonably object; provided that the Company may effect any such amendment or
supplement constituting a filing under the Exchange Act that, in the opinion of counsel, is required by law. If, at any time prior
to the completion of the initial resale of the Offered Securities by the Purchasers, there occurs an event or development as a
result of which any document included in the Preliminary Offering Memorandum or Final Offering Memorandum, the General Disclosure
Package or any Supplemental Marketing Material, if republished immediately following such event or development, included or would
include an untrue statement of a material fact or omitted or would omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading, the Company promptly will
notify the Representatives of such event and promptly will prepare and furnish, at its own expense, to the Purchasers and to any
dealers at the request of the Representatives, an amendment or supplement which will correct such statement or omission. Neither
the Representatives’ consent to, nor the Purchasers’ delivery to offerees or investors of, any such amendment or supplement
shall constitute a waiver of any of the conditions set forth in Section 7. 







 


(b)      
Furnishing of Offering Memoranda. The Company will furnish to the Representatives copies of the Preliminary Offering Memorandum,
each other document comprising a part of the General Disclosure Package, the Final Offering Memorandum, all amendments and
supplements to such documents and each item of Supplemental Marketing Material, in each case as soon as available and in such
quantities as the Representatives reasonably request. At any time when the Company is not subject to Section 13 or 15(d) of the
Exchange Act, the Company will promptly furnish or cause to be furnished, upon request of holders and prospective purchasers of
the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective
purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto)
in order to permit compliance with Rule 144A under the Securities Act in connection with resales by such holders of the Offered
Securities. The Company will pay the expenses of printing and distributing to the holders or prospective purchasers of the Offered
Securities all such documents.


 






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(c)
        General Solicitations. The Company will furnish to the Representatives any proposed
General Solicitation to be made by the Company or on its behalf before its use, and will not make or use any proposed General
Solicitation without the Representatives’ prior written consent.


 


(d)
        Blue Sky Qualifications. The Company will arrange for the qualification of the
Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as
the Representatives designate and will continue such qualifications in effect so long as required for the initial resale of the
Offered Securities by the Purchasers; provided, that, in connection therewith, the Company will not be required
to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction
in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise
so subject.


 


(e)
        Reporting Requirements. For so long as the Offered Securities remain outstanding,
the Company will furnish, upon request, to the Representatives and to each of the other Purchasers, as soon as practicable after
the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish, upon request,
to the Representatives (i) as soon as available, a copy of each report and any definitive proxy statement of the Company filed
with the Commission under the Exchange Act or mailed to stockholders, and (ii) from time to time, such other information concerning
the Company as the Representatives may reasonably request; provided, that, if the Representatives shall request
nonpublic confidential information, the Company shall only be required to provide the Representatives with such information if
the Representatives shall enter into a customary confidentiality agreement with the Company with respect thereto. However, so
long as the Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act and is
timely filing reports with the Commission on its Electronic Data Gathering, Analysis and Retrieval system, it is not required
to furnish such reports or statements to the Representatives or the Purchasers.


 






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(f)
        Transfer Restrictions. At any time when any Offered Securities are deemed “restricted
securities” under Rule 144, the Company will inform the Representatives, each of the other Purchasers and, upon request,
any holder of Offered Securities if any event has occurred that would result in additional interest being payable on such Offered
Securities under the terms of the applicable Indenture as a result of such securities not being “freely tradable”
(as defined in the applicable Indenture).


 


(g)
        No Resales by Affiliates. The Company will not, and will not permit any of its
 “controlled” affiliates (as defined in Rule 144) to, resell any of the Offered Securities that have been reacquired
by any of them, except for Offered Securities purchased by the Company or any such affiliates and resold in a transaction registered
under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act in a transaction
that results in such Offered Securities no longer being deemed “restricted securities” under Rule 144.


 


(h)
        Investment Company. During the period of one year after the Closing Date, the
Company will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is
or is required to be registered under Section 8 of the Investment Company Act.


 


(i)
        Payment of Expenses. The Company will pay all expenses incident to the performance
of its obligations under this Agreement and the Indentures, including but not limited to (i) the fees and expenses of the Trustee
and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial
delivery of the Offered Securities, the preparation and printing of this Agreement, the Offered Securities, the Indentures, the
Preliminary Offering Memorandum, any other documents comprising any part of the General Disclosure Package, the Final Offering
Memorandum, all amendments and supplements thereto, each item of Supplemental Marketing Material and any other document relating
to the issuance, offer, sale and delivery of the Offered Securities; (iii) the cost of any advertising approved in advance by
the Company in connection with the issue of the Offered Securities; (iv) any expenses (including fees and disbursements of counsel
to the Purchasers) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions
in the United States and Canada as the Representatives designate and the preparation and printing of memoranda relating thereto;
provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Purchasers pursuant
to this clause (iv) shall not exceed $10,000); (v) any fees charged by investment rating agencies for the rating of the Securities,
(vi) expenses incurred in distributing the Preliminary Offering Memorandum, any other documents comprising any part of the General
Disclosure Package, the Final Offering Memorandum (including any amendments and supplements thereto) and any Supplemental Marketing
Material to the Purchasers; (vii) any stamp or transfer taxes in connection with the original sale and issuance of the Offered
Securities and (viii) the cost of listing the Conversion Shares and the Warrant Shares in accordance with the rules of The Nasdaq
Stock Market LLC. The Company will also pay or reimburse the Purchasers (to the extent incurred by them) for costs and expenses
of the Purchasers and the Company’s officers and employees and any other expenses of the Purchasers and the Company
relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities
including, without limitation, any travel expenses of the Company’s officers and employees and any other expenses of the
Company. It is understood, however, that, except as provided in this Agreement, the Purchasers shall pay all of their own costs
and expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any of the Offered Securities
by them and any advertising expenses in connection with any offers they may make.


 






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(j)        Use
of Proceeds. The Company will use the net proceeds received in connection with this offering in the manner described in the
 “Use of Proceeds” section of the General Disclosure Package and, except as disclosed in the General Disclosure Package,
the Company does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding
debt owed to any affiliate of any Purchaser.


 


(k)       Absence
of Manipulation. In connection with the offering, until the Representatives shall have notified the Company and the other
Purchasers of the completion of the resale of the Offered Securities, which notice shall be promptly provided upon such completion,
neither the Company nor any of its controlled affiliates will, either alone or with one or more other persons, bid for or purchase
for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any
person to purchase any Offered Securities; and neither it nor any of its affiliates will make bids or purchases for the purpose
of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. 


 


(l)       Restriction
on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not,
directly or indirectly, take any of the following actions with respect to shares of its Common Stock or any securities
convertible into or exchangeable or exercisable for Common Stock (“Lock-Up Securities”): (i) offer, sell,
issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities; (ii) offer, sell, issue, contract to sell,
contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities; (iii) enter into any swap, hedge
or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities;
(iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up
Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement
under the Securities Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without
the prior written consent of Barclays Capital Inc. and BofA Securities, Inc., except (A) the issuance by the Company of the
Offered Securities to be sold hereunder or any Underlying Shares issued upon conversion thereof; (B) (i) entry into the Call
Spread Confirmations or the Company’s performance of its obligations thereunder or the issuance of any Common Stock
upon exercise and settlement or termination of the warrant transactions entered into pursuant to the Base Warrant
Confirmations or any Additional Warrant Confirmations or (ii) the Company’s performance of its obligations under the
call spread confirmations entered into by the Company on May 31, 2019, June 4, 2019 and March 4, 2020 or the issuance of any
Common Stock upon exercise and settlement of the warrant confirmations dated May 31, 2019, June 4, 2019 and March 4,
2020; (C) the issuances of shares of Common Stock upon the conversion of any of the Company’s outstanding 0.25%
convertible senior notes due 2025 (the “2025 Notes”), 1.00% convertible senior notes due 2024 (the “2024
Notes”) and 4.00% convertible senior notes due 2023; (D) the issuance by the Company of Lock-Up Securities upon the
exercise of an option or warrant, the vesting or settlement of any restricted stock units or other equity compensation awards
or the conversion of a security outstanding on the date hereof; (E) the grant of options, restricted stock units or other
equity compensation awards, including any time-based or performance-based awards, or the issuance of Lock-Up Securities by
the Company to employees, officers, directors, advisors or consultants of the Company in each case pursuant to equity
incentive, stock option, inducement award and employee stock purchase plans described in the General Disclosure Package and
the Final Offering Memorandum, and the issuance by the Company of any Lock-Up Securities upon the exercise, vesting or
settlement of such equity compensation awards; (F) the filing of any registration statement on Form S-8 in respect of any
equity compensation plans or arrangements maintained by the Company or (G) the issuances of shares of Common Stock in
connection with any repurchases or exchanges of the 2025 Notes and 2024 Notes and the unwinding of a corresponding portion of
the note hedge and warrant transactions we entered into concurrently with the issuance of the 2025 Notes and 2024 Notes. The
Company will not at any time directly or indirectly, take any action referred to in clauses (i) through (v) above with
respect to any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the
exemption afforded by Section 4(a)(2) of the Securities Act to cease to be applicable to the offer and sale of the Offered
Securities by the Company to the several Purchasers. The initial Lock-Up Period will commence on the date hereof and continue
for 90 days after the date hereof or such earlier date that the Representatives consent to in writing.


 






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(m)      Certification
Regarding Beneficial Owners of Legal Entity Customers. The Company will deliver to each Purchaser (or its agent), on the date
of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers,
together with copies of identifying documentation, and the Company undertakes to provide such additional supporting documentation
as each Purchaser may reasonably request in connection with the verification of the foregoing Certification.


 


(n)      Reservation
of Conversion Shares. The Company will reserve and keep available at all times, free of preemptive rights, a number of shares
of Common Stock equal to the number of Conversion Shares for the purpose of enabling the Company to satisfy all obligations to
issue any Underlying Shares upon conversion of the Offered Securities. The Company will use its best efforts to effect and maintain
the listing of the Conversion Shares on the Nasdaq Global Market. 




 


(o)      Reservation
of Warrant Shares. The Company will reserve and keep available at all times, free of preemptive rights, the Warrant Shares
for the purpose of enabling the Company to satisfy all obligations to issue any shares of Common Stock upon exercise of the
warrants evidenced by the Base Warrant Confirmation and any Additional Warrant Confirmation. The Company will use its best efforts
to cause the Warrant Shares to be listed on the Nasdaq Global Market.


 






     22


     


    

 


6.     Free
Writing Communications. (a) Issuer Free Writing Communications. The Company represents and agrees that, unless it obtains
the prior consent of the Representatives, and each Purchaser represents and agrees that, unless it obtains the prior consent of
the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would
constitute an Issuer Free Writing Communication.


 


(b)       Term
Sheets. The Company consents to the use by any Purchaser of a Free Writing Communication that (i) contains only (A) information
describing the preliminary terms of the Offered Securities or their offering or (B) information that describes the final terms
of the Offered Securities or their offering and that is included in the Final Offering Memorandum or (ii) does not contain any
material information about the Company or its securities that was provided by or on behalf of the Company, it being understood
and agreed that the Company shall not be responsible to any Purchaser for liability arising from any inaccuracy in such Free Writing
Communications referred to in clause (i) or (ii) as compared with the information in the Preliminary Offering Memorandum, the
Final Offering Memorandum or the General Disclosure Package.


 


7     Conditions
of the Obligations of the Purchasers. The obligations of the several Purchasers to purchase and pay for the Offered Securities
on the Closing Date or the Option Securities on the Additional Closing Date, as the case may be, will be subject to the accuracy
of the representations and warranties of the Company herein (as though made on the Closing Date or the Additional Closing Date,
as the case may be), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance
by the Company of its obligations hereunder and to the following additional conditions precedent:


 


(a)       Accountants’
Comfort Letters. The Representatives shall have received letters, dated, respectively, the date hereof and the Closing Date
or the Additional Closing Date, as the case may be, in form and substance satisfactory to the Purchasers, of Deloitte & Touche
LLP confirming that they are a registered public accounting firm and independent public accountants within the meaning of the
Securities Laws and containing statements and information of the type or identity included in accountant’s comfort letters
to underwriters with respect to the financial statements and certain financial information of the Company included or incorporated
by reference into the General Disclosure Package and the Final Offering Memorandum (except that, in any letter dated the Closing
Date or the Additional Closing Date, the specified date referred to therein shall be a date no more than three days prior to such
Closing Date or such Additional Closing Date, as the case may be). 




 


(b)       No
Material Adverse Change. Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i)
any change, or any development or event involving a prospective change, in the condition (financial or otherwise), results of
operations, business, properties or prospects of the Company which, in the judgment of the Representatives, is material and
adverse and makes it impractical or inadvisable to market the Offered Securities; (ii) any suspension or material limitation
of trading in securities generally on The New York Stock Exchange or The Nasdaq Global Market, or any setting of minimum or
maximum prices for trading on such exchange; (iii) any suspension of trading of any securities of the Company on any exchange
or in the over-the-counter market; or (iv) any major disruption of settlements of securities, payment, or clearance services
in the United States or any other country where such securities are listed.


 






     23


     


    

 


(c)       Lock-Up
Agreements. The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between Barclays Capital
Inc. and BofA Securities, Inc. and each executive officer (within the meaning of Rule 16a-1(f) under the Exchange Act) and director
of the Company and certain other stockholders of the Company relating to sales and certain other dispositions of shares of Common
Stock or certain other securities, delivered to the Representatives on or before the date hereof, shall be in full force and effect
on the Closing Date or Additional Closing Date, as the case may be.


 


(d)       Opinions
of Counsel for Company. The Representatives shall have received on the Closing Date or Additional Closing Date, as the case
may be, an opinion of Arnold & Porter Kaye Scholer LLP, outside counsel for the Company, together with a negative assurance
letter (which may, for the avoidance of doubt, be contained in the same document as the opinion), each dated the Closing Date
or Additional Closing Date, as the case may be, in the form agreed upon as of the date hereof.


 


(e)       Opinion
of Counsel for Purchasers. The Representatives shall have received on and as of the Closing Date or the Additional Closing
Date, as the case may be, an opinion of Davis Polk & Wardwell LLP, counsel for the Purchasers, with respect to such matters
as the Representatives may require, together with a negative assurance letter, each dated the Closing Date or the Additional Closing
Date, as the case may be, and the Company shall have furnished to such counsel such documents as they request for the purpose
of enabling them to pass upon such matters.


 


(f)       Officer’s
Certificate. The Representatives shall have received and as of the Closing Date or the Additional Closing Date, as the case
may be, a certificate, dated the Closing Date or the Additional Closing Date, as the case may be, of an executive officer of the
Company and a principal financial or accounting officer of the Company in which such officers shall state that: the representations
and warranties of the Company in this Agreement are true and correct; the Company has complied, in all material respects, with
all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date
or the Additional Closing Date, as the case may be, and that subsequent to the date of the most recent financial statements in
the General Disclosure Package, there has been no material adverse change, nor any development or event involving a prospective
material adverse change, in the condition (financial or otherwise), results of operations, business, properties or prospects of
the Company except as set forth in the General Disclosure Package or as described in such certificate.


 






     24


     


    

 





(g)       Listing.
A “Listing of Additional Shares Notification Form” relating to the Conversion Shares and the Warrant Shares shall
have been submitted to The Nasdaq Stock Market LLC, and the Company shall have received confirmation from The Nasdaq Stock
Market LLC that it has completed its review of such form.


 


The
Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the
Representatives reasonably request. The Representatives may in their sole discretion waive on behalf of the Purchasers compliance
with any conditions to the obligations of the Purchasers hereunder.


 


8.     Indemnification
and Contribution.


 


(a)        Indemnification
of Purchasers. The Company will indemnify and hold harmless each Purchaser, its partners, members, directors, officers, employees,
agents, affiliates and each person, if any, who controls such Purchaser within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages
or liabilities, joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act,
other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained
in the Preliminary Offering Memorandum or the Final Offering Memorandum, in each case as amended or supplemented, any Issuer Free
Writing Communication, any General Solicitation made by the Company (including, in each case, the Exchange Act Reports, as applicable),
or arise out of or are based upon the omission or alleged omission of a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, and will reimburse each Indemnified Party for any
legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating, preparing or defending
against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified
Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect
to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any
such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged
untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Purchaser through the Representatives specifically for use therein, it being understood
and agreed that the only such information furnished by any Purchaser consists of the information described as such in subsection
(b) below. 




 


(b)       Indemnification
of Company. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors
and each of its officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act (each, a “Purchaser Indemnified Party”), against any losses, claims,
damages or liabilities to which such Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange
Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in the Preliminary Offering Memorandum or the Final Offering Memorandum, in each case as amended or
supplemented, any Issuer Free Writing Communication, or arise out of or are based upon the omission or the alleged omission
of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by
such Purchaser through the Representatives specifically for use therein, and will reimburse any legal or other expenses
reasonably incurred by such Purchaser Indemnified Party in connection with investigating, preparing or defending against any
such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such
Purchaser Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or
omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that
the only such information furnished by any Purchaser consists of the following information in the Preliminary Offering
Memorandum and the Final Offering Memorandum furnished on behalf of each Purchaser: the information contained in the tenth
paragraph under the caption “Plan of Distribution”; provided, however, that the Purchasers shall
not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to
perform its obligations under Section 5(a) of this Agreement. 







 






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(c)
      Actions against Parties; Notification. Promptly after receipt by an indemnified party
under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is
to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsection
(a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it
from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such
action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under
this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation. In any such proceeding, any indemnified party shall have the right to retain
its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (1) the
indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (2) the named parties
to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation
of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is
understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with
any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate
firm (in addition to any local counsel) for all Purchasers and all persons, if any, who control any Purchaser within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of any Purchaser within the
meaning of Rule 405 under the Securities Act and (ii) the fees and expenses of more than one separate firm (in addition to any
local counsel) for the Company, its directors, its officers and each person, if any, who controls the Company within the meaning
of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such
separate firm for the Purchasers and such control persons and affiliates of any Purchasers, such firm shall be designated in writing
by the Representatives. In the case of any such separate firm for the Company, and such directors, officers and control persons
of the Company, such firm shall be designated in writing by the Company. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified
party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement
(A) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of
such action and (B) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf
of an indemnified party.


 






     26


     


    

 


(d)      Contribution.
If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party
as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the one hand and the Purchasers on the other from the
offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and the Purchasers on the other in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and the Purchasers on the other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company bear to the total discounts and commissions received by
the Purchasers. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the
Company  or the Purchasers and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which
is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Purchaser shall be required to
contribute any amount in excess of the amount by which the total price at which the Offered Securities purchased by it were resold
exceeds the amount of any damages which such Purchaser has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
The Purchasers’ obligations in this subsection (d) to contribute are several in proportion to their respective purchase
obligations and not joint. The Company and the Purchasers agree that it would not be just and equitable if contribution pursuant
to this Section 8(d) were determined by pro rata allocation (even if the Purchasers were treated as one entity for such purpose)
or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 8(d).


 






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9.      
Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Offered Securities hereunder
on the Closing Date or the Additional Closing Date, as the case may be, and the aggregate principal amount of Offered Securities
that such defaulting Purchaser or Purchasers agreed but failed to purchase does not exceed 10% of the aggregate principal amount
of Offered Securities that the Purchasers are obligated to purchase on the Closing Date or the Additional Closing Date, as the
case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities
by other persons, including any of the Purchasers, but if no such arrangements are made by such Closing Date or such Additional
Closing Date, as the case may be, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective
commitments hereunder, to purchase the Offered Securities that such defaulting Purchasers agreed but failed to purchase on the
Closing Date or the Additional Closing Date, as the case may be. If any Purchaser or Purchasers so default and the aggregate principal
amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the aggregate principal amount
of Offered Securities that the Purchasers are obligated to purchase on the Closing Date or the Additional Closing Date, as the
case may be, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities
by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part
of any non-defaulting Purchaser or the Company, except as provided in Section 10. As used in this Agreement, the term “Purchaser”
includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability
for its default.


 


10.     Survival
of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other
statements of the Company or its officers and of the several Purchasers set forth in or made pursuant to this Agreement will remain
in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on  behalf
of any Purchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and
will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Purchasers is
not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the
Company will reimburse the Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably
incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and
the Purchasers pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased
hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.


 






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11.     Notices.
All communications hereunder will be in writing and, if sent to the Purchasers, will be mailed, delivered or telegraphed and confirmed
to (a) Barclays Capital Inc., 745 Seventh Avenue, New York, NY 10019, Attention: Syndicate Registration (fax: (646) 834-8133),
(b) BofA Securities, Inc., One Bryant Park, New York, New York 10036, Attention: Syndicate Department (facsimile: (646) 855-3073),
with a copy to ECM Legal (facsimile:(212) 230-8730) and (c) Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282,
Attention: Registration Department, or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to Enphase
Energy, Inc., 47281 Bayside Parkway, Fremont, CA 94538, Attention: Eric Branderiz, with a copy (which shall not constitute notice
hereunder) to Arnold & Porter Kaye Scholer LLP, 250 West 55th Street, New York, NY 10019-9710, Attention: Michael Penney;
provided, however, that any notice to a Purchaser pursuant to Section 8 will be mailed, delivered or telegraphed
and confirmed to such Purchaser.


 


12.     Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder;
except that holders of Offered Securities shall be entitled to enforce the agreements for their benefit contained in the second
and third sentences of Section 5(b) hereof against the Company as if such holders were parties thereto.


 


13.     Representation
of Purchasers. The Representatives will act for the several Purchasers in connection with this purchase, and any action under
this Agreement taken by the Representatives will be binding upon all the Purchasers.


 


14.     Recognition
of the U.S. Special Resolution Regimes.


 


(a)
        In the event that any Purchaser that is a Covered Entity becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer from such Purchaser of this Agreement, and any interest and obligation in
or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution
Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the
United States.


 


(b)
       In the event that any Purchaser that is a Covered Entity or a BHC Act Affiliate of such Purchaser
becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised
against such Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the
U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.


 






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For
purposes of this Section a “BHC Act Affiliate” has the meaning assigned to the term
 “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered
Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and
interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to
that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
 “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations
promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations
promulgated thereunder.


 


15     Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same agreement.


 


16.     Absence
of Fiduciary Relationship. The Company acknowledges and agrees that:


 


(a)     No
Other Relationship. The Representatives have been retained solely to act as a Purchaser in connection with the initial purchase,
offering and resale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company and the
Representatives has been created in respect of any of the transactions contemplated by this Agreement or the Preliminary Offering
Memorandum or Final Offering Memorandum, irrespective of whether the Representatives have advised or are advising the Company
on other matters;


 


(b)     Arm’s-Length
Negotiations. The purchase price of the Offered Securities set forth in this Agreement was established by the Company following
discussions and arm’s-length negotiations with the Representatives and the Company is capable of evaluating and understanding
and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;


 


(c)     Absence
of Obligation to Disclose. The Company has been advised that the Representatives and their affiliates are engaged in a broad
range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation
to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and


 


(d)     Waiver.
The Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary
duty or alleged breach of fiduciary duty in connection with the sale of Offered Securities, and agrees that the Representatives
shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person
asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the
Company.


 






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17.
     Applicable Law. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York. 


 


The
Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City
of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The
Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in
The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such
suit or proceeding in any such court has been brought in an inconvenient forum.


 


18.
      Integration. This Agreement constitutes the entire agreement of the parties to this Agreement
and supersedes and replaces all prior written or oral and all contemporaneous oral agreements, understandings and negotiations
with respect to the subject matter hereof.


 






     31


     


    




 


If
the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return to the Company
one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Purchasers in
accordance with its terms.


 





	 	Very truly yours,
	 	 	 
	 	ENPHASE ENERGY , INC .
	 	 	 
	 	By:	 
	 	 	Name: Eric Branderiz
	 	 	Title: EVP Chief Financial Officer
	 	 	 
	 	 	 



 


[Signature
page to the Purchase Agreement]


 






    


     


    

 


 


The
foregoing Purchase Agreement is hereby confirmed and accepted as of the date first above written.


 





	BARCLAYS CAPITAL INC.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 





	BOFA SECURITIES, INC.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title: 	 


   





	GOLDMAN SACHS & CO. LLC	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Acting on behalf of themselves and as the Representatives
    of the several Purchasers.	 


 


[Signature
page to the Purchase Agreement]


 






    


     


    

 


 


	The foregoing Purchase Agreement
    is hereby confirmed and accepted as of the date first above written.	 
	 	 
	BARCLAYS CAPITAL INC.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 





 





	BOFA SECURITIES, INC.	 
	 	 	 
	By:		 
	 	Name: Eric Coghlin	 
	 	Title: Managing Director	 


  


	GOLDMAN SACHS & CO. LLC	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title: 	 
	 	 	 
	 	Acting on behalf of themselves and as the Representatives
    of the several Purchasers.	 


  


[Signature
page to the Purchase Agreement]


 






    


     


    

 





	The foregoing Purchase Agreement
    is hereby confirmed and accepted as of the date first above written.	 
	 	 
	BARCLAYS CAPITAL INC.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


  


	BOFA SECURITIES, INC.	 
	 	 	 
	By:		 
	 	Name:	 
	 	Title: 	 





 





	GOLDMAN SACHS & CO. LLC	 
	 	 	 
	By:		 
	 	Name: Mike Voris	 
	 	Title: Partner	 
	 	 	 
	 	Acting on behalf of themselves and as the Representatives
    of the several Purchasers.	 


 


[Signature
page to the Purchase Agreement]


 






    


     


    

  


SCHEDULE
A 


 





	Purchaser	 	Principal
    
Amount of  
2026 Firm  
Securities	 	 	Principal 
    
Amount of 
2028 Firm 
Securities	 	 	Principal
    
Amount of 
2026 Option 
Securities	 	 	Principal 
    
Amount of 
2028 Option 
Securities	 
	Barclays
    Capital Inc.	 	$	281,719,000	 	 	$	281,719,000	 	 	$	28,171,900	 	 	$	28,171,900	 
	BofA Securities, Inc.	 	$	175,292,000	 	 	$	175,292,000	 	 	$	17,529,200	 	 	$	17,529,200	 
	Goldman Sachs &
    Co. LLC	 	$	69,920,000	 	 	$	69,920,000	 	 	$	6,992,000	 	 	$	6,992,000	 
	Cowen and Company,
    LLC	 	$	16,023,000	 	 	$	16,023,000	 	 	$	1,602,300	 	 	$	1,602,300	 
	J.P. Morgan Securities
    LLC	 	$	16,023,000	 	 	$	16,023,000	 	 	$	1,602,300	 	 	$	1,602,300	 
	Oppenheimer
    & Co. Inc.	 	$	16,023,000	 	 	$	16,023,000	 	 	$	1,602,300	 	 	$	1,602,300	 
	Total	 	$	575,000,000	 	 	$	575,000,000	 	 	$	57,500,000	 	 	$	57,500,000	 








 






    


     


    

 





SCHEDULE
B 


 


		1.	Issuer
                                         Free Writing Communications (included in the General Disclosure Package) 



 


		1.	Final
                                         term sheet, dated February 24, 2021, a copy of which is attached as Exhibit B hereto.



 


		2.	Other
                                         Information Included in the General Disclosure Package 



 


The
following information is also included in the General Disclosure Package:


 


None


 


		3.	Permitted
                                         General Solicitations other than Information Included Above 



 


None


 






    


     


    

 


SCHEDULE
C     


 


		1.	Supplemental
                                         Marketing Materials



 


Electronic
Roadshow relating to the Offered Securities dated February 24, 2021.

 






    


     


    

 


EXHIBIT
A  


 


Form
of Lock-Up Letter 


 


February
[•], 2021


 


Enphase
Energy, Inc.


47281
Bayside Parkway


Fremont,
CA 94538


 


Barclays
Capital Inc.


BofA
Securities, Inc. 


As
Representatives of the Several Purchasers,


 





	c/o	Barclays Capital Inc.
	 	745 Seventh Avenue
	 	New York, New York 10019
	 	 
	c/o	BofA Securities, Inc.
	 	One Bryant Park
	 	New York, New York 10036







 


Dear
Sirs:


 


As
an inducement to the Purchasers to execute the Purchase Agreement ( the “Purchase Agreement”), pursuant to
which an offering (the “Offering”) will be made of Convertible Senior Notes due 2026 and Convertible Senior
Notes due 2028 (collectively, the “Securities”), of Enphase Energy, Inc., and any successor (by merger or otherwise)
thereto (the “Company”), which are convertible into cash, shares of the Company’s common stock, par value
$0.00001 per share (“Common Stock”), or a combination of cash and Common Stock, at the Company’s election,
as set forth in the Final Offering Memorandum (as such term is defined in the Purchase Agreement), the undersigned hereby agrees
that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not
offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Common Stock or securities
convertible into or exchangeable or exercisable for any shares of Common Stock, enter into a transaction which would have the
same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences
of ownership of the Common Stock, whether any such aforementioned transaction is to be settled by delivery of the Common Stock
or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition,
or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Barclays
Capital Inc. and BofA Securities, Inc. (the “Representatives”); provided, that if the undersigned is
an executive officer of the Company, the foregoing restrictions shall no longer apply at such time as the undersigned ceases to
be an executive officer of the Company. In addition, the undersigned agrees that, without the prior written consent of the Representatives,
it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any shares
of Common Stock or any security convertible into or exercisable or exchangeable for the Common Stock.


 


The
Lock-Up Period will commence on the date of this Lock-Up Agreement and continue and include the date 30 days after the date of
the Purchase Agreement, to which the Representatives are or are expected to become a party.


 






    


     


    




 


Deemed
dispositions of any restricted stock unit awards granted by the Company to the undersigned upon the vesting or settlement of such
awards in accordance with their terms shall not be subject to this Lock-Up Agreement, provided that Common Stock acquired
upon the vesting or settlement of such restricted stock unit awards shall be subject to the restrictions imposed by this Lock-Up
Agreement, giving effect to the exceptions provided herein.


 


Notwithstanding
the foregoing, the undersigned may (1) transfer shares of Common Stock or securities convertible into or exchangeable or exercisable
for Common Stock by gift or gifts, will or intestacy to a member or members of his or her immediate family, to a trust formed
for the benefit of any such person, or to a partnership, the partners of which are exclusively the undersigned and/or a member
or members of his or her immediate family and/or a charity, provided that (i) the transferee execute a copy of this Lock-Up
Agreement, (ii) no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities and Exchange
Act of 1934, as amended (the “Exchange Act”) (other than a filing on Form 5 made after the expiration of the
Lock-Up Period), and (iii) no such transfer may include a disposition for value; (2) sales pursuant to a trading plan meeting
the requirements of Rule 10b5-1 under the Exchange Act (any such plan, a “10b5-1 Plan”) in effect on the date
hereof and disclosed to the Representatives; (3) enter into a 10b5-1 Plan during the Lock-Up Period if sales under such plan do
not occur until after the expiration of the Lock-Up Period and no disclosure regarding the entry into such plan is made during
the Lock-Up Period; (4) exercise outstanding options or warrants to purchase Common Stock in accordance with their terms; provided
(a) the shares received upon exercise of the options or warrants are subject to the terms of this Lock-Up Agreement and (b)
any filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto that (i) the filing relates
to the exercise of options or warrants, as the case may be, (ii) no shares were sold by the reporting person (other than sales
to satisfy tax withholding obligations in connection with the exercise of an option or warrant pursuant to Company equity compensation
plans or arrangements in effect on the date hereof and disclosed in the Company’s public filings with the U.S. Securities
and Exchange Commission; provided that any public filing, report or announcement of such transfer shall disclose that the
sale was for the purpose of covering such taxes payable) and (iii) the shares of Common Stock received upon exercise of the options
or warrants are subject to a lock-up agreement with the Representatives; (5) transfer shares of Common Stock to the Company to
satisfy tax withholding obligations in connection with the vesting of restricted stock units pursuant to Company equity compensation
plans or arrangements in effect on the date hereof and disclosed in the Company’s public filings with the U.S. Securities
and Exchange Commission; provided that any public filing, report or announcement of such transfer shall disclose that the
sale or transfer was for the purpose of covering such taxes payable; and (6) transfer shares of Common Stock or securities convertible
into or exchangeable or exercisable for Common Stock pursuant to a sale or an offer to all holders of the Common Stock to purchase
outstanding Common Stock, whether pursuant to a merger, tender offer or otherwise, to a bona fide third party or group of bona
fide third parties that is approved by the Board of Directors of the Company and involving a Change of Control (as defined below);
provided that in the event the merger, tender offer or other transaction is not completed, the securities owned by the
undersigned shall remain subject to the restrictions contained in this Lock-Up Agreement. For purposes of this paragraph, “immediate
family” means the spouse, domestic partner, lineal descendants, father, mother, brother or sister of the transferor. For
the purposes of clause (6) of this paragraph, “Change of Control” shall mean the consummation of any bona fide
third-party tender offer, merger or other similar transaction or series of transactions, the result of which is that any “person”
(as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company, becomes the beneficial owner
(as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% of total voting power of the voting stock of the Company (or
the surviving entity if other than the Company).


 


In
furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer
of shares of Common Stock if such transfer would constitute a violation or breach of this Lock-Up Agreement.


 


The
undersigned acknowledges and agrees that the Purchasers have not provided any recommendation or investment advice and the undersigned
has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate with respect
to any such investment advice or the matters set forth herein.


 






    


     


    

 







This
Lock-Up Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.
This Lock-Up Agreement shall lapse and become null and void if (a) the Offering shall not have occurred on or before June 1, 2021;
(b) the Company notifies the Representatives in writing that it does not intend to proceed with the Offering or (c) if the Purchase
Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated for any reason prior
to payment for and delivery of the Securities to be sold thereunder. This Lock-Up Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.


 


[Signature
page follows]


 






    


     


    

 





	Very truly yours,	 
	 	 
	[Name of stockholder]	 


  


[Signature
page to Lock-up Agreement]


 






    


     


    

 


 


EXHIBIT
B 


Final
Term Sheet


 






    


     


    







 




	PRICING
    TERM SHEET 	 	STRICTLY CONFIDENTIAL
	DATED FEBRUARY
    24, 2021	 	 


 





 


	ENPHASE
    ENERGY, INC.
	 
	$575,000,000 0%
    CONVERTIBLE SENIOR NOTES DUE 2026
	 
	$575,000,000 0%
    CONVERTIBLE SENIOR NOTES DUE 2028


 


The
information in this pricing term sheet supplements Enphase Energy, Inc.’s preliminary offering memorandum, dated February
24, 2021 (the “Preliminary Offering Memorandum”), and supersedes the information in the Preliminary Offering Memorandum
to the extent inconsistent with the information in the Preliminary Offering Memorandum. In all other respects, this term sheet
is qualified in its entirety by reference to the Preliminary Offering Memorandum, including all other documents incorporated by
reference therein. References to “we,” “our,” “us” and “the Company” refer to
Enphase Energy, Inc. and not to its consolidated subsidiaries. Terms used herein but not defined herein shall have the respective
meanings as set forth in the Preliminary Offering Memorandum. All references to dollar amounts are references to U.S. dollars.
We have increased the size of the offering of the 2026 notes to $575,000,000 (or $632,500,000 if the initial purchasers’
over-allotment option is exercised in full). We have increased the size of the offering of the 2028 notes to $575,000,000 (or
$632,500,000 if the initial purchasers’ over-allotment option is exercised in full). The final offering memorandum relating
to the offering will reflect conforming changes relating to such increase in the size of the offerings. 


 


	Issuer:	 	Enphase
    Energy, Inc., a Delaware corporation.
	 	 	 
	Ticker/Exchange
    for Common Stock:	 	“ENPH”/The
    Nasdaq Global Market.
	 	 	
	Securities:	 	0%
    Convertible Senior Notes due 2026 (the “2026 notes”).
	 	 	 
	 	 	0%
    Convertible Senior Notes due 2028 (the “2028 notes” and, together with the 2026 notes, the “notes”).
	 	 	 
	Aggregate
    Principal Amount:	 	$575,000,000,
    in the case of the 2026 notes.
	 	 	 
	 	 	$575,000,000,
    in the case of the 2028 notes.
	 	 	 
	Over-allotment
    Option:	 	$57,500,000,
    in the case of the 2026 notes.
	 	 	 
	 	 	$57,500,000,
    in the case of the 2028 notes.
	 	 	 
	Denominations:	 	$1,000
    and multiples of $1,000 in excess thereof.
	 	 	 
	Ranking:	 	Senior
    unsecured.
	 	 	 
	Maturity:	 	March
    1, 2026, in the case of the 2026 notes, unless earlier converted or repurchased.
	 	 	 
	 	 	March
    1, 2028, in the case of the 2028 notes, unless earlier converted or repurchased.
	 	 	 
	Redemption:	 	We
    may not redeem the notes prior to September 6, 2023, in the case of the 2026 notes, or prior to September 6, 2024, in the
    case of the 2028 notes.  We may redeem for cash all or any portion of the 2026 notes, at our option, on or after
    September 6, 2023, and we may redeem for cash all or any portion of the 2028 notes, at our option, on or after September 6,
    2024, in each case, if the last reported sale price of our common stock has been at least 130% of the conversion price then
    in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date
    on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading
    day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal
    amount of the notes to be redeemed, plus any accrued and unpaid special interest to, but  excluding, the relevant
    redemption date. If we redeem less than all of the outstanding notes of a series, at least $150 million aggregate principal
    amount of notes of such series must be outstanding and not subject to redemption as of the relevant redemption date. 



 




 



    


     


    

 



	 	 	No “sinking fund” is provided for the 2026 notes or the 2028 notes, which means that we are not required to redeem or retire either series of notes periodically.

                                                             

                                                            We will give notice of any redemption not less than 25 nor more than 40 scheduled trading days before the relevant redemption date by mail or electronic delivery to the trustee, the paying agent and each holder of the relevant series of notes. See “Description of Notes—Optional Redemption.”

	 	 	 
	Fundamental
    Change:	 	If
                                                                        we undergo a “fundamental change” (as defined in the Preliminary Offering Memorandum under “Description of
                                                                        Notes—Fundamental Change Permits Holders to Require Us to Repurchase Notes”), subject to certain conditions,
                                                                        holders may require us to repurchase for cash all or part of their notes in principal amounts of $1,000 or a multiple
                                                                        thereof. The fundamental change repurchase price will be equal to 100% of the principal amount of the notes to be
                                                                        repurchased, plus any accrued and unpaid special interest to, but excluding, the fundamental change repurchase date. See
                                                                        “Description of Notes— Fundamental Change Permits Holders to Require Us to Repurchase Notes” in the
                                                                        Preliminary Offering Memorandum.

         

	No
    Regular Interest; Special Interest:	 	The
    notes will not bear regular interest, and the principal amount of the notes will not accrete. We
    will pay special interest, if any, at our election as the sole remedy relating to our failure to comply with our reporting
    obligations as described under “Description of Notes—Events of Default” in the Preliminary Offering Memorandum
    and under the circumstances described under “Description of Notes—No Registration Rights; Additional Interest”
    in the Preliminary Offering Memorandum. References in the Preliminary Offering Memorandum to “additional interest”
    shall be substituted with references to “special interest” as the context requires. Special interest, if any,
    will be payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2021.
	 	 	
	Special
    Interest Record Dates:	 	For
    both series of notes, February 15
    and August 15 of each year, immediately preceding the March 1 or September 1 special interest payment date, as the case may
    be.
	 	 	
	Issue
    Price:	 	In
    the case of the 2026 notes, 100% of principal
	 	 	 
	 	 	In
    the case of the 2028 notes, 100% of principal.
	 	 	 
	Last
    Reported Sale Price of Our Common Stock on February 24, 2021:		$180.87
    per share.
	 	 	 
	Initial
    Conversion Rate:	 	In
    the case of the 2026 notes, 3.2523 shares of common stock per $1,000 principal amount of the notes, subject to adjustment
    under the Indenture.
	 	 
	 	 	In
    the case of the 2028 notes, 3.5104 shares of common stock per $1,000 principal amount of the notes, subject to adjustment
    under the Indenture.
	 	 	 
	Initial
    Conversion Price:	 	In
    the case of the 2026 notes,approximately $307.47 per share of common stock, subject to adjustment under the Indenture.
	 	 	 
	 	 	In
    the case of the 2028 notes, approximately $284.87 per share of common stock, subject to adjustment under the Indenture
	 	 	 
	Conversion
    Premium:	 	In
    the case of the 2026 notes,approximately 70% above the last reported sale price of our common stock on February 24, 2021.
	 	 	 
	 	 	In
    the case of the 2028 notes, approximately 57.5% above the last reported sale price of our common stock on February 24, 2021.





 






    


     


    

 






	Settlement
    Method:	 	Cash,
    shares of common stock or a combination of cash and shares of common stock, at our election, as described in “Description
    of Notes—Conversion Rights—Settlement upon Conversion” in the Preliminary Offering Memorandum.
	 	 	 
	Joint
    Book-Running Managers:	 	Barclays
    Capital Inc. 

BofA Securities, Inc. 

Goldman Sachs & Co. LLC
	 	 	 
	Co-Managers:	 	J.P.
    Morgan Securities LLC 

Cowen and Company, LLC 

Oppenheimer & Co. Inc.
	 	 	 
	Pricing
    Date:	 	February
    24, 2021.
	 	 	 
	Trade
    Date:	 	February
    25, 2021.
	 	 	 
	Expected
    Settlement Date:	 	March
    1, 2021 (T+2).
	 	 	 
	CUSIP
    Number (144A):	 	In
    the case of the 2026 notes, 29355A AG2.
	 	 	 
	 	 	In
    the case of the 2028 notes, 29355A AJ6.
	 	 	 
	ISIN
    (144A):	 	In
    the case of the 2026 notes, US29355AAG22.
	 	 	 
	 	 	In
    the case of the 2028 notes, US29355AAJ60
	 	 	 
	Listing:	 	None.
	 	 	 
	Net
    Proceeds:	 	We
    estimate that the net proceeds from the sale of the notes will be approximately $1,132 million (or approximately $1,245 million
    if the initial purchasers exercise their over-allotment option in full in respect of both series of the notes), after deducting
    the initial purchasers’ discount and estimated offering expenses payable by us.
	 	 	 
	Use
    of Proceeds:	 	In
    connection with the pricing of the notes, we have entered into convertible note hedge transactions relating to each series
    of notes with certain of the initial purchasers, and/or their respective affiliates and/or other financial institutions (the
    ‘‘hedge counterparties’’). We have also entered into warrant transactions relating to each series
    of notes with the hedge counterparties. We intend to use approximately $63.0 million of the net proceeds from this offering
    to pay the cost of the convertible note hedge transactions (after such cost is partially offset by the proceeds to us from
    the sale of the warrant transactions). If the initial purchasers exercise their over-allotment option in respect of a series
    of notes, we expect to enter into additional convertible note hedge transactions and warrant transactions relating to such
    additional notes, and a portion of the net proceeds from the sale of the additional notes of such series would be used to
    pay the costs of the additional convertible note hedge transactions relating to such additional notes (which would be partially
    offset by the proceeds to us from the sale of additional warrant transactions relating to such additional notes).
	 	 	 
	 	 	Further,
    we intend to use a portion of the net proceeds from the sale of the notes to pay the cash portion of the Note Repurchase Transactions
    described in the Preliminary Offering Memorandum and below under the heading “Note Repurchase Transactions.”
	 	 	 
	 	 	We
    intend to use any remaining net proceeds from the sale of the notes for other working capital and other general corporate
    purposes. In addition, an amount equal to the net proceeds is expected to finance or refinance, in whole or in part, existing,
    new or ongoing Eligible Green Expenditures. See “Use of Proceeds” in the Preliminary Offering Memorandum.
	 	 	 
	Convertible
    Note Hedge and Warrant Transactions:	 	In
    connection with the pricing of the notes, we have entered into convertible note hedge  transactions relating to
    each series of notes with the hedge counterparties. We also have entered into warrant transactions relating to each series
    of notes with the hedge counterparties. The convertible note hedge transactions are expected generally to reduce potential
    dilution to our common stock upon any conversion of the relevant notes and/or offset any cash payments we are required to
    make in excess of the principal amount of converted notes, as the case may be. However, the warrant transactions could separately
    have a dilutive effect to the extent that the market value per share of our common stock exceeds the strike price of the warrants.
    If the initial purchasers exercise their over-allotment option, we expect to enter into additional convertible note hedge
    transactions and additional warrant transactions with the hedge counterparties with respect to the relevant series of notes
    as to which the option was exercised.






 






    


     


    

 






	 	 	In
    connection with establishing their initial hedge of the convertible note hedge and warrant transactions, the hedge counterparties
    or their respective affiliates expect to enter into various derivative transactions with respect to our common stock concurrently
    with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market
    price of our common stock or the notes at that time.
	 	 	 
	 	 	In addition,
    the hedge counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various
    derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in
    secondary market transactions following the pricing of the notes and prior to the maturity of each series of notes (and are
    likely to do so during any observation period related to a conversion of notes). This activity could also cause or avoid an
    increase or a decrease in the market price of our common stock or the notes, which could affect your ability to convert the
    notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect
    the number of shares and value of the consideration that you will receive upon conversion of the notes.
	 	 	 
	 	 	See “Plan
    of Distribution—Convertible Note Hedge and Warrant Transactions” in the Preliminary Offering Memorandum.







 


Description
of Notes—Conversion Rights—Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change 


 


Holders
who convert their notes in connection with a make-whole fundamental change occurring prior to the relevant maturity date of the
relevant series of notes may be entitled to an increase in the conversion rate for the notes so surrendered for conversion.


 


The
following table sets forth the number of additional shares by which the conversion rate for the 2026 notes will be increased per
$1,000 principal amount of notes for each stock price and effective date set forth below:


 


Stock
Price 


	Effective
    Date	$180.87	$250.00	$307.47	$350.00	$399.72	$450.00	$500.00	$600.00	$700.00	$800.00	$900.00	$1000.00
	March
    1, 2021	2.2765	1.2793	0.8513	0.6476	0.4809	0.3626	0.2776	0.1676	0.1034	0.0642	0.0395	0.0000
	March
    1, 2022	2.2765	1.2291	0.7961	0.5933	0.4300	0.3162	0.2361	0.1352	0.0787	0.0457	0.0259	0.0000
	March
    1, 2023	2.2765	1.1597	0.7215	0.5212	0.3639	0.2574	0.1847	0.0972	0.0513	0.0264	0.0127	0.0000
	March
    1, 2024	2.2765	1.0676	0.6205	0.4246	0.2775	0.1831	0.1222	0.0549	0.0238	0.0093	0.0028	0.0000
	March
    1, 2025	2.2765	0.9370	0.4683	0.2821	0.1574	0.0879	0.0492	0.0145	0.0032	0.0002	0.0000	0.0000
	March
    1, 2026	2.2765	0.7478	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000






 






    


     


    

 



The
exact stock prices and effective dates or redemption notice dates may not be set forth in the table above, in which case:


 


		•	If
                                         the stock price is between two stock prices in the table or the effective date is between
                                         two effective dates in the table, the number of additional shares by which the conversion
                                         rate for the 2026 notes will be increased will 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.



 


		•	If
                                         the stock price is greater than $1,000.00 per share (subject to adjustment in the same
                                         manner as the stock prices set forth in the column headings of the table above), no additional
                                         shares will be added to the conversion rate for the 2026 notes.



 


		•	If
                                         the stock price is less than $180.87 per share (subject to adjustment in the same manner
                                         as the stock prices set forth in the column headings of the table above), no additional
                                         shares will be added to the conversion rate for the 2026 notes.



 


Notwithstanding
the foregoing, in no event will the conversion rate per $1,000 principal amount of the 2026 notes exceed 5.5288 shares of common
stock, subject to adjustment in the same manner as the conversion rate as set forth in the Preliminary Offering Memorandum under
 “Description of Notes—Conversion Rights—Conversion Rate Adjustments.”


 


The following table sets forth the
number of additional shares by which the conversion rate for the 2028 notes will be increased per $1,000 principal amount of notes
for each stock price and effective date set forth below:


 


Stock
Price 


	Effective
    Date	$180.87	$230.00	$284.87	$325.00	$370.33	$420.00	$480.00	$550.00	$650.00	$750.00	$850.00	$950.00
	March
    1, 2021	2.0184	1.3458	0.9123	0.7070	0.5418	0.4130	0.3039	0.2169	0.1373	0.0882	0.0566	0.0000
	March
    1, 2022	2.0184	1.3222	0.8823	0.6759	0.5114	0.3844	0.2780	0.1945	0.1194	0.0741	0.0458	0.0000
	March
    1, 2023	2.0184	1.2883	0.8420	0.6353	0.4724	0.3485	0.2463	0.1675	0.0986	0.0583	0.0340	0.0000
	March
    1, 2024	2.0184	1.2470	0.7922	0.5852	0.4248	0.3051	0.2086	0.1363	0.0753	0.0414	0.0219	0.0000
	March
    1, 2025	2.0184	1.1967	0.7295	0.5222	0.3655	0.2520	0.1639	0.1006	0.0502	0.0243	0.0107	0.0000
	March
    1, 2026	2.0184	1.1242	0.6385	0.4326	0.2840	0.1823	0.1083	0.0594	0.0244	0.0089	0.0023	0.0000
	March
    1, 2027	2.0184	1.0066	0.4857	0.2882	0.1629	0.0889	0.0433	0.0182	0.0042	0.0003	0.0000	0.0000
	March
    1, 2028	2.0184	0.8374	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000


 


The
exact stock prices and effective dates or redemption notice dates may not be set forth in the table above, in which case:


 


		•	If
                                         the stock price is between two stock prices in the table or the effective date is between
                                         two effective dates in the table, the number of additional shares by which the conversion
                                         rate for the 2028 notes will be increased will 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.



 


		•	If
                                         the stock price is greater than $950.00 per share (subject to adjustment in the same
                                         manner as the stock prices set forth in the column headings of the table above), no additional
                                         shares will be added to the conversion rate for the 2028 notes.



 


		•	If
                                         the stock price is less than $180.87 per share (subject to adjustment in the same manner
                                         as the stock prices set forth in the column headings of the table above), no additional
                                         shares will be added to the conversion rate for the 2028 notes.



 


Notwithstanding
the foregoing, in no event will the conversion rate per $1,000 principal amount of the 2028 notes exceed 5.5288 shares of common
stock, subject to adjustment in the same manner as the conversion rate as set forth in the Preliminary Offering Memorandum under
 “Description of Notes—Conversion Rights—Conversion Rate Adjustments.”


 


Our obligation to increase the conversion
rate for notes converted in connection with a make-whole fundamental change could be considered a penalty, in which case the enforceability
thereof would be subject to general principles of reasonableness and equitable remedies.




 




    


     


    

 



Note
Repurchase Transactions 


 


Concurrently
with the offering of the 2026 notes and 2028 notes, we entered into separate and privately negotiated repurchase transactions
with certain holders of a portion of our 1.00% Convertible Senior Notes due 2024 (the “2024 Notes”) and certain holders
of a portion of our 0.25% Convertible Senior Notes due 2025 (the “2025 Notes”). We repurchased $25,546,000 principal
amount of the 2024 Notes for a total repurchase cost of approximately $225.4 million, consisting of $25,546,000 in cash and 1,105,199
shares of our common stock (based on the last reported sale price of our common stock on February 24, 2021). We repurchased $217,740,000
principal amount of the 2025 Notes for a total repurchase cost of approximately $520.4 million, consisting of $217,740,000 in
cash and 1,673,532 shares of our common stock (based on the last reported sale price of our common stock on February 24, 2021).


 


In connection with the Note Repurchase Transactions, we also unwound a portion of the bond hedge and warrants transactions we
entered into concurrently with the issuance of the 2024 Notes and the 2025 Notes (the “Existing Call Spread Unwind Transactions”).
In connection with the unwind of the Existing Call Spread Unwind Transactions, we entered into agreements with certain existing
call spread counterparties to receive either cash or shares of our common stock as a termination payment in respect of the portion
of the existing convertible note hedge transactions that are unwound and to issue shares of our common stock as a termination
payment in respect of the portion of the existing warrant transactions that are unwound. The amount of cash that we receive and/or
the number of shares that we will receive and issue is based generally on the termination value of the unwound portions of such
transactions. We may also unwind remaining existing call spread transactions we entered into concurrently with the issuance of
the 2024 Notes and the 2025 Notes at any time immediately following the completion of this offering. In connection with any of
the foregoing transactions, the existing call spread counterparties may enter into or unwind various derivatives with respect
to our common stock and/or purchase or sell shares of our common stock or other securities of ours in secondary market transactions,
which may affect the price of our common stock and, in the case of Existing Call Spread Unwind Transactions effected concurrently
with this offering, this activity could also impact the initial conversion prices of each series of notes. See “Risk Factors—Risks
Related to the Notes—The Existing Call Spread Unwind Transactions may affect the value of each series of notes and the common
stock.”


 


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This
communication is intended for the sole use of the person to whom it is provided by the sender. This material is confidential and
is for your information only and is not intended to be used by anyone other than you. This information does not purport to be
a complete description of the notes or the offering. This communication does not constitute an offer to sell or the solicitation
of an offer to buy any notes in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction.


 


The notes and the shares of common stock issuable upon conversion of the notes, if any, have not been and will not
be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any other securities laws,
and may not be offered or sold within the United States or any other jurisdiction, except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. The
initial purchasers are initially offering the notes only to persons reasonably believed to be qualified institutional buyers as
defined in, and in reliance on, Rule 144A under the Securities Act.


 


The notes and the shares of common stock issuable upon conversion
of the notes, if any, are not transferable except in accordance with the restrictions described under “Transfer Restrictions”
in the Preliminary Offering Memorandum.


 


A copy of the Preliminary Offering Memorandum for the offering of the notes may be obtained
by contacting your sales representative.


 


Any legends, disclaimers or other notices that may appear below are not applicable to
this communication and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as
a result of this communication having been sent via Bloomberg or another system.


 


No PRIIPs KID: The notes may not be offered,
sold or otherwise made available to any retail investor in the European Economic Area. Consequently, no key information document
(“KID”) required by the PRIIPs Regulation has been prepared.